8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 20, 2013

Helix Energy Solutions Group, Inc.

(Exact name of registrant as specified in its charter)

Minnesota (State or other jurisdiction  of incorporation)	001-32936 (Commission File Number)		95-3409686 (IRS Employer Identification No.)
400 North Sam Houston Parkway East, Suite 400 Houston, Texas (Address of principal executive offices)		281-618-0400 (Registrant’s telephone number, including area code)	77060 (Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On February 20, 2013, Helix Energy Solutions Group, Inc. (“Helix”) issued a press release announcing its fourth quarter and year-end results of operation for the period ended December 31, 2012.  Attached hereto as Exhibit 99.1, and incorporated by reference herein, is the press release.

Item 7.01 Regulation FD Disclosure.

On February 20, 2013, Helix issued a press release announcing its fourth quarter and year-end results of operation for the period ended December 31, 2012.  In addition, on February 21, 2013, Helix is making a presentation (with slides) to analysts and investors regarding its financial and operating results.  Attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein are the press release and the slides for the Fourth Quarter Earnings Conference Call Presentation issued by Helix. The presentation materials will also be posted beginning on February 20, 2013 in the Presentations section under Investor Relations of Helix’s website, www.helixesg.com.

Item 9.01   Financial Statements and Exhibits.

(c)           Exhibits.

Number         Description

-----------         ----------------

99.1 Press Release of Helix Energy Solutions Group, Inc. dated February 20, 2013 reporting financial results for the fourth quarter of 2012and for the year ending December 31, 2012.

99.2 Fourth Quarter Earnings Conference Call Presentation.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:    February 20, 2013

HELIX ENERGY SOLUTIONS GROUP, INC.
By:	/s/ Anthony Tripodo
	Anthony Tripodo
	Executive Vice President and Chief Financial Officer

Index to Exhibits

Exhibit No.    Description

99.1 Press Release of Helix Energy Solutions Group, Inc. dated February 20, 2013 reporting financial results for the fourth quarter of 2012and for the year ending December 31, 2012.

99.2 Fourth Quarter Earnings Conference Call Presentation.

EX-99.1

EXHIBIT 99.1

PRESSRELEASE www.HelixESG.com  

Helix Energy Solutions Group, Inc. ·  400 N. Sam Houston Parkway E., Suite 400  ·  Houston, TX  77060-3500  · 281-618-0400  ·  fax: 281-618-0505

For Immediate Release		13-003
Date:  February 20, 2013	Contact:	Terrence Jamerson
		Director, Finance & Investor Relations

Helix Reports Fourth Quarter and Full Year 2012 Results

HOUSTON, TX – Helix Energy Solutions Group, Inc. (NYSE: HLX) reported a net loss of $171.6 million, or $(1.64) per diluted share, for the fourth quarter of 2012 compared with net income of $16.8 million, or $0.16 per diluted share, for the same period in 2011, and net income of $14.9 million, or $0.14 per diluted share, in the third quarter of 2012. Net loss for the year ended December 31, 2012 was $46.3 million, or $(0.44) per diluted share, compared with net income of $129.9 million, or $1.23 per diluted share, for the year ended December 31, 2011.

Fourth quarter 2012 results were impacted by the following items:

·   An impairment charge of $157.8 million related to the pending sale of the Caesar and related mobile pipelay equipment.

·   An impairment charge of $138.6 million related to the February 2013 sale of our oil and gas business (included in discontinued operations).

·   Net realized loss of $3.3 million ($10.5 million loss in continuing operations and $7.2 million gain in discontinued operations) due to the discontinuance of hedge accounting on our commodity contracts as a result of the sale of our oil and gas business.

The above three items resulted in an after-tax impact of $(1.87) per diluted share – $(1.05) per diluted share continuing operations and $(0.82) per diluted share discontinued operations.

Fourth quarter 2012 highlights included:

·   In October, entered into an agreement to sell the Caesar, Express, and related equipment for $238 million. Express closing is expected in May and Caesar closing is expected in July.

·   In December, we entered into an agreement to sell our wholly-owned U.S. oil and gas subsidiary, Energy Resource Technology GOM, Inc. (ERT). The sale closed on February 6, 2013 for $620 million in cash plus future overriding royalties.

Owen Kratz, President and Chief Executive Officer of Helix, stated, “The divestiture of our oil and gas business and the pending sale of our pipelay vessels represent watershed events in the development of Helix. We are better positioned to advance our strategy of growing our Well Intervention and Robotics businesses.”

