form8k72213.htm

PRESSRELEASE

www.HelixESG.com

Helix Energy Solutions Group, Inc. · 3505 W. Sam Houston Parkway E., Suite 400 · Houston, TX 77043 · 281-618-0400 · fax: 281-618-0505

For Immediate Release			13-012

Date: July 22, 2013	Contact:	Terrence Jamerson
		Director, Finance & Investor Relations

Helix Reports Second Quarter 2013 Results

HOUSTON, TX – Helix Energy Solutions Group, Inc. (NYSE: HLX) reported net income of $27.2 million, or $0.26 per diluted share, for the second quarter of 2013 compared to net income of $44.6 million, or $0.42 per diluted share, for the same period in 2012, and $1.6 million, or $0.02 per diluted share, in the first quarter of 2013. The net income for the six months ended June 30, 2013 was $28.8 million, or $0.27 per diluted share, compared with net income of $110.4 million, or $1.05 per diluted share, for the six months ended June 30, 2012.

Owen Kratz, President and Chief Executive Officer of Helix, stated, “With the sale of the Caesar and Express now behind us along with the pending sale of the Ingleside Spoolbase, we have completed our transition to a company focused on well intervention and robotics, two businesses with exciting growth prospects. Financially, we are pleased to have closed the chapter on the high yield notes with its payoff yesterday and our new credit facility provides us with a lower cost of capital.”

* * * * *

Summary of Results

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

		Quarter Ended									Six Months Ended
		6/30/2013			6/30/2012			3/31/2013			6/30/2013			6/30/2012
	Revenues	$	232,178		$	197,461		$	197,429		$	429,607		$	427,303

	Gross Profit (Loss)
	Operating	$	67,497		$	49,970		$	54,167		$	120,064		$	122,453
			29	%		25	%		27	%		28	%		29	%
	Contracting Services and ARO Impairments (1)		-			(21,532	)		(1,600	)		-			(21,532	)
	Total	$	67,497		$	28,438		$	52,567		$	120,064		$	100,921

	Net Income (Loss) Applicable to Common Shareholders
	Income (Loss) from continuing operations (2)	$	27,240		$	2,425		$	557		$	27,797		$	19,299
	Income (Loss) from discontinued operations		(29	)		42,216			1,058			1,029			91,069
	Total	$	27,211		$	44,641		$	1,615		$	28,826		$	110,368

	Diluted Earnings (Loss) Per Share
	Income (Loss) from continuing operations **	$	0.26		$	0.02		$	0.01		$	0.26		$	0.18
	Income (Loss) from discontinued operations	$	-		$	0.40		$	0.01		$	0.01		$	0.87
	Total	$	0.26		$	0.42		$	0.02		$	0.27		$	1.05

	Adjusted EBITDA from continuing operations **	$	74,533		$	48,920		$	42,031		$	116,564		$	123,018
	Adjusted EBITDAX from discontinued operations		-			102,606			31,754			31,754			237,149
	Adjusted EBITDAX (3)	$	74,533		$	151,526		$	73,785		$	148,318		$	360,167

**	First quarter 2013 includes $14.1 million loss in connection with the settlement of our commodity hedge contracts
	associated with our former oil and gas business, which were not included in the sale of ERT.

Note: Footnotes appear at end of press release.

Segment Information, Operational and Financial Highlights

(in thousands, unaudited)

	Three Months Ended
	6/30/2013			6/30/2012			3/31/2013
Continuing Operations:
Revenues:
Contracting Services	$	225,356		$	209,557		$	198,054
Production Facilities		24,174			19,963			20,393
Intercompany Eliminations		(17,352	)		(32,059	)		(21,018	)
Total	$	232,178		$	197,461		$	197,429

Income (Loss) from Operations:
Contracting Services	$	48,685		$	33,813		$	39,304
Production Facilities		14,643			9,882			11,185
Loss on sale of asset		(1,085	)		-			-
Contracting Services Impairments (1)		-			(14,590	)		-
Corporate/Other		(14,207	)		(22,334	)		(33,531	)
Intercompany Eliminations		(839	)		98			(1,720	)
Total	$	47,197		$	6,869		$	15,238
Equity in Earnings of Equity Investments	$	683		$	5,748		$	610

Discontinued Operations (Oil and Gas):
Revenues	$	-		$	149,933		$	48,847
Income (Loss) from Operations	$	(45	)	$	71,618		$	4,360

Note: Footnotes appear at end of press release.

