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): January 22, 2006

Cal Dive International, Inc.

(Exact name of registrant as specified in its charter)

Minnesota (State or other jurisdiction of incorporation)	0-22739 (Commission File Number)	95-3409686 (IRS Employer Identification No.)
400 N. Sam Houston Parkway E., Suite 400 Houston, Texas (Address of principal executive offices)		77060 (Zip Code)

281-618-0400
(Registrant’s telephone number,
including area 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):

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

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

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

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

TABLE OF CONTENTS

Press Release dated January 23, 2006

Slide Presentation

Item 1.01 Entry into a Material Definitive Agreement.

     On January 23, 2006, Cal Dive International, Inc. and Remington Oil and Gas Corporation issued a joint press release announcing that they have signed a definitive agreement under which Remington will merge into a subsidiary of Cal Dive in exchange for cash and common stock of Cal Dive.

     Under the terms of the definitive agreement, Remington stockholders, will receive in the merger $27.00 in cash and 0.436 shares of Cal Dive common stock for each Remington share they own. This represents a transaction value of approximately $46.33 per share, based on the closing price of Cal Dive shares on Friday, January 20, 2006. At closing the total net cost to Cal Dive will be reduced by the approximate $2 per share of cash Remington is expected to have on its balance sheet at that time. The acquisition is conditioned upon, among other things, the approval of Remington stockholders and customary regulatory approvals. The transaction is expected to be completed in the second quarter.

     A copy of the merger agreement will be filed with an amendment to this Current Report on Form 8-K.

Item 7.01 Regulation FD Disclosure

     Cal Dive International, Inc. is furnishing its slide presentation, which it will use at its teleconference and webcast on January 23, 2006, and which it may use from time to time in presentations related to its proposed business combination with Remington Oil and Gas Corporation. The slide presentation is furnished (not filed) as Exhibit 99.2 to this Current Report on Form 8-K. Information concerning the transaction and teleconference and webcast, which are accessible by the public, is contained in the joint press release furnished (not filed) as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

Number	Description
99.1	Press Release issued jointly by Cal Dive International, Inc. and Remington Oil and Gas Corporation dated January 23, 2006.
99.2	Slide Presentation (including reconciliations to non-GAAP financial information).

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: January 23, 2006

CAL DIVE INTERNATIONAL, INC.
By:	/s/ A. WADE PURSELL
	A. Wade Pursell
	Senior Vice President and Chief Financial Officer

Index to Exhibits

Exhibit No.	Description
99.1	Press Release issued jointly by Cal Dive International, Inc. and Remington Oil and Gas Corporation dated January 23, 2006.
99.2	Slide Presentation (including reconciliations to non-GAAP financial information).

EX-99.1

Exhibit 99.1

PRESSRELEASE

                    www.caldive.com

Cal Dive International, Inc. •400 N. Sam Houston Parkway E., Suite 400 • Houston, TX 77060-3500 • 281-618-0400 • fax: 281-618-0505

For Immediate Release 06-004

	Contact: Wade Pursell
Date:January 23, 2006	Title:           Chief Financial Officer

Cal Dive to Acquire Remington Oil and Gas

HOUSTON, TX – Cal Dive International, Inc. (Nasdaq: CDIS) and Remington Oil and Gas Corp. (NYSE: REM) announced today that they have signed an agreement under which Cal Dive will acquire Remington in a transaction valued at approximately $1.4 billion.

Under the terms of the agreement, Remington stockholders, will receive in the merger $27.00 in cash and 0.436 shares of Cal Dive common stock for each Remington share they own. This represents a transaction value of approximately $46.33 per share, based on the closing price of Cal Dive shares on Friday, January 20, 2006. At closing the total net cost to Cal Dive will be reduced by the approximate $2 per share of cash Remington is expected to have on its balance sheet at that time.

The acquisition is conditioned upon, among other things, the approval of Remington stockholders and customary regulatory approvals. The transaction is expected to be completed in the second quarter.

Remington is a best in class generator of prospective oil and gas properties in the Gulf of Mexico with an increasing focus on the deepwater. As of the end of 2005, Remington had around 280 bcfe of proved reserves (unaudited) and identified prospects with risked reserves of over 1,100 bcfe. Remington has around thirty highly skilled and specialized personnel at their base office in Dallas, Texas. This office will be maintained and all key management and operations personnel will become employees of Cal Dive at closing of the transaction.