* * * * *

Summary of Results

(in thousands, except per share amounts and percentages, unaudited)

	Quarter Ended									Year Ended
	12/31/2012			12/31/2011			9/30/2012			12/31/2012			12/31/2011
Revenues	$	201,696		$	200,113		$	217,110		$	846,109		$	702,000
Gross Profit (Loss)
Operating	$	49,026		$	32,837		$	62,513		$	227,050		$	156,247
		24	%		16	%		29	%		27	%		22	%
Contracting Services Impairments (1)		(157,951	)		(6,564	)		(4,594	)		(177,135	)		(6,564	)
Total	$	(108,925	)	$	26,273		$	57,919		$	49,915		$	149,683
Net Income (Loss) Applicable to Common Shareholders
Income (Loss) from continuing operations (2)	$	(99,679	)	$	17,487		$	10,362		$	(70,018	)	$	34,718
Income (Loss) from discontinued operations (3)		(71,888	)		(734	)		4,503			23,684			95,221
Total	$	(171,567	)	$	16,753		$	14,865		$	(46,334	)	$	129,939
Diluted Earnings (Loss) Per Share
Income (Loss) from continuing operations	$	(0.95	)	$	0.17		$	0.10		$	(0.67	)	$	0.33
Income (Loss) from discontinued operations	$	(0.69	)	$	(0.01	)	$	0.04		$	0.23		$	0.90
Total	$	(1.64	)	$	0.16		$	0.14		$	(0.44	)	$	1.23
Adjusted EBITDA from continuing operations	$	47,699		$	34,467		$	62,895		$	233,612		$	178,953
Adjusted EBITDAX from discontinued operations		65,528			131,134			64,539			367,216			489,709
Adjusted EBITDAX (4)	$	113,227		$	165,601		$	127,434		$	600,828		$	668,662
Note: Footnotes appear at end of press release.

Segment Information, Operational and Financial Highlights

(in thousands, unaudited)

	Three Months Ended
	12/31/2012			12/31/2011			9/30/2012
Continuing Operations:
Revenues:
Contracting Services	$	224,201		$	205,378		$	221,491
Production Facilities		20,082			19,359			20,024
Intercompany Eliminations		(42,587	)		(24,624	)		(24,405	)
Total	$	201,696		$	200,113		$	217,110
Income (Loss) from Operations:
Contracting Services	$	39,433		$	32,383		$	50,539
Production Facilities		9,971			9,545			10,180
Loss on sale of asset (1)		(543	)		-			(12,933	)
Contracting Services Impairments (2)		(157,951	)		(6,564	)		(4,594	)
Corporate/Other		(31,551	)		(35,948	)		(23,015	)
Intercompany Eliminations		(4,995	)		550			39
Total	$	(145,636	)	$	(34	)	$	20,216
Equity in Earnings of Equity Investments	$	887		$	5,772		$	1,392
Discontinued Operations (Oil and Gas):
Revenues	$	110,089		$	196,072		$	119,124
Income (Loss) from Operations (3)	$	(103,611	)	$	6,820		$	15,159
Note: Footnotes appear at end of press release.

Contracting Services

o   Well Intervention revenues increased in the fourth quarter of 2012 compared to the third quarter of 2012 due to higher overall vessel utilization of the fleet. The Well Enhancer returned to service early October after a 52 day regulatory dry dock. Vessel utilization in the North Sea was 91% in the fourth quarter of 2012 compared to 72% in the third quarter of 2012. Vessel utilization in the Gulf of Mexico (Q4000) was 100% in both the third and fourth quarters of 2012. On a combined basis, vessel utilization increased to 94% in the fourth quarter of 2012 compared to 81% in the third quarter of 2012.

o   Robotics revenues decreased in the fourth quarter of 2012 compared to the third quarter of 2012 as a result of a decrease in utilization across all assets in the fourth quarter. Chartered vessel utilization in the fourth quarter of 2012 was 87% compared to 98% in the third quarter of 2012. The utilization decrease was primarily due to the mobilization of vessels from the Gulf of Mexico to the North Sea.

o   Subsea Construction revenues decreased in the fourth quarter of 2012 compared to the third quarter of 2012 due to low utilization of the Express as a result of customer permitting issues in the Gulf of Mexico resulting in delays that pushed the scheduled work into the first quarter of 2013. The Caesar worked the entire fourth quarter of 2012 offshore Mexico on an accommodations project. On a combined basis, Subsea Construction vessel utilization decreased to 78% in the fourth quarter of 2012 from 93% in the third quarter of 2012.

