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): October 31, 2006

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 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):

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

o 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))

Item 2.02 Results of Operations and Financial Condition.

     Attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated by reference herein are the press release and Third Quarter 2006 Earnings Conference Call Presentation issued by the Registrant on October 31, 2006 regarding earnings for the third quarter of 2006. This information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 and is not incorporated by reference into any Securities Act registration statements.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Number	Description
99.1	Press Release of Helix Energy Solutions Group, Inc. dated October 31, 2006, reporting financial results for the third quarter of 2006.
99.2	Third Quarter 2006 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: October 31, 2006

HELIX ENERGY SOLUTIONS GROUP, 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 of Helix Energy Solutions Group, Inc. dated October 31, 2006, reporting financial results for the third quarter of 2006.
99.2	Third Quarter 2006 Earnings Conference Call Presentation.

EX-99.1

Exhibit 99.1
 

PRESSRELEASE

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 06-029                    

		Contact:	Wade Pursell
Date:	October 31, 2006	Title:	Chief Financial Officer

Helix Reports Third Quarter Results

HOUSTON, TX —Helix Energy Solutions (NYSE: HLX) reported third quarter net income of $57.0 million, or $0.60 per diluted share.

Summary of Results
(in thousands, except per share amounts and percentages)

	Third						Second			Nine
	Quarter						Quarter			Months
	2006			2005			2006			2006			2005
Revenues	$	374,424		$	209,338		$	305,013		$	971,085		$	535,444
Gross Profit		130,470			82,928			131,692			364,428			187,220
		35	%		40	%		43	%		38	%		35	%
Net Income		57,029			42,671			69,139			181,557			94,108
		15	%		20	%		23	%		19	%		18	%
Diluted Earnings Per Share		0.60			0.53			0.83			2.09			1.17

Martin Ferron, President and Chief Executive Officer of Helix, stated, “This was a rare quarter when we failed to meet our earnings expectations for the following main reasons:

• Our oil and gas sales averaged 35 mcfe/d less than our projection, due primarily to pipeline shut-ins and production management issues following the acquisition of Remington.

• We had four major marine assets in the shipyard for longer than anticipated to complete maintenance or upgrade work.

• We incurred $16 million of dry hole cost related to two deepshelf wells commenced by Remington in the second quarter before the acquisition was closed.

• We had around $6 million of contracting profit elimination due to a focus on providing assets for production restoration.

• We expensed around $6 million of facility repair work caused by the hurricanes of last year. Eventually insurance proceeds should cover much of this cost.

• We incurred around $2 million of true one off integration costs linked to the acquisition of Remington.

• Spot natural gas prices were lower than expected, especially later in the quarter.

“All of these factors contributed to around $0.40 of earnings shortfall. The better news is that in Q4: we are gradually improving our production as we get access to previously shut-in pipelines; all four of the major marine assets will achieve much improved utilization; we have a new production management team in place; we have reprioritized the deep shelf drilling program; spot natural gas are higher; and we should not incur any further one time acquisition related costs.

“Due to the improved situation in Q4 we maintain the full year 2006 earnings guidance of $2.80 - $3.20/share as provided on October 2^nd. We anticipate providing updated guidance for 2007 following Board approval of our budget in mid-December.”

Financial Highlights

• Revenues: The $165.1 million increase in year-over-year third quarter revenues was driven primarily by significant improvements in contracting services revenues due to the introduction of newly acquired assets and much better market conditions. In addition, Oil and Gas sales increased $69.6 million due primarily to the production added from the Remington acquisition.

• Margins: 35% is five points less than the year ago quarter due primarily to the aforementioned dry hole costs and facility repair costs. Without these charges, gross margin for the third quarter 2006 would have been 41%.

• SG&A: $30.3 million increased $14.4 million from the same period a year ago due primarily to increased overhead to support the Company’s growth. This level of SG&A was 8% of third quarter revenues, same as the year ago quarter.