Owen Kratz, Chairman and Chief Executive Officer, stated, “The acquisition of Remington is the next key step in the evolution of Cal Dive’s unique production contracting based business model. Access to both deepwater hydrocarbon prospects and the available means to exploit them, as an operator, should lead to the continuation of our differentiated long term earnings growth.”

Full details of the transaction including: the strategic rationale; an overview of Remington and earnings accretion data, together with other financial information, is provided in a slide show presentation that can be accessed at the Investor Relations page of www.caldive.com. These slides will be used by the Cal Dive executive management team to brief interested parties during a conference call scheduled for 9:00 am Central Standard Time today. The call will also be webcast live and a replay will be available from the audio archives page.

Cal Dive International, Inc., headquartered in Houston, Texas, is an energy service company which provides alternate solutions to the oil and gas industry worldwide for marginal field development, alternative development plans, field life extension and abandonment, with service lines including subsea intervention, reservoir management, facilities ownership and oil and gas production.

EX-99.2

Exhibit 99.2

Cal Dive International Remington Acquisition January 23, 2006

Forward-looking Statements Certain statements made herein contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The words "expect," "will," "look forward to" and similar expressions are intended to identify forward-looking statements. The expectations set forth in this filing regarding accretion, returns on invested capital, achievement of annual savings and synergies, achievement of strong cash flow, sufficiency of cash flow to fund capital expenditures and achievement of debt reduction targets are only the parties' expectations regarding these matters. Actual results could differ materially from these expectations depending on factors such as the combined company's cost of capital, the ability of the combined company to identify and implement cost savings, synergies and efficiencies in the time frame needed to achieve these expectations, prior contractual commitments of the combined companies and their ability to terminate these commitments or amend, renegotiate or settle the same, the combined company's actual capital needs, the absence of any material incident of property damage or other hazard that could affect the need to effect capital expenditures, any unforeseen merger or acquisition opportunities that could affect capital needs, the costs incurred in implementing synergies and the factors that generally affect both Cal Dive's and Remington's respective businesses as further outlined in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in each of the companies' respective Annual Reports on Form 10-K for the year ended December 31, 2004. Actual actions that the combined company may take may differ from time to time as the combined company may deem necessary or advisable in the best interest of the combined company and its shareholders to attempt to achieve the successful integration of the companies, the synergies needed to make the transaction a financial success and to react to the economy and the combined company's market for its exploration and production.

Additional Information Cal Dive and Remington will file a proxy statement/prospectus and other relevant documents concerning the proposed merger transaction with the Securities and Exchange Commission ("SEC"). Investors are urged to read the proxy statement/prospectus when it becomes available and any other relevant documents filed with the SEC because they will contain important information. You will be able to obtain the documents free of charge at the website maintained by the SEC at www.sec.gov. In addition, you may obtain documents filed with the SEC by Cal Dive free of charge by requesting them in writing from Cal Dive or by telephone at (281) 618-0400. You may obtain documents filed with the SEC by Remington free of charge by requesting them in writing from Remington or by telephone at (214) 210-2650. Cal Dive and Remington, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies from the stockholders of Remington in connection with the merger. Information about the directors and executive officers of Cal Dive and their ownership of Cal Dive stock is set forth in the proxy statement for Cal Dive's 2005 Annual Meeting of Shareholders. Information about the directors and executive officers of Remington and their ownership of Remington stock is set forth in the proxy statement for Remington's 2005 Annual Meeting of Stockholders. Investors may obtain additional information regarding the interests of such participants by reading the proxy statement/prospectus when it becomes available. The following documents are filed herewith pursuant to Rule 425 under the Securities Act of 1933: Slide show presentation to investors and analysts on January 23, 2006 and subsequent dates.

Participants

Transaction Overview $27.00 per share cash, 0.436 Cal Dive shares per Remington share. $1.4 billion enterprise value based on 30.15 million Remington shares. 58% cash / 42% stock. Tax free reorganization. Pro forma ownership: 86% Cal Dive, 14% Remington. Remington debt free with cash estimated to be $2 per share at closing. Conditions to closing. Regulatory approval. Remington stockholder approval. Expected close in second quarter. Remington team key to going concern. Retain all key management and operations personnel. Maintain Dallas office. Incentivized for future growth.