Oil and Gas (Discontinued Operations)

o   Oil and Gas revenues decreased in the fourth quarter of 2012 compared to the third quarter of 2012 primarily due to decreased oil production.

o   Production in the fourth quarter of 2012 totaled 1.4 million barrels of oil equivalent (MMboe) compared to 1.5 MMboe in the third quarter of 2012.

o   The average price realized for oil, including the effects of settled oil hedge contracts, totaled $99.32 per barrel in the fourth quarter of 2012 compared to $98.57 per barrel in the third quarter of 2012. For natural gas and natural gas liquids, including the effect of settled natural gas hedge contracts, we realized $3.38 per thousand cubic feet of gas equivalent (Mcfe) in the fourth quarter of 2012 compared to $5.69 per Mcfe in the third quarter of 2012. The differential in our realized gas prices between the third and fourth quarters of 2012 was due to the fact that we discontinued hedge accounting on our commodity contracts in December as a result of the sale of ERT.

o   On February 6, 2013 we sold ERT, our former oil and gas subsidiary, for $620 million purchase price plus future overriding royalties.

Other Expenses

o   Selling, general and administrative expenses were 12.7% of revenue in the fourth quarter of 2012, 11.4% in the third quarter of 2012 and 13.1% in the fourth quarter of 2011. Spending levels primarily remained flat, while revenues decreased in the fourth quarter of 2012 compared to the third quarter of 2012.

o   Net interest expense and other increased to $11.9 million in the fourth quarter of 2012 from $9.2 million in the third quarter of 2012. Net interest expense decreased slightly to $10.8 million in the fourth quarter of 2012 compared to $11.3 million in the third quarter of 2012 due to an increase in capitalized interest over the same period. We realized foreign currency losses of $1.1 million in the fourth quarter of 2012 compared to gains of $2.1 million in the third quarter of 2012.

Financial Condition and Liquidity

o   Consolidated net debt at December 31, 2012 decreased to $582 million from $589 million as of September 30, 2012. Our total liquidity at December 31, 2012 was approximately $0.9 billion, consisting of cash on hand of $437 million and revolver availability of $488 million. Net debt to book capitalization as of December 31, 2012 was 29%. (Net debt to book capitalization is a non-GAAP measure. See reconciliation attached hereto.) Following the sale of ERT, on February 7, 2013 we repaid $318.4 million of debt under our Credit Agreement ($293.9 million of our term loans and $24.5 million of our revolver).

o   We incurred capital expenditures (including capitalized interest) totaling $157 million in both the third and fourth quarter of 2012, compared to $46 million in the fourth quarter of 2011. For the years ended December 31, 2012 and 2011, capital expenditures incurred totaled $497 million and $229 million, respectively.

Footnotes to “Summary of Results”:

(1)   Fourth quarter 2012 asset impairment charge of $157.8 million related to the pending sale of the Caesar and related mobile pipelay equipment. Third quarter 2012 asset impairment charge of $4.4 million associated with certain held-for-sale well intervention assets in Australia. Second quarter 2012 asset impairment charge related to decision to “cold stack” the Subsea Construction vessel, Intrepid, which was subsequently sold in the third quarter of 2012. Fourth quarter 2011 $6.6 million impairment charge related to our well intervention equipment in Australia.

(2)   Fourth quarter 2012 included impact of $157.8 million asset impairment charge related to the pending sale of the Caesar and related mobile pipelay equipment.

(3)   Fourth quarter 2012 included $138.6 million asset impairment charge related to the February 2013 sale of our oil and gas business. Fourth quarter 2011 included impairments primarily associated with the reduction in carrying values of certain oil and gas properties due to year end revisions in reserves.

(4)   Non-GAAP measure. See reconciliation attached hereto.

Footnotes to “Segment Information, Operational and Financial Highlights”:

(1)   Subsea construction vessel, Intrepid, sold in September resulting in pre-tax loss on disposal of $12.9 million.

(2)   Fourth quarter 2012 asset impairment charge of $157.8 million related to the pending sale of the Caesar and related mobile pipelay equipment. Third quarter 2012 asset impairment charge of $4.4 million associated with certain held-for-sale well intervention assets in Australia. Fourth quarter 2011 $6.6 million impairment charge related to our well intervention equipment in Australia.

(3)   Fourth quarter 2012 included $138.6 million asset impairment charge related to February 2013 the sale of our oil and gas business. Fourth quarter 2011 included impairments primarily associated with the reduction in carrying values of certain oil and gas properties due to year end revisions in reserves.