Contracting Services

Well Intervention revenues decreased 7% in the second quarter of 2013 compared to the first quarter of 2013, primarily representing a slight decrease in vessel utilization. On a combined basis, vessel utilization decreased to 93% in the second quarter of 2013 from 100% in the first quarter of 2013. The three vessels in the North Sea (including the newly introduced Skandi Constructor) achieved 95% utilization in the second quarter compared to 100% for the two vessels, the Seawell and the Well Enhancer, in the first quarter of 2013. The decrease in this combined utilization rate reflects some downtime for maintenance on the Seawell and the Skandi Constructor being quayside while undergoing some modifications to ready her for deployment as a well intervention vessel. The Q4000 achieved 86% utilization in the Gulf of Mexico in the second quarter of 2013, ending its consecutive streak of three quarters with full utilization; however the primary reason for the decrease in utilization was a required and scheduled inspection of the vessel by the U.S. Coast Guard.

Robotics revenues increased 38% in the second quarter of 2013 compared to the first quarter of 2013, primarily reflecting a significant increase in vessel utilization as the seasonal decline in work over the winter months gave way to more normal activity levels. Chartered vessel utilization in the second quarter of 2013 was 98% compared to 69% in the first quarter of 2013.

Subsea Construction revenues increased 37% in the second quarter of 2013 compared to the first quarter of 2013, representing increased work scopes on both of the final two projects performed by the Express. We have completed the previously announced sale of our pipelay vessels, with the sale of the Caesar occurring in June 2013 and the sale of the Express just recently occurring on July 17, 2013.

Other Expenses

Selling, general and administrative expenses were 8.3% of revenue in the second quarter of 2013, 11.8% of revenue in the first quarter of 2013, and 10.9% in the second quarter of 2012. The decreased percentage of selling, general and administrative expenses in the second quarter of 2013 compared to the first quarter of 2013 is primarily attributable to lower headcount as well as severance costs incurred in the first quarter of 2013.

Net interest expense and other decreased to $11.3 million in the second quarter of 2013 from $14.1 million in the first quarter of 2013. Net interest expense increased to $11.3 million in the second quarter of 2013 compared to $10.3 million in the first quarter of 2013. The amount increased despite a substantial reduction in our outstanding indebtedness, including the repayment of both the Term Loan and Revolver debt ($150.4 million) during the quarter, because we no longer allocate any interest to our discontinued former oil and gas business. In the first quarter of 2013, $2.7 million of net interest expense was allocated to our former oil and gas business prior to its sale in February 2013.

Financial Condition and Liquidity

Consolidated net debt at June 30, 2013 decreased to $35 million from $72 million at March 31, 2013. Our total liquidity at June 30, 2013 was approximately $1.1 billion, consisting of cash on hand of $514 million and revolver availability of $579 million. Net debt to book capitalization at June 30, 2013 was 2%. (Net debt to book capitalization is a non-GAAP measure. See reconciliation attached hereto.)

In June 2013, we entered into a new $900 million Credit Agreement to replace the then existing credit facility, which we fully repaid using cash on hand, including the proceeds from the sale of the Caesar. The new Credit Facility consists of a $300 Term Loan and $600 million Revolving Credit Facility. The Credit Facility will mature on July 19, 2018. We had no amounts outstanding under the facility at June 30, 2013. In July 2013, we borrowed the $300 million under the Term Loan component of the facility, at a rate of one-month LIBOR plus 2.75%, to fund the redemption of the remaining $275 million of our 9.5% Senior Unsecured Notes (as discussed in next paragraph).