Strategic Rationale The acquisition of Remington is the next logical step in the evolution of Cal Dive's unique production contracting based business model...

Strategic Rationale Access to both deepwater prospects and the means to exploit them. Cal Dive operatorship. Results in continuation of differentiated long-term earnings growth. REM's prospect generation based growth strategy is highly complementary to Cal Dive's production model. REM will build on existing portfolio of deepwater PUDs. Create extra exploitation value through the deployment of CDIS assets for drilling, development, maintenance and abandonment. Accelerates high impact, ready to drill inventory. 4 Tcfe reserve potential (1 Tcfe risked). 4x proved reserves on risked basis. 100% working interest in all deepwater prospects.

Strategic Rationale Cal Dive can enhance financial results of key deepwater prospects by promoting partnership arrangements. Exploitation of REM's prospect inventory will provide increased backlog for Marine Contracting. Combined Shelf Production business has critical mass. Operating synergies and purchasing leverage. Utilize Remington seismic library across Cal Dive assets. Remington possesses a top flight technical team. The transaction is immediately accretive to earnings and cash flow.

Cal Dive Track Record In Production Formed ERT in 1992 - Acquisition of Sunset Assets. Leverage P&A expertise. Initial deepwater investment in 2000 - Gunnison. Continued to build PUD deepwater portfolio through 2005. Telemark, Devil's Island, Bass Lite, Tiger and Tulane. Complements expanding deepwater fleet and production facility expertise. Next step: Operatorship in deepwater. Control destiny, control development cycle time. Prospect generation is a critical capability. Annual production growth of 31% during past decade. Averaged approximately 30% return on capital over same period. Year-end 2005 reserves: 227 Bcfe (Remington: 279 Bcfe). 2006P production: 120 - 130 MMcfed (Remington: 128 MMcfed).

Evolution of Deepwater Reservoir Development Solutions 1995 - First Dynamically Positioned (DP) construction vessel in GOM (Witch Queen) 1997 - First rig alternative subsea well intervention vessel (Uncle John) 2001 - Acquired robotic "ROV" capability (Canyon) 2002 - Acquired subsea well intervention in UK (Well Ops UK) 2002 - Q4000 First purpose built construction / well ops vessel for 10,000 fsw 2003 - First provision of leased floating production system (Marco Polo) 2003 - First in field flow line pipelay vessel (Intrepid) 2004 - First pipe burial robot (Super Trencher) 2005 - Acquired resources for reservoir engineering, G&G and well engineering (Helix) 2006 - Converting first transmission pipelay vessel (Caesar) 2006 - Adding drilling capability to the Q4000 2006 - Initiated engineering of next Q4000 and redeployable floating production units.

Remington Overview Headquarters: Dallas, Texas Gulf of Mexico focused Highly specialized technical staff 2006P Net Production: 128 MMcfed Year-End 2005 Proved Reserves: 279 Bcfe After-tax PV-10: $38.25 per Remington share at forward curve. 63% Gas/37% Oil $2.47/Mcfe three-year average F&D costs Discovered 1 Tcfe (gross) between 1998 and 2004 Balanced, deep prospect inventory 150 prospects 1 Tcfe of net risked reserve potential

Experienced Team Utilizing An Extensive Seismic Library 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr East 20.4 27.4 90 20.4 West 30.6 38.6 34.6 31.6 North 45.9 46.9 45 43.9 MSGraph.Chart.8 MSGraph.Chart.8 Remington Team 3-D Seismic Coverage

Remington: A Track Record Of Organic Growth ... 1997 1998 1999 2000 2001 2002 2003 2004 20051 2006P East 19.7 38 46.7 55.5 79 76.2 95.3 104.4 114 128 23% CAGR ______________________________ 1 Pro forma to exclude impact of 27 MMcfed of deferred production associated with hurricanes Katrina and Rita. 1997 1998 1999 2000 2001 2002 2003 2004 2005P East 63 86 109 151 195 204 212 252 279 20% CAGR Net Production Proved Reserves

.... With Impressive Returns On Capital __________________________ 1 Peer group includes BDE, EPL, THX, PQUE, SKE, SGY and WTI. 2 See GAAP reconciliation at Company's website - www.caldive.com.