* * * * *

Conference Call Information

Further details are provided in the presentation for Helix’s quarterly conference call to review its fourth quarter 2012 results (see the “Investor Relations” page of Helix’s website, www.HelixESG.com). The call, scheduled for 9:00 a.m. Central Standard Time on Thursday, February 21, 2013, will be audio webcast live from the “Investor Relations” page of Helix’s website. Investors and other interested parties wishing to listen to the conference via telephone may join the call by dialing 800-757-8529 for persons in the United States and +1-212-231-2921 for international participants. The passcode is "Tripodo". A replay of the conference will be available under "Investor Relations" by selecting the "Audio Archives" link from the same page beginning approximately two hours after the completion of the conference call.

Helix Energy Solutions Group, headquartered in Houston, Texas, is an international offshore energy company that provides key life of field services to the energy market. For more information about Helix, please visit our website at www.HelixESG.com.

Reconciliation of Non-GAAP Financial Measures

Management evaluates Company performance and financial condition using certain non-GAAP metrics, primarily Adjusted EBITDAX, net debt and net debt to book capitalization. We calculate Adjusted EBITDAX as earnings before net interest expense, taxes, depreciation and amortization and exploration expense. Net debt is calculated as the sum of financial debt less cash and equivalents on hand. Net debt to book capitalization is calculated by dividing net debt by the sum of net debt, convertible preferred stock and shareholders’ equity. These non-GAAP measures are useful to investors and other internal and external users of our financial statements in evaluating our operating performance because they are widely used by investors in our industry to measure a company’s operating performance without regard to items which can vary substantially from company to company, and help investors meaningfully compare our results from period to period. Adjusted EBITDAX should not be considered in isolation or as a substitute for, but instead is supplemental to, income from operations, net income or other income data prepared in accordance with GAAP. Non-GAAP financial measures should be viewed in addition to, and not as an alternative to our reported results prepared in accordance with GAAP. Users of this financial information should consider the types of events and transactions which are excluded.

Forward-Looking Statements

This press release contains forward-looking statements that involve risks, uncertainties and assumptions that could cause our results to differ materially from those expressed or implied by such forward-looking statements. All statements, other than statements of historical fact, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, any projections of financial items; the timing of the closing of our pipelay vessel sales; future operations expenditures; any statements of the plans, strategies and objectives of management for future operations; any statement concerning developments; any statements regarding future economic conditions or performance; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. The forward-looking statements are subject to a number of known and unknown risks, uncertainties and other factors including but not limited to the performance of contracts by suppliers, customers and partners; actions by governmental and regulatory authorities; delays, costs and difficulties related to the pipelay vessel sales; operating hazards and delays; employee management issues; uncertainties inherent in the exploration for and development of oil and gas; complexities of global political and economic developments; geologic risks; volatility of oil and gas prices and other risks described from time to time in our reports filed with the Securities and Exchange Commission ("SEC"), including the Company's most recently filed Annual Report on Form 10-K and in the Company’s other filings with the SEC, which are available free of charge on the SEC’s website at www.sec.gov. We assume no obligation and do not intend to update these forward-looking statements except as required by the securities laws.

HELIX ENERGY SOLUTIONS GROUP, INC.
Comparative Condensed Consolidated Statements of Operations
	Three Months Ended Dec. 31,						Twelve Months Ended Dec. 31,
(in thousands, except per share data)	2012			2011			2012			2011
	(unaudited)						(unaudited)
Revenues	$	201,696		$	200,113		$	846,109		$	702,000
Cost of sales:
Contracting services		152,670			167,276			619,059			545,753
Contracting services impairments		157,951			6,564			177,135			6,564
		310,621			173,840			796,194			552,317
Gross profit (loss)		(108,925	)		26,273			49,915			149,683
Loss on sale of assets, net		(543	)		-			(13,476	)		(6	)
Non-hedge loss on commodity derivative contracts		(10,507	)		-			(10,507	)		-
Selling, general and administrative expenses		(25,661	)		(26,307	)		(94,415	)		(86,637	)
Income (loss) from operations		(145,636	)		(34	)		(68,483	)		63,040
Equity in earnings of investments		887			5,772			8,434			22,215
Other than temporary loss on investment		-			(10,563	)		-			(10,563	)
Net interest expense and other		(11,876	)		(11,385	)		(65,912	)		(73,642	)
Income (loss) before income taxes		(156,625	)		(16,210	)		(125,961	)		1,050
Income tax provision (benefit)		(57,753	)		(34,451	)		(59,158	)		(36,806	)
Income (loss) from continuing operations		(98,872	)		18,241			(66,803	)		37,856
Discontinued operations, net of tax		(71,888	)		(734	)		23,684			95,221
Net income (loss), including noncontrolling interests		(170,760	)		17,507			(43,119	)		133,077
Net income applicable to noncontrolling interests		(800	)		(744	)		(3,178	)		(3,098	)
Net income (loss) applicable to Helix		(171,560	)		16,763			(46,297	)		129,979
Preferred stock dividends		(7	)		(10	)		(37	)		(40	)
Net income (loss) applicable to Helix common shareholders	$	(171,567	)	$	16,753		$	(46,334	)	$	129,939
Weighted Avg. Common Shares Outstanding:
Basic		104,412			104,267			104,449			104,528
Diluted		104,412			104,697			104,449			104,953
Basic earnings (loss) per share of common stock:
Continuing operations	$	(0.95	)	$	0.17		$	(0.67	)	$	0.33
Discontinued operations		(0.69	)		(0.01	)		0.23			0.90
Net income (loss) per share of common stock	$	(1.64	)	$	0.16		$	(0.44	)	$	1.23
Diluted earnings (loss) per share of common stock:
Continuing operations	$	(0.95	)	$	0.17		$	(0.67	)	$	0.33
Discontinued operations		(0.69	)		(0.01	)		0.23			0.90
Net income (loss) per share of common stock	$	(1.64	)	$	0.16		$	(0.44	)	$	1.23