• Equity in Earnings: $1.9 million reflects primarily our share of Deepwater Gateway, L.L.C.’s earnings for the quarter relating to the Marco Polo facility offset by a loss on our investment in OTSL (our Trinidadian investment) due primarily to mechanical issues experienced on the Witch Queen.

• Income Tax Provision: The Company’s effective tax rate for the quarter was 35% which is less than the 37% rate in last year’s third quarter due primarily to the Company’s ability to realize foreign tax credits due to improved profitability both domestically and in foreign jurisdictions.

• Shares Outstanding: On July 1, 2006, Helix acquired Remington Oil & Gas for approximately $1.4 billion paying approximately 60% with cash and 40% with Helix stock. The additional shares were the primary cause of total diluted shares outstanding increasing to 96.9 million for the third quarter 2006 from 82.2 million in the third quarter 2005. In addition, the Board of Directors authorized the Company to buy back up to $50 million of its stock in the open market. During October approximately 1.1 million shares were purchased at a weighted average price of $29.22 per share.

• Balance Sheet: To fund the cash portion of the Remington acquisition the Company entered into an $835 million Term B facility increasing total debt to $1,277 million as of September 30, 2006. This represents 47% debt to book capitalization and with $593 million of EBITDAX during the last twelve months, this represents 2.2 times trailing twelve month EBITDAX.

Further details are provided in the presentation for Helix’s quarterly conference call (see the Investor Relations page of www.HelixESG.com). In addition, reconciliations of non-GAAP measures are included on the Investor Relations page of our website. The call, scheduled for 9:00 a.m. Central

Standard Time on Wednesday, November 1, 2006, will be webcast live. A replay will be available from the Audio Archives page.

Helix Energy Solutions, headquartered in Houston, Texas, is an energy services company that provides innovative solutions to the oil and gas industry worldwide for marginal field development, alternative development plans, field life extension and abandonment, with service lines including diving services, shelf and deepwater construction, robotics, well operations, well engineering and subsurface consulting services, platform ownership and oil and gas production.

FORWARD-LOOKING STATEMENTS

This press release and attached presentation contain 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 statements that could be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, any projections of revenue, gross margin, expenses, earnings or losses from operations, or other financial items; future production volumes, results of exploration, exploitation, development, acquisition and operations expenditures, and prospective reserve levels of property or wells; any statements of the plans, strategies and objectives of management for future operations; any statement concerning developments, performance or industry rankings relating to services; 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 risks, uncertainties and assumptions referred to above include the performance of contracts by suppliers, customers and partners; employee management issues; complexities of global political and economic developments, geologic risks and other risks described from time to time in our reports filed with the Securities and Exchange Commission (“SEC”), including the Company’s Annual Report on Form 10-K for the year ending December 31, 2005 and subsequent quarterly reports on Form 10-Q. We assume no obligation and do not intend to update these forward-looking statements.

HELIX ENERGY SOLUTIONS GROUP, INC.