Remington Prospect Portfolio Bottom-up reserve risk assessment based on historical success rates. 5-7 year drilling inventory. Targeting 30% fleet utilization with Remington/ERT activity. 1: Over $1.0 Billion of life of field services involved.

Segment Operating Profit Mix Gross Profit (& Equity in Earnings) Contribution By Segment 2002 2003 2004 2005P 2006P 2006 Pro Forma Medium-term Target Contracting Services 0.5 0.28 0.25 0.48 0.55 0.41 0.5 Oil And Gas Production 0.5 0.72 0.75 0.52 0.45 0.59 0.5

Combined Deepwater Portfolio Drillable with Q4000 Independence Hub Telemark Bass Lite Marco Polo Noonan Devil's Island Tiger Gunnison Tulane Remington Deepwater Prospects Cal Dive Fields Ty Webb Motor Mouth Al Czervik Cal Dive Production Facilities

Remington Deepwater Inventory All Prospects: 100% Operated, 100% Working Interest Noonan 45-65 MMboe potential Transocean Amirante under contract Q3 2006 exploration well $102,500 dayrate (1/3 of current spot dayrate) Option for second well at $135,000 per day High quality inventory enables mitigation of exploration risk through utilization of partners on a promoted basis

Strategic Advantage Of Commercial Model In The Deepwater Model In The Deepwater Model In The Deepwater Model In The Deepwater Model In The Deepwater MSPhotoEd.3 MSPhotoEd.3 Drilling/Completion Facility Solutions Development Maintenance Abandonment Key Assets Q4000 Mobil Production Unit Intrepid Express Caesar ROVs Q4000 Seawell ROVs Q4000 Seawell Value Creating Methodologies Slimbore Wells Re-Deployment of Floater Pipe Burial Non Drill Rig Intervention 'Full cycle cost can be reduced by at least 20% compared to conventional approaches'

Q4000 Upgrade - Drilling Capability Addition Of Modular-Based Drilling System Hybrid Slimbore Technology Designed For Deepwater Exploration And Appraisal Scheduled Completion: Early 2007

Tangible Benefits In The Deepwater Acceleration 94% of 2006 Gulf of Mexico floater drilling capacity already contracted (65% in 2007). One year acceleration in average prospect = $7 - $10 million NPV benefit. Unlocked via Q4000/deepwater fleet/modular production facility. Pull through marine contracting revenue Sell down E&P working interest - still pull through 100% of contracting revenues. Maintain operatorship. Estimated $50 - $70 million in revenue per deepwater prospect.

Remington Key Fields Cal Dive Key Fields East Cameron 346 30 MMCFE/D net Key Shelf Production Locations West Cameron Area 20 MMCFE/D net Eugene/S. Marsh Island 24 MMCFE/D net S. Marsh Island 130 20 MMCFE/D net High Island A 557 9 MMCFE/D net Ship Shoal/ S. Timbalier 10 MMCFE/D net Ship Shoal/ S. Timbalier 10 MMCFE/D net Central Gulf Focus Critical Mass In Operations 22

Strategic Advantage Of Commercial Model A Hurricane Case Study Cal Dive production restored quickly in key winter natural gas markets. Average natural gas price: $13 per Mcf.

Financial Information

2006 Earnings / Cash Flow Accretion1 The acquisition is expected to be 8% accretive to 2006P consensus earnings and 37% accretive to 2006P cash flow. __________________________ 1 Presented on basis that transaction closed on January 1, 2006. 2 Based on $8.50 natural gas/$55 oil and 128 MMcfed production. 3 See GAAP reconciliation at Company's website - www.caldive.com.

2007 Earnings / Cash Flow Accretion The acquisition is expected to be 15% accretive to 2007P consensus earnings and 39% accretive to 2007P cash flow. __________________________ 1 Based on $8.50 natural gas/$55 oil and 175 MMcfed production. 2 See GAAP reconciliation at Company's website - www.caldive.com. 3 First Call Consensus estimate.

Pro Forma Condensed Balance Sheet (9/30/2005) (Dollar amounts in millions) 1 Defined as Total Debt divided by Total Debt plus Shareholders' Equity. 2 See GAAP reconciliation at Company's website - www.caldive.com

Pro Forma Debt Summary Pro forma interest coverage of 7.1x2 on TTM EBITDA. Projected Pro Forma 2006 Debt Service Coverage of 9.6x2 __________________________ 1 Floating rate, seven-year term, 1% amortization. 2 See GAAP reconciliation at Company's website - www.caldive.com.