Comparative Condensed Consolidated Balance Sheets
ASSETS						LIABILITIES & SHAREHOLDERS' EQUITY
(in thousands)		Dec. 31, 2012		Dec. 31, 2011		(in thousands)	Dec. 31, 2012		Dec. 31, 2011
		(unaudited)					(unaudited)
Current Assets:						Current Liabilities:
Cash and equivalents (1)		$	437,100	$	546,463	Accounts payable	$	92,398	$	73,919
Accounts receivable			186,073		185,274	Accrued liabilities		161,514		146,112
Other current assets			96,934		93,584	Income tax payable		-		1,293
C-A of discontinued operations			84,000		118,921	Current mat of L-T debt (1)		16,607		7,877
						C-L of discontinued operations		182,527		166,975
Total Current Assets			804,107		944,242	Total Current Liabilities		453,046		396,176
						Long-term debt (1)		1,002,621		1,147,444
Property & Equipment			1,485,875		1,459,669	Deferred income taxes		359,237		417,610
Equity investments			167,599		175,656	Other long-term liabilities		5,025		9,367
Goodwill			62,935		62,215	N-C liabilities of discontinued operations		147,237		161,209
Other assets, net			49,837		35,166	Convertible preferred stock (1)		-		1,000
N-C assets of discontinued operations			816,227		905,399	Shareholders' equity (1)		1,419,414		1,449,541
Total Assets		$	3,386,580	$	3,582,347	Total Liabilities & Equity	$	3,386,580	$	3,582,347
(1)	Net debt to book capitalization - 29% at December 31, 2012. Calculated as total debt less cash and equivalents ($582,128)
	divided by sum of total net debt, convertible preferred stock and shareholders' equity ($2,001,542).

Helix Energy Solutions Group, Inc.
Reconciliation of Non GAAP Measures
Three and Twelve Months Ended December 31, 2012
Earnings Release:
Reconciliation From Net Income from Continuing Operations to Adjusted EBITDAX:
		4Q12			4Q11			3Q12			2012			2011
	(in thousands)
Net income (loss) from continuing operations	$	(98,872	)	$	18,241		$	11,172		$	(66,803	)	$	37,856
Adjustments:
Income tax provision (benefit)		(57,753	)		(34,451	)		1,270			(59,158	)		(36,806	)
Net interest expense and other		11,876			11,385			9,166			65,912			73,642
Depreciation and amortization		25,016			23,148			24,797			97,201			91,188
Asset impairment charges		157,951			17,127			4,594			177,135			17,127
EBITDA		38,218			35,450			50,999			214,287			183,007
Adjustments:
Noncontrolling interest		(1,039	)		(983	)		(1,037	)		(4,128	)		(4,060	)
Loss on commodity derivative contracts		9,977			-			-			9,977			-
Loss on sale of assets		543			-			12,933			13,476			6
Adjusted EBITDA from continuing operations		47,699			34,467			62,895			233,612			178,953
Adjusted EBITDAX from discontinued operations		65,528			131,134			64,539			367,216			489,709
Adjusted EBITDAX	$	113,227		$	165,601		$	127,434		$	600,828		$	668,662
We calculate adjusted EBITDAX as earnings before net interest expense, taxes, depreciation and amortization, and exploration
expense. These non-GAAP measures are useful to investors and other internal and external users of our financial statements in
evaluating our operating performance because they are widely used by investors in our industry to measure a company's operating
performance without regard to items which can vary substantially from company to company and help investors meaningfully
compare our results from period to period. Adjusted EBITDAX should not be considered in isolation or as a substitute
for, but instead is supplemental to, income from operations, net income or other income data prepared in
accordance with GAAP. Non-GAAP financial measures should be viewed in addition to, and not as an alternative
to our reported results prepared in accordance with GAAP. Users of this financial information should consider
the types of events and transactions which are excluded.