Comparative Condensed Consolidated Statements of Operations

	Three Months Ended Sep. 30,				Nine Months Ended Sep. 30,
(in thousands, except per share data)	2006		2005		2006		2005
	(Unaudited)
Net revenues	$	374,424	$	209,338	$	971,085	$	535,444
Cost of sales		243,954		126,410		606,657		348,224
Gross profit		130,470		82,928		364,428		187,220
Gain on sale of assets, net		2,287		329		2,570		1,254
Selling and administrative		30,309		15,892		78,751		41,588
Income from operations		102,448		67,365		288,247		146,886
Equity in earnings of investments		1,897		3,721		12,653		8,158
Net interest expense and other		15,103		2,766		20,543		4,868
Income before income taxes		89,242		68,320		280,357		150,176
Income tax provision		31,409		25,099		96,387		54,418
Net income		57,833		43,221		183,970		95,758
Preferred stock dividends		804		550		2,413		1,650
Net income applicable to common shareholders	$	57,029	$	42,671	$	181,557	$	94,108
Other Financial Data:
Net income applicable to common shareholders	$	57,029	$	42,671	$	181,557	$	94,108
Preferred stock dividends		804		550		2,413		1,650
Income tax provision		31,409		25,099		96,387		54,418
Net Interest expense and other		15,103		2,766		20,543		4,868
Non-cash stock compensation expense		1,910		311		5,726		708
Depreciation and amortization		63,879		28,746		131,451		83,925
Non-cash impairment		—		—		—		790
Dry hole expense		16,869		—		37,615		—
Exploration expense		2,651		928		3,680		5,950
Share of equity investments:
Depreciation		1,238		1,200		3,720		3,207
Interest expense, net		79		143		253		1,562
EBITDAX(1)	$	190,971	$	102,414	$	483,345	$	251,186
Weighted Avg. Shares Outstanding:
Basic		91,531		77,526		82,706		77,372
Diluted		96,918		82,160		88,209		81,962
Earnings Per Share:
Basic	$	0.62	$	0.55	$	2.20	$	1.22
Diluted	$	0.60	$	0.53	$	2.09	$	1.17

(1) The Company calculates EBITDAX as earnings before net interest expense, taxes, depreciation and amortization, dry hole and non-cash impairments, exploration expense, non-cash stock compensation expense and the Company’s share of depreciation, net interest expense and taxes from its equity investments. EBITDAX and EBITDAX margin (defined as EBITDAX divided by net revenues) are supplemental non-GAAP financial measurements used by the Company and investors in the energy industry in the evaluation of its business due to the measurements being similar to income from operations.

Comparative Condensed Consolidated Balance Sheets

ASSETS					LIABILITIES & SHAREHOLDERS’ EQUITY
(000's omitted)	Sep. 30, 2006		Dec. 31, 2005			Sep. 30, 2006		Dec. 31, 2005
	(unaudited)					(unaudited)
Current Assets:					Current Liabilities:
Cash and equivalents	$	127,785	$	91,080	Accounts payable	$	208,398	$	99,445
Accounts receivable		299,980		228,058	Accrued liabilities		177,192		145,752
Other current assets		102,143		52,915	Current mat of L-T debt(2)		14,727		6,468
Total Current Assets		529,908		372,053	Total Current Liabilities		400,317		251,665
Net Property & Equipment:					Long-term debt(2)		1,262,098		440,703
Marine Contracting		693,563		524,890	Deferred income taxes		441,359		167,295
Oil and Gas Production		1,352,931		391,472	Decommissioning liabilities		138,713		106,317
Equity Investments		210,457		179,844	Other long-term liabilities		4,582		10,584
Goodwill		805,706		101,731	Convertible preferred stock (2)		55,000		55,000
Other assets, net		117,382		90,874	Shareholders’ equity (2)		1,407,878		629,300
Total Assets	$	3,709,947	$	1,660,864	Total Liabilities & Equity	$	3,709,947	$	1,660,864

(2) Debt to book capitalization — 47% at September 30, 2006. Calculated as total debt ($1,276,825) divided by sum of total debt, convertible preferred stock and shareholders’ equity ($2,739,703).

EX-99.2

EXHIBIT 99.2
 

Third Quarter 2006 Earnings Conference Call November 1, 2006 Owen Kratz -Executive Chairman Martin Ferron - President & Chief Executive Officer Wade Pursell - Chief Financial Officer