Historical Debt Ratios1 Debt amortization through free cash flow and possible sale of minority stake in the non-core shelf contracting business and other assets. YE 02 YE 03 YE 04 9/1/2005 Sep-05 Pro Forma YE 06 Target 0.4 0.35 0.22 0.42 0.51 0.45 3.5 1.8 0.7 1.5 2.5 1.5 Debt/TTM EBITDA Debt/Book Capitalization 1 See GAAP reconciliation at Company's website - www.caldive.com.

Cal Dive Existing Hedges: As Of December 31, 2005 Opportunistically hedge up to 50% of production.

Cal Dive & Remington - A Winning Combination Cal Dive & Remington - A Winning Combination 4 + 27 = 1

Cal Dive International, Inc.
Reconciliation of Non GAAP Measures
Slide Presentation on January 23, 2006

Slide 9:

			Net Income From		Return on
ERT Return on Capital:	Total Capital 1		Operations 2		Capital
	(in millions, except percentages)
1995	$	12.3	$	—
1996		17.0		2.4		16	%
1997		14.7		4.0		25	%
1998		17.7		1.3		8	%
1999		36.1		5.3		20	%
2000		37.9		20.9		56	%
2001		55.8		15.5		33	%
2002		83.1		13.2		16	%
2003		135.0		37.7		28	%
2004		159.1		79.8		50	%
2005E		234.9		81.2		35	%
10 Year Average						29	%

1	Total capital defined as ERT equity, plus undiscounted decommissioning liability, less intercompany with CDI.
2	Defined as operating income plus accretion expense. Adjusted operating income then tax effected.

Slide 14:

	2004			2003			2002
	(in millions, except percentages)
Remington:
Net Income	$	61.0		$	42.9		$	11.3
Income Tax Provision		32.9			23.6			6.1
Interest Expense		0.9			1.6			2.1
EBIT (Earnings Before Interest and Taxes)		94.8			68.1			19.5
Tax Rate		35	%		35	%		35	%
Tax-Affected EBIT	$	61.6		$	44.3		$	12.7
		2004			2003			2002			2001
	(in millions, except percentages)
Shareholders’ Equity	$	314.0		$	241.9		$	193.7		$	125.3
Total Debt		—			18.0			39.1			74.3
Total Book Capitalization	$	314.0		$	259.9		$	232.8		$	199.6
Return on Capital Employed 1		21	%		18	%		6	%
3-Year Average Return on Capital Employed 1								15	%

¹ Return on Capital Employed defined as Tax-Affected EBIT divided by average book capitalization.

Slide 25 (2006):

				Remington/
	Cal Dive			Adjustments			Combined
	(in millions, except percentages and per share amounts)
Reconciliation From Net Income to EBITDA:
Net Income Applicable to Common Shareholders	$	235.0		$	61.5		$	296.5
Accretion and Dividends on Preferred Stock		2.0			—			2.0
Minority Interest		(38.0	)		—			(38.0	)
Income Tax Provision		134.0			33.2			167.2
Interest Expense, net & Other		28.0			62.4			90.4
Depreciation and Amortization		168.6			182.3			350.9
EBITDA	$	529.6		$	339.4		$	869.0
EBITDA Margin:
Revenues	$	1,138.4		$	415.2		$	1,553.6
EBITDA	$	529.6		$	339.4		$	869.0
		47	%		82	%		56	%
Cash Flow Per Share:
Net Income	$	237.0					$	298.5
Deferred Income Tax Provision		71.6						78.9
Depreciation and Amortization		168.6						350.9
Exploration Expense		12.9						46.1
Other Non Cash Items		—						5.2
	$	490.1					$	779.6
Diluted Shares		83.7						97.2
	$	5.86					$	8.02

Cal Dive International, Inc.
Reconciliation of Non GAAP Measures
Slide Presentation on January 23, 2006

Slide 26 (2007):

