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): August 1, 2007

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) 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))

TABLE OF CONTENTS

	Item 2.02 Results of Operations and Financial Condition.
	Item 7.01 Regulation FD Disclosure.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Index to Exhibits
Press Release
Second Quarter 2007 Earnings Conference Call Presentation

Item 2.02 Results of Operations and Financial Condition.

     On August 1, 2007, Helix Energy Solutions Group, Inc. (“Helix”) issued a press release announcing its second quarter results of operation for the period ended June 30, 2007. Attached hereto as Exhibits 99.1, and incorporated by reference herein, is the press release.

     This information is not deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, and such information is not incorporated by reference into any registration statements or other document filed under the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act, regardless of the general incorporation language contained in such filing, except as shall be expressly set forth by specific reference to this filing.

Item 7.01 Regulation FD Disclosure.

     On August 1, 2007, Helix issued a press release announcing its second quarter results of operation for the period ended June 30, 2007. In addition, on August 2, 2007, 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 Second Quarter 2007 Earnings Conference Call Presentation issued by Helix.

     This information is not deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and such information is not incorporated by reference into any registration statements or other document filed under the Securities Act or the Exchange Act, regardless of the general incorporation language contained in such filing, except as shall be expressly set forth by specific reference to this filing.

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Number	Description
99.1	Press Release of Helix Energy Solutions Group, Inc. dated August 1, 2007 reporting financial results for the second quarter of 2007.
99.2	Second Quarter 2007 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: August 1, 2007

HELIX ENERGY SOLUTIONS GROUP, INC.
By:	/s/ A. WADE PURSELL
	A. Wade Pursell
	Executive Vice President and Chief Financial Officer

Index to Exhibits

Exhibit No.	Description
99.1	Press Release of Helix Energy Solutions Group, Inc. dated August 1, 2007 reporting financial results for the second quarter of 2007.
99.2	Second Quarter 2007 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 07-016

	Contact:	Wade Pursell
Date: August 1, 2007	Title:	Chief Financial Officer

Helix Reports Second Quarter Results

HOUSTON, TX —Helix Energy Solutions (NYSE: HLX) reported second quarter net income of $65.8 million, or $0.70 per diluted share, excluding three non-recurring items recorded by its majority owned subsidiary, Cal Dive International, Inc. Including the non-recurring items, Helix reported second quarter net income of $57.7 million, or $0.61 per diluted share.

The non-recurring items recorded by Cal Dive in the second quarter include $11.8 million in non-cash equity losses and a related asset impairment charge in connection with Cal Dive’s investment in Offshore Technology Solutions Limited (“OTSL”), a Trinidad and Tobago entity in which Cal Dive owns a 40% minority interest, and a $2.0 million cash settlement, subject to final negotiation of a court-approved settlement agreement, to be paid for a civil claim by the Department of Justice related to the Stolt and Torch acquisitions in 2005. Cal Dive also reported a $1.7 million gain on a sale of a portable saturation diving asset during the second quarter.

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

	Second Quarter						First Quarter			Six Months
	2007			2006			2007			2007			2006
Revenues	$	410,574		$	305,013		$	396,055		$	806,629		$	596,661
Gross Profit		141,765			131,692			135,615			277,380			233,958
		35	%		43	%		34	%		34	%		39	%
Net Income		57,702			69,139			55,820			113,522			124,528
		14	%		23	%		14	%		14	%		21	%
Diluted Earnings Per Share		0.61			0.83			0.60			1.21			1.51

Martin Ferron, President and Chief Executive Officer of Helix, stated, “We expected Q2 earnings to be similar to those reported for Q1 and actually posted an improved result, even after the negative impact of the non-recurring items described above. This improvement was also achieved despite another very busy quarter for marine asset maintenance, with the Intrepid and several key Cal Dive vessels undergoing regulatory drydockings during the period. That maintenance work is now largely behind us,

except for the planned upgrade to the Q4000, and we are anticipating a strong second half of the year for Contracting Services.

“In our Oil and Gas business unit we had another very successful quarter with the drill bit, going six for six with exploratory wells. This takes our success record to 12 for 12 for the first half of the year and improves our proven reserve base by around 140 bcfe. On the production front we plan to bring several key shelf development projects onstream in the second half of the year, and our deepwater development projects remain on schedule to boost output next year.