On July 22, 2013, we redeemed the remaining Senior Unsecured Notes outstanding. In the transaction we paid $282 million, including the $275 million principal amount, $6.5 million in premium and $0.5 million of accrued interest. In the third quarter of 2013, we will record a loss on early extinguishment of debt of $8.6 million associated with the early redemption of this debt.

We incurred capital expenditures (including capitalized interest) totaling $59 million in the second quarter of 2013, compared to $80 million (including $17 million in oil and gas related capital expenditures) in the first quarter of 2013 and $76 million in the second quarter of 2012. The capital expenditures for the second quarter included $22 million related to the H534 conversion.

Footnotes to “Summary of Results”:

(1)	Second quarter 2012 asset impairment charge of $14.1 million related to the sale of the Intrepid; $6.9 million ARO increase related to or non-domestic oil and gas property located in the North Sea.

(2)	Second quarter 2012 asset impairment charge of $14.1 million related to the sale of the Intrepid; $6.9 million ARO increase related to or non-domestic oil and gas property located in the North Sea.

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

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

(1)	Second quarter 2012 asset impairment charge of $14.1 million related to the sale of the Intrepid.

* * * * *

Conference Call Information

Further details are provided in the presentation for Helix’s quarterly conference call to review its second quarter 2013 results (see the “Investor Relations” page of Helix’s website, www.HelixESG.com). The call, scheduled for 9:00 a.m. Central Daylight Time on Tuesday, July 23, 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 800-728-2056 for persons in the United States and +1-212-231-2900 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 EBITDA from continuing operations and Adjusted EBITDAX, net debt and net debt to book capitalization. We calculate Adjusted EBITDA from continuing operations as earnings before net interest expense and other, taxes, depreciation and amortization. Adjusted EBITDAX is Adjusted EBITDA plus the earnings of our former oil and gas business before net interest expense and other, taxes, depreciation and amortization, and exploration expenses. 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 EBITDA and 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 statements regarding our strategy, any statements regarding future utilization, any projections of financial items; 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; operating hazards and delays; our ultimate ability to realize current backlog; employee management issues; 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 Jun. 30,						Six Months Ended Jun. 30,
(in thousands, except per share data)	2013			2012			2013			2012
	(unaudited)						(unaudited)

Revenues	$	232,178		$	197,461		$	429,607		$	427,303
Cost of sales		164,681			169,023			309,543			326,382
Gross profit		67,497			28,438			120,064			100,921
Loss on settlement commodity derivative contracts		-			-			(14,113	)		-
Loss on sale of assets		(1,085	)		-			(1,085	)		-
Selling, general and administrative expenses		(19,215	)		(21,569	)		(42,431	)		(43,984	)
Income from operations		47,197			6,869			62,435			56,937
Equity in earnings of investments		683			5,748			1,293			6,155
Other income - oil and gas		1,282			-			4,100			-
Net interest expense and other		(12,556	)		(13,356	)		(29,445	)		(44,890	)
Income (loss) before income taxes		36,606			(739	)		38,383			18,202
Income tax provision (benefit)		8,577			(3,953	)		9,020			(2,675	)
Income from continuing operations		28,029			3,214			29,363			20,877
Discontinued operations, net of tax		(29	)		42,216			1,029			91,069
Net income, including noncontrolling interests		28,000			45,430			30,392			111,946
Less net income applicable to noncontrolling interests		(789	)		(789	)		(1,566	)		(1,578	)
Net income applicable to Helix	$	27,211		$	44,641		$	28,826		$	110,368

Weighted Avg. Common Shares Outstanding:
Basic		105,046			104,563			105,039			104,547
Diluted		105,133			105,042			105,141			105,012

Basic earnings per share of common stock:
Continuing operations	$	0.26		$	0.02		$	0.26		$	0.18
Discontinued operations		-			0.40			0.01			0.87
Net income per share of common stock	$	0.26		$	0.42		$	0.27		$	1.05

Diluted earnings per share of common stock:
Continuing operations	$	0.26		$	0.02		$	0.26		$	0.18
Discontinued operations		-			0.40			0.01			0.87
Net income per share of common stock	$	0.26		$	0.42		$	0.27		$	1.05