Helix Energy Solutions Group, Inc.
Reconciliation of Non GAAP Measures
Three Months Ended December 31, 2012
Earnings Release:
Reconciliation of significant items:
		4Q12
	(in thousands, except earnings per share data)
Nonrecurring items in continuing operations:
Caesar and related mobile pipelay impairment	$	157,765
Commodity derivative contract ineffectiveness		10,507
Tax benefit of the above		(58,895	)
Nonrecurring items in continuing operations, net:	$	109,377
Diluted shares		104,412
Net after income tax effect per share	$	1.05
Nonrecurring items in discontinued operations:
Oil and gas impairment	$	138,628
Commodity derivative contract ineffectiveness		(7,247	)
Tax benefit of the above		(45,983	)
Nonrecurring items in discontinued operations, net:	$	85,398
Diluted shares		104,412
Net after income tax effect per share	$	0.82

EX-99.2

EXHIBIT 99.2

* Fourth Quarter 2012 Conference Call February 21, 2013

* Forward-Looking Statements This presentation contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All such statements, other than statements of historical fact, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, any projections of financial items; the timing of the closing of our pipelay vessel sales; projections of contracting services activity; future operations expenditures; projections of utilization; any statements of the plans, strategies and objectives of management for future operations; any statements concerning developments; any statements regarding future economic conditions or performance; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. These statements involve certain assumptions we made based on our experience and perception of historical trends, current conditions, expected future developments and other factors we believe are reasonable and appropriate under the circumstances. The forward-looking statements are subject to a number of known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially. The risks, uncertainties and assumptions referred to above include the performance of contracts by suppliers, customers and partners; delays, costs and difficulties related to the pipelay vessel sale; actions by governmental and regulatory authorities; operating hazards and delays; employee management issues; local, national and worldwide economic conditions; uncertainties inherent in the exploration for and development of oil and gas; complexities of global political and economic developments; geologic risks, volatility of oil and gas prices and other risks described from time to time in our reports filed with the Securities and Exchange Commission (“SEC”), including the Company’s most recently filed Annual Report on Form 10-K and in the Company’s other filings with the SEC. Free copies of the reports can be found at the SEC’s website, www.SEC.gov. You should not place undue reliance on these forward-looking statements which speak only as of the date of this presentation and the associated press release. We assume no obligation or duty and do not intend to update these forward-looking statements except as required by the securities laws.

* Presentation Outline Executive Summary Summary of Q4 2012 Results (pg. 4) Operational Highlights by Segment Contracting Services (pg. 9) Oil & Gas (pg. 14) Key Balance Sheet Metrics (pg. 16) 2013 Outlook (pg. 19) Non-GAAP Reconciliations (pg. 23) Questions & Answers Helix CEO Owen Kratz initiating first steel cut for Q5000 newbuild at Jurong Shipyard in Singapore

* Executive Summary *

* Executive Summary ($ in millions, except per share data) Related to our non US (offshore UK) oil and gas property, Camelot, that was substantially abandoned as of December 31, 2012. See non-GAAP reconciliation on slide 24.

* Executive Summary Q4 2012 earnings (loss) per share of $(1.64) per diluted share compared with $0.14 per diluted share in Q3 2012 Impairment charge of $157.8 million ($102.5 million, $0.98 per share after-tax) related to the pending sale of the Caesar and related mobile pipelay equipment Impairment charge of $138.6 million ($90.1 million, $0.86 per share after-tax) related to the February 2013 sale of our oil and gas business (included in discontinued operations) Net realized loss of $3.3 million ($10.5 million loss in continuing operations and $7.2 million gain in discontinued operations) due to the discontinuance of hedge accounting on our commodity contracts as a result of the sale of our oil and gas business The above three items resulted in an after-tax impact of $(1.87) per diluted share - $(1.05) per diluted share continued operations and $(0.82) per diluted share discontinued operations. Contracting Services and Production Facilities 94% utilization of Well Intervention vessels with the Well Enhancer returning to service after 52-day regulatory dry dock; Q4000 100% utilized during the fourth quarter Robotics operated 10 chartered vessels during the fourth quarter, 87% utilization