“We have updated the assessment of the key variables that drive our earnings for the year and this will be covered in the conference call tomorrow. Based on our analysis we are comfortable with the present consensus earnings estimate for 2007 of $3.26/share, subject to no further significant deterioration in the natural gas price. We have created very meaningful future value in our deepwater development projects portfolio and, as set out in our initial earnings guidance, we may monetize part of that value, in order to reduce debt and contribute to near term earnings.”

Financial Highlights

• Revenues: The $105.6 million increase in year-over-year second quarter revenues was driven primarily by an increase in oil and gas sales of $61.0 million due primarily to the production added from the acquisition of Remington Oil and Gas Corporation. The remaining increase was due to improvements in contracting services revenues due to much better market conditions.

• Margins: 35% is eight points less than the year ago quarter due primarily to significant out of service days for Cal Dive’s vessels in regulatory drydocks (373 days in 2Q 2007 vs. 89 days in 2Q 2006) and an increased DD&A rate for oil and gas production due to the Remington acquisition.

• SG&A: $33.4 million increased $6.0 million from the same period a year ago due primarily to increased overhead to support our growth. This level of SG&A was 8% of second quarter revenues, down from the 9% in the year ago quarter.

• Equity in Earnings: Net losses of $4.7 million is comprised of the $11.8 million impairment / equity losses in Cal Dive’s minority interest in OTSL offset by $7.0 million for our share of earnings for the quarter of Deepwater Gateway, L.L.C.’s earnings relating to the Marco Polo facility and demand fees relating to the Independence Hub facility.

• Income Tax Provision: The Company’s effective tax rate for the quarter was 35%, compared to 34% for last year’s second quarter due primarily to the nondeductibility of the OTSL charges and the DOJ reserve.

• Balance Sheet: Total consolidated debt as of June 30, 2007 was $1.4 billion. This includes $140 million under Cal Dive’s revolving facility which is non-recourse to Helix. This represents 43% net debt to book capitalization and with $735 million of adjusted EBITDAX during the last twelve months, this represents 1.8 times trailing twelve month adjusted EBITDAX.

Further details are provided in the presentation for Helix’s quarterly conference call (see the Investor Relations page of www.HelixESG.com). The call, scheduled for 9:00 a.m. Central Daylight Time on Thursday, August 2, 2007, will be webcast live. A replay will be available from the Audio Archives page on our website.

Helix Energy Solutions, headquartered in Houston, Texas, is an international offshore energy company that provides development solutions and other key life of field services to the open energy market as well as to our own oil and gas business unit. That business unit is a prospect generation, exploration, development and production company. Employing our own key services and methodologies, we seek to lower finding and development costs, relative to industry norms.

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 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; 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, including the Company’s Annual Report on Form 10-K, as amended by our Form 10-K/A filed on June 18, 2007 (“2006 Form 10-K”), for the year ending December 31, 2006 and any subsequent 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 June 30,					Six Months Ended June 30,
(in thousands, except per share data)	2007			2006		2007		2006
	(Unaudited)
Net revenues	$	410,574		$	305,013	$	806,629	$	596,661
Cost of sales		268,809			173,321		529,249		362,703
Gross profit		141,765			131,692		277,380		233,958
Gain on sale of assets, net		5,684			16		5,684		283
Selling and administrative		33,388			27,414		63,988		48,442
Income from operations		114,061			104,294		219,076		185,799
Equity in earnings of investments		(4,748	)		4,520		1,356		10,756
Net interest expense and other		14,286			2,983		27,298		5,440
Income before income taxes		95,027			105,831		193,134		191,115
Income tax provision		33,261			35,887		66,384		64,978
Minority interest		3,119			—		11,338		—
Net income		58,647			69,944		115,412		126,137
Preferred stock dividends		945			805		1,890		1,609
Net income applicable to common shareholders	$	57,702		$	69,139	$	113,522	$	124,528
Weighted Avg. Shares Outstanding:
Basic		90,047			78,462		90,021		78,216
Diluted		95,991			83,965		95,262		83,659
Earnings Per Share:
Basic	$	0.64		$	0.88	$	1.26	$	1.59
Diluted	$	0.61		$	0.83	$	1.21	$	1.51