This presentation 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 statements that could be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, any projections of revenue, gross margin, expenses, earnings or losses from operations, or other financial items; future production volumes, results of exploration, exploitation, development, acquisition and operations expenditures, and prospective reserve levels of property or wells; any statements of the plans, strategies and objectives of management for future operations; any statement concerning developments, performance or industry rankings relating to services; and any statements of assumptions underlying any of the foregoing. The risks, uncertainties and assumptions referred to above include the performance of contracts by suppliers, customers and partners; employee management issues; complexities of global political and economic developments, geologic risks and other risks described from time to time in our reports filed with the Securities and Exchange Commission ("SEC"), including the Company's Annual Report on Form 10-K for the year ending December 31, 2005 and subsequent quarterly reports on Form 10-Q. We assume no obligation and do not intend to update these forward-looking statements. The United States Securities and Exchange Commission permits oil and gas companies, in their filings with the SEC, to disclose only proved reserves that a company has demonstrated by actual production or conclusive formation tests to be economically and legally producible under existing economic and operating conditions. Statements of proved reserves are only estimates and may be imprecise. Any reserve estimates provided in this presentation that are not specifically designated as being estimates of proved reserves may include not only proved reserves but also other categories of reserves that the SEC's guidelines strictly prohibit the Company from including in filings with the SEC. Investors are urged to consider closely the disclosure in the Company's Annual Report on Form 10-K for the year ending December 31, 2005. As previously announced, Cal Dive has filed with the Securities and Exchange Commission a Form S-1 for its planned initial public offering (IPO) of a minority interest in Cal Dive's common stock. The offering will be made only by means of a prospectus. Once available, preliminary prospectuses may be obtained from Cal Dive International, Inc., 400 North Sam Houston Parkway E., Houston, Texas 77060 or by calling (281) 618-0400. A registration statement relating to the IPO of Cal Dive stock has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of Cal Dive common stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. There can be no assurance of if or when this offering will be completed. Forward-Looking Statements

Presentation Outline I. Summary of Results II. Operational Highlights by Segment A. Contracting Services B. Oil & Gas III. Strategic Overview IV. Questions & Answers H E L I X E N E R G Y S O L U T I O N S

Summary of Results (all amounts in thousands, except per share amounts and percentages) Third Quarter Third Quarter Second Quarter 2006 2005 2006 Revenues $374,424 $209,338 $305,013 Gross Profit 130,470 82,928 131,692 35% 40% 43% Net Income 57,029 42,671 69,139 15% 20% 23% Diluted Earning Per Share 0.60 0.53 0.83 EBITDAX (see reconciliation in the attached financial summary) 190,971 51% 102,414 49% 147,757 48% H E L I X E N E R G Y S O L U T I O N S

3Q 2005 3Q 2006 Contracting Services 133.8 229.4 Oil & Gas Production 75.5 145 Revenues and Gross Profit by Segment 3Q 2005 3Q 2006 Contracting Services 42 85.9 Oil & Gas Production 40.9 44.6 Revenues in Millions Gross Profit in Millions H E L I X E N E R G Y S O L U T I O N S Contracting Services Oil & Gas

3Q 2005 3Q 2006 2005 Actual 2006 Estimate 42.7 57 0 150.1 255 36 Earnings Growth (Net Income in Millions) H E L I X E N E R G Y S O L U T I O N S 42.7 57.0 150.1 291 255 Guidance Range

2001 2002 2003 2004 2005 2006 12.3 4.9 7.4 13.4 16.5 19 Return on Capital Invested 3rd QTR YTD Annualized (See GAAP reconciliation at Company's website - www.HelixESG.com) 12 5 7 13 17 19 H E L I X E N E R G Y S O L U T I O N S (Percentage)

MARAD Construction and Other Long Term Debt Term B Facility (Amounts in Millions) 9/30/06 12/31/05 12/31/04 Debt To Book Capitalization 22% 40% 47% Convertible Notes H E L I X E N E R G Y S O L U T I O N S

Elements of Q3 Earnings Shortfall Factor Earnings Impact $/Share 1. Lower Oil & Gas Sales Due to Pipeline Shut ins and Production Management Issues. $0.10 2. Additional Marine Asset Maintenance/Upgrade Time: Expensed Costs 0.03 Opportunity Cost 0.05 3. Dry Hole Cost of Two Remington Deep Shelf Wells Commenced Before Deal Closure 0.11 4. Marine Contracting Profit Elimination on Internal Work 0.04 5. One Off Integration Costs Linked to the Acquisition of Remington 0.02 6. Incremental Hurricane Repair Costs on Facilities 0.03 7. Lower Spot Natural Gas Prices in September 0.02 $0.40