* Executive Summary Oil and Gas Fourth quarter average production rate of 15.6 thousand barrels of oil equivalent per day (Mboe/d) – 70% oil Oil and gas production totaled 1.4 MMboe in Q4 2012 versus 1.5 MMboe in Q3 2012 Avg realized price for oil of $99.32 / Bbl ($98.57 / Bbl in Q3 2012), inclusive of hedges Avg realized price for gas of $3.38 / Mcfe ($5.69 / Mcfe in Q3 2012), inclusive of hedges Lower gas price realizations due to the discontinuance of hedge accounting on our commodity contracts in December as a result of the sale of our oil and gas business NGL production of 0.12 MMboe in Q4 2012 and 0.11 MMboe in Q3 2012 Balance sheet Cash decreased to $437 million at 12/31/2012 from $584 million at 9/30/2012 $154 million utilized to redeem convertible senior notes on 12/15/2012 Liquidity* at $925 million at 12/31/2012 Net debt decreased to $582 million at 12/31/2012 from $589 million at 9/30/2012 See updated debt maturity profile on slide 17 Liquidity as we define it is equal to cash and cash equivalents ($437 million), plus available capacity under our revolving credit facility ($488 million).

* Operational Highlights *

* ($ in millions, except percentages) See non-GAAP reconciliation on slide 25. Amounts are prior to intercompany eliminations. Before gross profit impact of asset impairment charges: $157.8 million for the Caesar in Q4, $4.4 million for well intervention assets at our former operations in Australia in Q3. 94% utilization for the Well Intervention fleet; Q4000 100% utilized for the fourth quarter Two additional ROVs added to Robotics fleet Robotics operated 10 chartered vessels (4 under long term charter) during the fourth quarter Pipelay vessels remain fully booked until the close of the sale transactions Contracting Services

* GOM Q4000 100% utilized during Q4 Full backlog thru 2014, plus pending commitments beyond Helix 534 expected to be placed in service in Q3 with full backlog the remainder of 2013 Full backlog in 2014 Backlog in 2015 and 2016 North Sea Seawell and Well Enhancer 91% utilized during Q4 on a variety of well intervention projects Both vessels fully booked in 2013 with commitments in 2014/2015 Charter agreement for the Skandi Constructor expected to commence Q2 2013 with an initial backlog of 75+ days Q4000 at work in the Gulf of Mexico Well Enhancer in transit Contracting Services – Well Ops

* 87% chartered vessel utilization, 62% utilization for ROVs, trenchers, ROVDrills Two work class ROVs placed into service in Q4 Grand Canyon commenced work in both ROV and trenching services in Q4 Commenced 150 day windfarm contract utilizing Grand Canyon and T1200 for London Array project in December FY2012 renewable energy services revenue of $54 million Extended ROV services contract in support of Murphy in APAC through 2013 T1200 mobilizing for operation in the North Sea Contracting Services – Robotics

* Express had 57% utilization in Q4 working in the GOM Caesar had 100% utilization in Q4 working in Mexico’s Bay of Campeche on accommodations project which continues thru July 2013 The reeled pipelay equipment is rented out to a third party thru Q1 2013 Sales of the pipelay assets expected to occur in May for the Express, and July for the Caesar Helideck installation utilizing the Caesar Contracting Services – Subsea Construction

* Intrepid (1) Express Caesar Olympic Canyon (2) Deep Cygnus (2) Olympic Triton (2) Grand Canyon (2) (6) spot vessels (2) Seawell Well Enhancer Q4000 49 ROVs 2 ROVDrill Units 4 Trenchers (1) Intrepid was cold stacked in Q3 2012 until it was sold in September. Vessel excluded from Q3 & Q4 2012 utilization statistics. (2) Chartered vessels. Contracting Services Utilization

* Financial Highlights ($ in millions, except production and price data) Fourth quarter 2012 impairment charge of $138.6 million taken to reduce the book value of the domestic Oil and Gas business to its estimated fair value as a result of its sale in February 2013. Fourth quarter 2011 impairments primarily associated with the reduction in carrying values of certain oil and gas properties due to year-end revisions in reserves. Fourth quarter 2011 and third quarter 2012 decommissioning overruns (ARO increases) related to our GOM properties. Including effect of settled hedges and mark-to-market derivative contracts. Natural gas per Mcf prices inclusive of sales of NGLs. Lower gas realizations in the fourth quarter due to the discontinuance of hedge accounting on our commodity contracts in December as a result of the announced sale of our oil and gas business. Oil & Gas