Comparative Condensed Consolidated Balance Sheets

ASSETS					LIABILITIES & SHAREHOLDERS’ EQUITY
(in thousands)	June 30, 2007		Dec. 31, 2006		(in thousands)	June 30, 2007		Dec. 31, 2006
	(unaudited)					(unaudited)
Current Assets:					Current Liabilities:
Cash and equivalents	$	96,390	$	206,264	Accounts payable	$	268,877	$	240,067
Short term investments		10,000		285,395	Accrued liabilities		188,148		199,650
Accounts receivable		368,226		370,709	Income taxes payable		—		147,772
Other current assets		76,832		61,532	Current mat of L-T debt (1)		26,165		25,887
Total Current Assets		551,448		923,900	Total Current Liabilities		483,190		613,376
					Long-term debt (1)		1,386,011		1,454,469
Net Property & Equipment:					Deferred income taxes		476,094		436,544
Contracting Services		928,467		800,503	Decommissioning liabilities		140,682		138,905
Oil and Gas		1,608,929		1,411,955	Other long-term liabilities		4,231		6,143
Equity investments		212,319		213,362	Minority interest		73,152		59,802
Goodwill		828,228		822,556	Convertible preferred stock (1)		55,000		55,000
Other assets, net		137,758		117,911	Shareholders' equity (1)		1,648,789		1,525,948
Total Assets	$	4,267,149	$	4,290,187	Total Liabilities & Equity	$	4,267,149	$	4,290,187

(1) Net debt to book capitalization — 43% at June 30, 2007. Calculated as total debt less cash and equivalents and short-term investments $1,305,786 divided by sum of total debt less cash and equivalents and short-term investments, convertible preferred stock and shareholders’ equity $3,009,575

Helix Energy Solutions Group, Inc.
Reconciliation of Non GAAP Measures
Three and Six Months Ended June 30, 2007

Earnings Release:

Balance Sheet: “...1.8 times trailing twelve month adjusted EBITDAX.”

Reconciliation From Net Income to Adjusted EBITDAX (excluding gain on sale of Cal Dive IPO in 4Q06 and non-recurring items:

     OTSL impairment and DOJ accrual in 2Q07):

	2Q07			1Q07			4Q06			3Q06			2Q06
	(in thousands, except ratio)
Net income applicable to common shareholders	$	57,702		$	55,820		$	65,948		$	57,029			69,139
Preferred stock dividends		945			945			945			804			805
Income tax provision		30,456			28,617			34,166			31,409			35,887
Net interest expense and other		13,605			12,331			13,981			15,103			2,983
Non-cash stock compensation expense		3,546			3,267			2,797			1,910			2,251
Depreciation and amortization		71,918			67,558			61,809			63,879			34,346
Exploration expense		2,978			1,190			1,820			19,520			(330	)
Non-recurring items		8,602			—			—			—			—
Share of equity investments:
Depreciation		1,965			1,004			1,004			1,004			1,003
Interest expense, net		(38	)		(57	)		(70	)		(59	)		(43	)
Adjusted EBITDAX	$	191,679		$	170,675		$	182,400		$	190,599		$	146,041
Trailing Twelve Months Adjusted EBITDAX	$	735,353
Net Debt at June 30, 2007 (a)	$	1,305,786
Ratio		1.8

We calculate adjusted EBITDAX as earnings before net interest expense, taxes, depreciation and amortization, exploration expense, non-cash stock compensation expense and our share of depreciation, net interest expense and taxes from our equity investments. Further, we reduce adjusted EBITDAX for the minority interest in Cal Dive that we do not own. Adjusted EBITDAX margin is defined as adjusted EBITDAX divided by net revenues. 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.

(a) Total debt less cash, cash equivalents and short term investments

EX-99.2

EXHIBIT 99.2
 

Second Quarter 2007 Earnings Conference Call August 2, 2007

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 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 statements concerning developments, performance or industry rankings; and any statements of assumptions underlying any of the foregoing. Although we believe that the expectations set forth in these forward-looking statements are reasonable, they do involve risks, uncertainties and assumptions that could cause our results to differ materially from those expressed or implied by such forward-looking statements. 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 as amended by our Form 10-K/A for the year ended December 31, 2006 filed on June 18, 2007 ("2006 Form 10-K") for the year ending December 31, 2006 and subsequent quarterly reports on Form 10-Q. You should not place undue reliance on these forward-looking statements which speak only as of the date of this press release and presentation. We assume no obligation or duty and do not intend to update these forward-looking statements except as required by the securities laws. 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 2006 Form 10-K. Forward-Looking Statements