Contracting Services (CS) Third Quarter Third Quarter Second Quarter 2006 2005 2006 Revenues $251,206 $144,398 $237,354 Gross Profit 91,882 42,051 91,190 37% 29% 38% (Amounts reflected are in thousands, except percentages, and are before intercompany eliminations) Q3/06 Review: Overall revenues increased by 6% sequentially despite a much higher level of vessel maintenance and upgrade activity in Q3. The revenue uplift was driven by improved pricing especially in the deepwater and well operations segments. Gross profit margins showed an eight point improvement year over year and were essentially flat sequentially despite the higher cost and downtime related to the vessel maintenance and upgrade work. H E L I X E N E R G Y S O L U T I O N S

Contracting Services continued Q4/06 and Outlook: We expect better financial performance in Q4 due to both gradually improved pricing and significantly less vessel maintenance activity. It is particularly noteworthy that we have recently secured a $250 million term contract for the Seawell and a $150 million project LOI for the Express and Eclipse, all at > 40% gross profit margins, which bodes well for the spot pricing environment in the medium term. H E L I X E N E R G Y S O L U T I O N S

CS - Well and Subsurface Consulting Third Quarter Second Quarter 2006 2006 Revenues $9,494 $10,263 Gross Profit $3,026 3,320 32% 32% H E L I X E N E R G Y S O L U T I O N S Q3/06 Review Revenue was down marginally from Q2 levels due to seasonal effects; however, gross profit margins remained at six points ahead of our expectations for this third quarter since the acquisition of Helix RDS. This was achieved as a result of being able to obtain higher professional fees than those originally anticipated. Q4/06 Outlook: Although staff recruitment and retention remain our key challenges in today's very competitive market place, revenue and gross profit are expected to remain in line with our projection for the remainder of 2006. (Amounts in thousands, except percentages)

CS - Shelf Construction Third Quarter Third Quarter Second Quarter 2006 2005 2006 Revenues $128,363 $49,246 $124,765 Gross Profit 57,738 17,667 60,944 45% 36% 49% Utilization 83% 65% 87% (Amounts in thousands, except percentages and are before intercompany eliminations) H E L I X E N E R G Y S O L U T I O N S

CS - Shelf Construction Continued Q3/06 Review: Utilization levels dropped by four points as we caught up on vessel maintenance and completed the upgrade to the Kestrel three weeks later than expected. Revenues increased by 3% sequentially due to better pricing, but gross profit margins fell by four points due to a higher level of vessel downtime cost. Q4/06 and Outlook: We expect similar to better financial results in Q4 with the contribution from the Kestrel compensating for a seasonal slowdown in surface diving activity. Potential IPO Update We have completed preparation for the potential IPO of a minority stake in Cal Dive and continue to monitor the valuation environment. H E L I X E N E R G Y S O L U T I O N S Kestrel

CS - Deepwater Construction Third Quarter Third Quarter Second Quarter 2006 2005 2006 Pipelay 66% 100% 85% Robotics 82% 67% 67% Utilization H E L I X E N E R G Y S O L U T I O N S Q3/06 Review: Of our two deepwater pipelay assets, the Intrepid had an excellent quarter of utilization and performance while the Express upgrade program was delayed mainly due to a minor switchboard fire during sea trials. She returned to active service in early October. Our robotics division (Canyon) had a record quarter due to strong ROV utilization and pricing in all geographic regions and a seasonal pick up in pipe burial work in the North Sea.