* Second Quarter 2013 Conference Call July 23, 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; 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; actions by governmental and regulatory authorities; operating hazards and delays; our ultimate ability to realize current backlog; employee management issues; local, national and worldwide economic conditions; 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 Q2 2013 Results (pg. 4) Operational Highlights by Segment Contracting Services (pg. 9) Key Balance Sheet Metrics (pg. 14) 2013 Outlook (pg. 17) Non-GAAP Reconciliations (pg. 21) Questions & Answers UHD ROV mobilizing in the Gulf of Mexico

* Executive Summary *

* Executive Summary ($ in millions, except per share data) Q2 2012 includes: $14.1 million asset impairment charge related to the Intrepid; $6.9 million ARO increase related to our non-domestic oil and gas property located in the North Sea. See non-GAAP reconciliation on slide 22.

* Executive Summary Q2 2013 earnings per share of $0.26 per diluted share compared with $0.02 per diluted share in Q1 2013 Contracting Services and Production Facilities Skandi Constuctor (chartered vessel) entered Well Intervention fleet in Q2 93% utilization of Well Intervention vessels; outlook remains strong for the remainder of 2013 and beyond Robotics chartered vessel utilization improved to 98% in Q2 Closed the previously announced sale transactions involving our pipelay assets (the Caesar in June and Express in July)

* Executive Summary Balance sheet Cash and cash equivalents decreased to $514 million at 06/30/2013 from $626 million at 03/31/2013 Repaid term loan and revolver borrowings during Q2 ($150 million) $108 million in pre-tax proceeds from the sale of the Caesar in June 2013 offset by aforementioned payments on term loan and revolver Liquidity* at $1.1 billion at 06/30/2013 Net debt decreased to $35 million at 06/30/2013 from $72 million at 03/31/2013 See updated maturity profile on slide 15 In June 2013 we entered into new $900 million credit agreement consisting of $600 million revolving credit facility and a $300 million term loan (5 year term) On July 22, 2013 we redeemed all of the remaining $275 million of 9.5% Senior Unsecured Notes outstanding using the $300 million Term Loan proceeds that we received in July Liquidity, as we define it, is equal to cash and cash equivalents ($514 million), plus available capacity under our revolving credit facility ($579 million).

* Operational Highlights *

* ($ in millions, except percentages) See non-GAAP reconciliation on slide 23. Amounts are prior to intercompany eliminations. Before gross profit impact of asset impairment charges: $14.6 million for the Intrepid in 2Q 2012. 93% utilization for the Well Intervention fleet Skandi Constructor (chartered Well Intervention vessel) entered fleet in April 2013 98% chartered vessel utilization in Robotics Closed the previously announced pipelay vessel sales transactions in June and July 2013 Contracting Services

* GOM Q4000 86% utilized during Q2; downtime for inspections and maintenance IRS no. 2 on hire starting June 1, 2013 for the remainder of 2013 Helix 534 now expected to commence operating in the Gulf of Mexico in late Q4 with full backlog for remainder of 2013, 2014, and extending into 2017 Negotiations on-going to extend Q4000 commitments into 2018 North Sea 95% utilization across all 3 vessels during Q2 on various well intervention and ROV support projects Skandi Constructor is currently being upgraded to receive its new intervention system for deployment in the UK and W. Africa All vessels fully booked through 2014, with commitments extending into 2015 Contracting Services – Well Ops Intervention Riser System undergoing testing

* 98% chartered vessel utilization in Q2 Four vessels under long-term charter, plus five vessels of opportunity 61% utilization for ROVs, trenchers, and ROVDrills Deep Cygnus performing ROVDrill project for Statoil in Norway Grand Canyon achieved 97% utilization performing both trenching and ROV services projects in the North Sea Olympic Triton continued various scopes of work in Brazil throughout the quarter Awarded 18-month contract extension for ROV services project in India utilizing the Olympic Canyon Awarded multi-year contract to deploy two work class ROVs commencing Q3 2013 Integrated two new 200hp work class ROVs onboard newbuild vessel REM Installer Three-year charter commenced in July 2013 Immediately went to work on an accommodations project in the North Sea Contracting Services – Robotics Renderings of T1500 seabed trenching ROV