* Oil & Gas Included accretion expense. Excluded exploration expense and net hurricane-related costs (reimbursements). Included $2.0, $2.0, and $8.4 million related to a weather derivative contract (catastrophic bond) for the quarters ended December 31, 2012, December 31, 2011, and September 30,2012 respectively. Operating Costs ($ in millions, except per Boe data)

* Key Balance Sheet Metrics *

* Total funded debt of $1.1 billion at end of Q4 2012 consisting of: $204 million Convertible Senior Notes – 3.25% (A) ($172 million net of unamortized debt discount) $367 million Term Loan (B) - LIBOR + 3.50% on $271 million, and LIBOR + 2.75% on $96 million $100 million Revolver borrowings (C) – LIBOR + 2.75% $488 million of availability (including ~$12 million of LCs in place as of December 31, 2012) $275 million Senior Unsecured Notes – 9.5% $105 million MARAD Debt – 4.93% Convertible Notes Term Loans / Revolver Senior Unsecured Notes MARAD Debt $154 million of convertible senior notes issued in 2005 redeemed in December 2012 and remaining $4 million of 2005 notes in February 2013. $294 million of Term Loans repaid in February 2013 with proceeds from the sale of our oil and gas business. $24 million of our Revolver repaid in February 2013 with proceeds from the sale of our oil and gas business. Debt Maturity Profile

* Liquidity of approximately $925 million at 12/31/2012 ($ amounts in millions) Includes impact of unamortized debt discount under our convertible senior notes. Liquidity, as we define it, is equal to cash and cash equivalents ($437 million), plus available capacity under our revolving credit facility ($488 million). Proforma 2012 balance reflects cash proceeds and debt retirements as a result of the divestiture of our oil and gas business in February and our pipelay assets mid-2013. Debt and Liquidity Profile

* 2013 Outlook *

* 2013 Outlook ($ in millions) 2013 Outlook and 2012 Actual includes $27 million and $367 million from Oil and Gas discontinued operations. 2013 Outlook excluding Subsea Construction and Oil and Gas, plus expected annualized contribution from Helix 534 and charted Skandi Constructor.

* 2013 Outlook Contracting Services Backlog totaling $800 million at the end of 2012 (~$530 million expected to be completed in 2013) Strong utilization expected for the well intervention fleet Q4000 full backlog thru 2014, plus pending commitments beyond Helix 534 expected in service in Q3, full backlog for remainder of 2013 Full backlog in 2014 Backlog in 2015 and 2016 Seawell and Well Enhancer fully booked in 2013 with strong interest in 2014/2015 Skandi Constructor to commence work Q2 2013 with initial backlog of 75+ days Continuing to add ROV systems in 2013 to support commercial growth in our Robotics business Awarded geotechnical drilling campaign in APAC utilizing ROVDrill in Q1 2013 The sale of the Express and Caesar to close in May and July, respectively Oil and gas sale closed on February 6, 2013 $624 million in proceeds received (approximately $550 million in after-tax proceeds) $318 million of term loans ($294 million) and revolver ($24 million) repaid as a result of the sale

* 2013 Outlook - Capex Capital Expenditures Contracting Services (~$350 million) Q5000 new build (approximately $140 million of capex in 2013) On schedule for delivery in 2015 Newly acquired Helix 534 continues conversion in Singapore into a well intervention vessel Estimated $180 million for vessel, conversion and intervention riser system (approximately $70 million remaining be incurred in 2013) Expect to deploy vessel to Gulf of Mexico in Q3 2013 Approximately $45 million for intervention riser system and deck modifications for the Skandi Constructor (approximately $35 million remaining to be incurred in 2013) Continued incremental investment in Robotics business Maintenance capital for Seawell life extension and Helix Producer I dry dock

* Non-GAAP Reconciliations *

* Non-GAAP Reconciliations We calculate Adjusted EBITDAX as earnings before net interest expense, taxes, depreciation and amortization and exploration expense. These non-GAAP measures are useful to investors and other internal and external users of our financial statements in evaluating our operating performance; they are widely used by investors in our industry to measure a company’s operating performance without regard to items which can vary substantially from company to company, and help investors meaningfully compare our results from period to period. Adjusted EBITDAX should not be considered in isolation or as a substitute for, but instead is supplemental to, income from operations, net income and other income data prepared in accordance with GAAP. Non-GAAP financial measures should be viewed in addition to, and not as an alternative to our reported results prepared in accordance with GAAP. Users of this financial information should consider the types of events and transactions which are excluded from this measure. ($ in millions)

* Non-GAAP Reconciliations ($ in millions)

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