CS - Deepwater Construction Q4 and Outlook: Both the Intrepid and the Express have strong backlogs and the recent significant award for the Express, in the emerging East India deepwater area, demonstrates our ability to participate well in the fast growing deepwater pipelay segment. H E L I X E N E R G Y S O L U T I O N S We expect the robotics group to have a strong Q4 although there will be a seasonal slowdown in pipe burial work late in the quarter. Our Board or Directors also recently approved a $30 million investment program in new robotic assets to further boost our strong position in the deepwater construction support and pipe burial niches.

CS - Well Operations Q3/06 Review: The Seawell had a record quarter of financial performance due to an anticipated improvement in spot market pricing in the North Sea. However, the Q4000 thruster problems continued such that she had a thruster removed for rebuilding. This caused around twelve days of downtime and limited her to mainly low margin fill in work. H E L I X E N E R G Y S O L U T I O N S Third Quarter Third Quarter Second Quarter 2006 2005 2006 86% 94% 83% Utilization

CS - Well Operations Continued H E L I X E N E R G Y S O L U T I O N S Q4/06 and Outlook The Seawell has an exceptionally strong backlog, especially following the recently announced $250 million contract with Shell in the North Sea. The first phase of that contract will commence in January 2007. During Q4 the vessel will work almost exclusively for the same operator on old contract terms. As also announced during Q3 we have kicked off the build of a second asset for the North Sea region. That vessel should enter the region in late 2008. The Q4000 should have a much better Q4, especially once the rebuilt thruster is re-installed. Following that she has a backlog of high margin well operations work stretching out several months.

CS - Well Operations Continued In October we completed the acquisition of a majority stake in SEATRAC, a Perth- based subsea engineering and service provider, specializing in project engineering and subsea well operation in the Asia/Pacific region. We paid around $12 million for 58% of the company and will likely acquire the rest of the business depending on the achievement of performance targets. We intend to use SEATRAC as the foundation on which to build our operating presence in this exciting emerging marketplace for subsea well operations. SEATRAC will change its name to Well Ops SEA Pty Ltd. H E L I X E N E R G Y S O L U T I O N S SEATRAC's services Well intervention and abandonment tooling design Engineering design and support services for clients Service technicians for offshore campaigns Service technicians for equipment preparation, repair and maintenance Subsea well engineering based in the client office SEATRAC's Main Assets: Subsea intervention device (SID) for riser-less well intervention on live subsea wells Cement Injection tools (CIT) for installing cement plugs between the innermost casing strings whilst performing subsea well abandonment High performance multi-casing subsea wellhead severance device (AXE) with low environmental impact A modular system for the deployment of the SID, the CIT and the AXE from vessels of opportunity. The system can also be used for recovering subsea trees, wellheads and other subsea hardware up to 35 ton

CS - Production Facilities Third Quarter Third Quarter Second Quarter 2006 2005 2006 Equity in Earnings $5,095 $3,049 $4,629 Production throughput (MBOe) 3,148 1,093 2,951 (Amounts in thousands) Q3/06 Review: Continued well problems, related to the K2 and K2N field developments, as well as construction shut-ins related to Genghis Khan risers, curtailed production flowing to the Marco Polo platform. The third K2 well started producing in September. By late in the quarter, combined production from the Marco Polo and five K2/K2 North wells was about 43,000 BOED. Q4/06 and Outlook: Marco Polo: The field Operator is planning well work during late Q4 which is expected to add 2,000 to 5,000 BOEPD. Operator has also placed the Genghis Khan PUD up for sale and a buyer is expected to close the deal during the quarter, complete the two wells and initiate production in 2007. Equity income for the full year is now expected to fall in the range of $18 to $22 million as per our recently updated guidance The Independence Hub hull and topsides were integrated at Kiewit Offshore yard in Ingleside, Texas, where carryover work and continuing integration work are being performed. Installation is still planned by the end of the year although activities on the BP Atlantis project could cause some slight delays. Mechanical Completion is expected late in Q1 2007 and production is expected to commence by the third quarter of 2007