* Express had 100% utilization in Q2 working in the GOM Sale of the Caesar was completed on June 17th Sale of the Express was completed on July 17th Entered into an agreement to sell Ingleside shorebase facilities to EMAS-AMC (closing expected in January 2014) Contracting Services – Subsea Construction Express at work in the Gulf of Mexico

* Express Caesar Olympic Canyon (1) Deep Cygnus (1) Olympic Triton (1) Grand Canyon (1) Seawell Well Enhancer Q4000 Skandi Constructor (1) 49 ROVs 2 ROVDrill Units 4 Trenchers (1) Chartered vessels Contracting Services Utilization

* Key Balance Sheet Metrics *

* Total funded debt of $603 million at end of Q2 2013 (Pro forma retirement of senior notes): $200 million Convertible Senior Notes – 3.25% (A) ($171 million net of unamortized debt discount) $300 million Term Loan – LIBOR + 2.75% Annual amortization payments of 5% in years 1 and 2, 10% per annum in years 3 through 5 $103 million MARAD Debt – 4.93% Semi-annual payments toward principal Convertible Notes Term Loan MARAD Debt Debt Maturity Profile Stated maturity 2032. First put / call date – March 2018.

* Liquidity of approximately $1.1 billion at 6/30/2013 ($ 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 ($514 million), plus available capacity under our revolving credit facility ($579 million). Pro forma July 2013 balance reflects cash proceeds of $80 million from the sale of the Express and $300 million in proceeds received from the Term Loan, less $282 million used to retire the remaining Senior Unsecured Notes outstanding. Debt and Liquidity Profile

* 2013 Outlook *

* 2013 Outlook ($ in millions) 2013 Outlook and 2012 Actual includes $32 million and $367 million, respectively, from Oil and Gas discontinued operations. 2013 Outlook excluding Subsea Construction and Oil and Gas, plus expected annualized contribution from Helix 534 and chartered Skandi Constructor vessel.

* 2013 Outlook Contracting Services Backlog as of June 30, 2013 was approximately $1.8 billion Utilization expected to remain strong for the well intervention fleet Q4000 backlog thru 2015; on-going negotiations to extend contracted work into 2018 Q5000 initial backlog of 270 days annually over first 5 years of operations Intervention riser system no. 2 on standby rate as of Q2 2013 thru Q1 2014 Helix 534 now expected in service in late Q4; full backlog for remainder of 2013 thru 2014; with backlog building into 2017 Seawell, Well Enhancer, and Skandi Constructor fully booked through 2014, with commitments into 2015 Skandi Constructor expected to commence well intervention work in August after installation of its well intervention equipment North Sea well intervention vessels have over 950 days of committed work in 2014 in the UK, Africa, and Canada Continuing to add ROV systems and assess vessel charter opportunities to support commercial growth in our Robotics business Entered into an agreement to sell Ingleside shorebase facilities to EMAS-AMC

* 2013 Outlook – Capex Capital Expenditures Contracting Services (approximately $365 million in 2013) $59 million incurred in Q2, $121 million year to date Q5000 new build (approximately $135 million in 2013) On schedule for delivery in 2015 Helix 534 continues conversion in Singapore into a well intervention vessel Updated estimate of $206 million for vessel, conversion and intervention riser system (approximately $39 million remaining be incurred in 2013) Now expected to deploy vessel in the Gulf of Mexico in late Q4 2013 Approximately $43 million for intervention riser system and deck modifications for the Skandi Constructor (approximately $13 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 EBITDA from continuing operations as earnings before net interest expense and other, taxes, depreciation and amortization. Adjusted EBITDAX is Adjusted EBITDA from continuing operations plus the earnings of our former oil and gas business before net interest expense and other, 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 EBITDA from continuing operations and 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)

* * Follow Helix ESG on Twitter: www.twitter.com/Helix_ESG Join the discussion on LinkedIn: www.linkedin.com/company/helix

Minnesota (State or other jurisdiction of incorporation)	001-32936 (Commission File Number)		95-3409686 (IRS Employer Identification No.)
3505 West Sam Houston Parkway North, Suite 400 Houston, Texas (Address of principal executive offices)		281-618-0400 (Registrant’s telephone number, including area code)	77043 (Zip Code)

	HELIX ENERGY SOLUTIONS GROUP, INC.