				Remington/
	Cal Dive			Adjustments			Combined
	(in millions, except percentages and per share amounts)
Reconciliation From Net Income to EBITDA:
Net Income Applicable to Common Shareholders	$	280.9		$	95.5		$	376.4
Accretion and Dividends on Preferred Stock		2.2			—			2.2
Minority Interest		(47.6	)		—			(47.6	)
Income Tax Provision		159.2			51.1			210.3
Interest Expense, net & Other		42.0			62.4			104.4
Depreciation and Amortization		253.6			257.7			511.3
EBITDA	$	690.3		$	466.7		$	1,157.0
EBITDA Margin:
Revenues	$	1,426.2		$	554.8		$	1,981.0
EBITDA	$	690.3		$	466.7		$	1,157.0
		48	%		84	%		58	%
Cash Flow Per Share:
Net Income	$	283.1					$	378.6
Deferred Income Tax Provision		84.2						84.2
Depreciation and Amortization		253.6						511.3
Exploration Expense		12.9						46.1
Other Non Cash Items		—						5.2
	$	633.8					$	1,025.4
Diluted Shares		83.7						97.2
	$	7.58					$	10.55

Slide 27:

	Actual					Pro Forma
Debt/Equity Market Capitalization:	9/30/2005			Adjustment		9/30/2005
	(in millions, except percentages and stock price)
Current Debt	$	6.6		$	—	$	6.6
Long-Term Debt		435.9			813.0		1,248.9
Total Debt	$	442.5		$	813.0	$	1,255.5
CDI Share Price (1/20/06)	$	44.33				$	44.33
Fully Diluted Shares Outstanding		83.7			13.6		97.2
Equity Market Capitalization	$	3,708.4				$	4,310.7
Debt/Market Capitalization		12	%				29	%

Slide 28:

													Pro Forma
	2002			2003			2004			TTM 9/30/05			TTM 9/30/05			YE 06 Target
	(in millions, except percentages and ratios)
Reconciliation from Net Income to EBITDA:
Net income applicable to common shareholders	$	12.4		$	32.8		$	79.9		$	119.4		$	202.3		$	296.5
Accretion and dividends on preferred stock		—			1.4			2.7			2.7			2.7			2.0
Cumulative effect of accounting change		—			(0.5	)		—			—			—			(38.0	)
Minority interest		—			—			—			—			—			167.2
Income tax provision		6.6			19.0			43.0			68.9			114.3			90.4
Net interest expense and other		2.0			3.4			5.4			6.5			8.8			350.9
Depreciation and amortization		44.8			70.8			108.3			114.1			185.4			—
Share of Equity Investments:														—
Depreciation		—			—			—			3.2			3.2			—
Interest Expense, net		—			—			—			1.6			1.6			—
EBITDA	$	65.8		$	126.9		$	239.3		$	316.4		$	518.3		$	869.0
Debt/Book Capitalization:
Total Debt	$	227.8		$	222.8		$	148.6		$	442.5		$	1,255.5		$	1,255.5
Book Capitalization:
Total Debt		227.8			222.8			148.6			442.5			1,255.5			1,255.5
Convertible Preferred Stock		—			24.5			55.0			55.0			55.0			55.0
Shareholders’ Equity		337.5			381.1			485.3			563.5			1,146.0			1,500.0
		565.3			628.4			688.9			1,061.0			2,456.5			2,810.5
Ratio		40	%		35	%		22	%		42	%		51	%		45	%
Debt/EBITDA:
Total Debt	$	227.8		$	222.8		$	148.6		$	442.5		$	1,255.5		$	1,255.5
EBITDA		65.8			126.9			239.3			316.4			518.3			869.0
Ratio		3.5			1.8			0.6			1.4			2.4			1.4

Cal Dive International, Inc.
Reconciliation of Non GAAP Measures
Slide Presentation on January 23, 2006

Slide 29 (in millions, except ratios):

Pro Forma Interest Coverage:
TTM Pro Forma 9/30/05 EBITDA	$	518.3
Pro Forma Annual Interest Expense		73.0
Coverage Ratio		7.1
Pro Forma 2006 Debt Service Coverage:
Projected 2006 EBITDA	$	869.0
Senior Secured		8.4
MARAD		3.6
Capital Leases		2.9
Convertible Preferred Stock Dividend		2.2
Pro Forma Annual Interest Expense		73.0
		90.1
Coverage Ratio		9.6