Oil & Gas - Financial Highlights Third Quarter Third Quarter Second Quarter 2006 2005 2006 Revenues $145,032 $75,463 $81,110 Gross Profit 44,595 40,877 41,499 31% 54% 51% Production (BCFe): Shelf 13.3 6.1 6.0 Gunnison 2.3 2.3 2.5 Average Commodity Prices (net of hedging impact): Oil/Bbl $62.55 $54.30 $64.98 Gas/Mcf 7.61 8.66 7.42 (Amounts in thousands, except percentages and production data) H E L I X E N E R G Y S O L U T I O N S

Oil & Gas - Commentary H E L I X E N E R G Y S O L U T I O N S Q3/06 Review: Shelf: Production was 7.3 BCFe higher sequentially, but was around 3.2 BCFe lower than our expectation due to pipeline shut-ins and some production management issues following the pick-up of the Remington production. Natural gas made up 54% of the overall Q3 production. Gunnison: Production was off 0.2 BCFe sequentially, again mainly due to a period of pipeline downtime Q4/06 Outlook: We have hired two Senior personnel to head up our Shelf production management effort from the Houston office. We are still suffering from the impact of pipeline shut-ins, but expect the problem to diminish during the quarter based on repair schedules. We should bring on production from the deepwater Tiger field and three new Shelf discoveries during the quarter. Our overall production estimate for Q4 is 16.0 - 19.0 BCFe. The following three slides provide detail of: wells where drilling was completed during Q3, near term drilling activity and ongoing development projects.

Oil & Gas - Q3 Drilling Update Well Name Working Interest Result Potential*1 Reserves Estimated Initial Rate 1st Production % (Net BCFE) (Net MMCFE/D) Est. West Cameron 342 #1 100 Discovery 4 4 Q1 2007 Vermilion 162 #1 60 Discovery 2 3 Q1 2007 S. Marsh Island 80 A-2 60 Discovery 5 5 Q4 2006 Eugene Island 302 #3 60 Discovery 4 3 Q4 2006 Garden Banks 346 #1 "Huey" 40 Suspended - -New Sidetrack Planned - - - East Cameron 73 B-4*2 47 P&A - - - East Cameron 269 #1*2 60 P&A - - - 15 15 *1Total Potential Project Reserves-unaudited *2 Deepshelf wells commenced before closing of Remington acquisition.

Oil & Gas - Drilling Activity Well Name Working Interest % Operator Net Risked Project Potential (BCFE)* Status S. Marsh Island 80 A-3 60 ERT 8 Drilling S. Timbalier 145 #1 75 ERT 22 Drilling East Cameron 339 #1 60 ERT 9 Q4/06 Spud Garden Banks 506 #1 "NOONAN" 100 ERT 170 Drilling Green Canyon 250 "Bishop" 100 ERT 180 Q1/07 Spud * Total potential project Reserves - Unaudited H E L I X E N E R G Y S O L U T I O N S

Oil & Gas - Development Projects Project Name Working Interest Activity Potential* Reserves Estimated Initial Rate 1st Production % (Net BCFE) (Net MMCFE/D) Est. S. Marsh Island 116 60 Subsea Tie Back Completed 2 6 Q4 2006 Green Canyon 195 "TIGER" 40 Subsea Tie Back Completed 14 15 Q4 2006 Eugene Island 391 60 Subsea Tieback Q4 2006 3 5 Q1 2007 Garden Banks 344 "Devils Island" 85 To Be Sidetracked 24 40 Q4 2007 Atwater Valley 426 "Bass Lite" 18 Commence Drilling Q4 2006 25 20 Q4 2007 Green Canyon 236/237 "Phoenix" 100 Acquired Vessel for FPS, Ordered Long Lead Items 60 175 Q3 2008 *Total Potential Project Reserves-unaudited H E L I X E N E R G Y S O L U T I O N S

Helix Hedges - As Of October 31, 2006 H E L I X E N E R G Y S O L U T I O N S