	By:	/s/ Anthony Tripodo
		Anthony Tripodo
		Executive Vice President and Chief Financial Officer

Comparative Condensed Consolidated Balance Sheets

ASSETS						LIABILITIES & SHAREHOLDERS' EQUITY
(in thousands)		Jun. 30, 2013		Dec. 31, 2012		(in thousands)	Jun. 30, 2013		Dec. 31, 2012
		(unaudited)					(unaudited)
Current Assets:						Current Liabilities:
Cash and equivalents (1)		$	513,527	$	437,100	Accounts payable	$	91,836	$	92,398
Accounts receivable			197,014		186,073	Accrued liabilities		100,091		161,514
Other current assets			63,579		96,934	Income tax payable		-		-
C-A of discontinued operations			-		84,000	Current mat of L-T debt (1)		5,247		16,607
						C-L of discontinued operations		-		182,527
Total Current Assets			774,120		804,107	Total Current Liabilities		197,174		453,046



Property & Equipment			1,426,367		1,485,875	Long-term debt (1)		543,341		1,002,621
Equity investments			162,839		167,599	Deferred income taxes		288,596		359,237
Goodwill			61,750		62,935	Other long-term liabilities		19,838		5,025
Other assets, net			49,673		49,837	N-C liabilities of discontinued operations		-		147,237
N-C assets of discontinued operations			-		816,227	Shareholders' equity (1)		1,425,800		1,419,414
Total Assets		$	2,474,749	$	3,386,580	Total Liabilities & Equity	$	2,474,749	$	3,386,580

(1)	Net debt to book capitalization - 2% at June 30, 2013. Calculated as total debt less cash and equivalents ($35,061)
	divided by sum of total net debt, convertible preferred stock and shareholders' equity ($1,460,861).

Helix Energy Solutions Group, Inc.
Reconciliation of Non GAAP Measures
Three and Six Months Ended June 30, 2013

Earnings Release:

Reconciliation From Net Income from Continuing Operations to Adjusted EBITDAX:

										Six Months
		2Q13			2Q12			1Q13			2013			2012
	(in thousands)

Net income from continuing operations	$	28,029		$	3,214		$	1,334		$	29,363		$	20,877
Adjustments:
Income tax provision (benefit)		8,577			(3,953	)		443			9,020			(2,675	)
Net interest expense and other		12,556			13,356			16,889			29,445			44,890
Depreciation and amortization		25,312			22,739			24,380			49,692			47,388
Asset impairment charges		-			14,590			-			-			14,590
EBITDA		74,474			49,946			43,046			117,520			125,070
Adjustments:
Noncontrolling interest		(1,026	)		(1,026	)		(1,015	)		(2,041	)		(2,052	)
Loss on commodity derivative contracts		-			-			-			-			-
Loss on sale of assets		1,085			-			-			1,085			-
Adjusted EBITDA from continuing operations		74,533			48,920			42,031			116,564			123,018

Adjusted EBITDAX from discontinued operations		-			102,606			31,754			31,754			237,149
Adjusted EBITDAX	$	74,533		$	151,526		$	73,785		$	148,318		$	360,167



We calculate adjusted EBITDA from continuing operations as earnings before net interest expense and other, taxes and depreciation
and amortization. Adjusted EBITDAX is adjusted EBITDA plus the earnings of our former oil and gas business before net interest
expense and other, taxes, depreciation and amortization and exploration expenses. 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 EBITDA and 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.