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

Net Income Reconciliation Amount in Thousands Diluted EPS Net income before non-recurring items $65,786 $0.70 Equity loss and impairment charge in Cal Dive's minority investment in OTSL, net of tax <10,466> <0.11> Reserve for Cal Dive DOJ settlement, net of tax <2,000> <0.02> Gain on sale of Cal Dive diving asset 1,383 0.01 Minority interest adjustments for above items 2,999 0.03 Net income, as reported $57,702 $0.61

Summary of Results H E L I X E N E R G Y S O L U T I O N S Second Quarter Second Quarter First Quarter 2007 2006 2007 Revenues $410.6 $305.0 $396.1 Gross Profit $141.8 $131.7 $135.6 Margins 35% 43% 34% Net Income $65.8(2) $69.1 $55.8 Margins 16%(2) 23% 14% Diluted EPS $0.70(2) $0.83 $0.60 Adjusted EBITDAX(1) $191.7(2) $146.0 $170.7 Margins 47%(2) 48% 43% Note 1: See GAAP reconciliation on slide 26. Note 2: Excludes impact of non-recurring items: OTSL impairment , DOJ settlement accrual and sale of diving asset (see slide 4). ($ in millions, except per share data)

2Q 2007 2Q 2006 Contracting Services 269 224 Oil & Gas Production 141 81 Revenue and Gross Profit by Segment 2Q 2007 2Q 2006 Contracting Services 86 91 Oil & Gas Production 56 41 Contracting Services Oil & Gas 27% 35% 32% 39% 73% 65% 68% 61% Revenue Gross Profit

MARAD Other Long Term Debt Term B Facility ($ in millions) 6/30/07 12/31/06 12/31/05 Net Debt To Book Capitalization 40% 38% 43% Convertible Notes H E L I X E N E R G Y S O L U T I O N S Cal Dive Revolver

Contracting Services - Division Reporting (1) Second Quarter Second Quarter Second Quarter First Quarter First Quarter First Quarter First Quarter Revenues (A) 2007 2006 2006 2007 Deepwater Construction $82.3 $62.6 $62.6 $92.5 Shelf Construction 135.3 124.8 124.8 149.2 Well Operations 63.3 39.7 39.7 35.4 Reservoir/Well Tech 9.1 10.3 10.3 9.8 Contracting Services $290.0 $237.4 $237.4 $286.9 Gross Profit (A) Margin Margin Margin Deepwater Construction $20.8 25% $20.7 $20.7 33% $29.5 32% Shelf Construction 45.6 34% 60.9 60.9 49% 58.0 39% Well Operations 21.4 34% 7.9 7.9 20% 3.7 10% Reservoir/Well Tech 2.7 30% 3.3 3.3 32% 3.0 31% Contracting Services $90.5 31% $92.8 $92.8 39% $94.2 33% Equity in Earnings Production Facilities $7.0 $4.6 $4.6 $5.2 OTSL (minority owned by Cal Dive) ($11.8) ($0.2) ($0.2) $0.9 A. Amounts are before intercompany eliminations. See GAAP reconciliation on slide 27. (in millions, except percentages)

Second Quarter Second Quarter First Quarter Utilization 2007 2006 2007 Deepwater - Pipelay 70% 85% 93% - Robotics 86% 75% 70% Shelf Construction 63% 87% 70% Well Operations 94% 83% 65% Marco Polo Production Facility Throughput (MBOE) 3,532 2,951 2,978 Contracting Services - Division Reporting (2) H E L I X E N E R G Y S O L U T I O N S

Contracting Services - Images of the Quarter Canyon's ROV Drill Units being deployed on minerals project offshore Papua New Guinea Canyon takes possession of Olympic Canyon vessel to start 3 year charter Q4000 receives 60 day/year 3 year Well Intervention contract in GOM. Helix Producer I leaves dry-dock Intrepid completes dry-dock Well Ops SEA Pty completes subsea project for BHP in Griffin field offshore Australia

Overall Revenues increased by 22% year over year and by 1% from Q1 due to asset additions and strengthening market conditions. Extensive asset downtime for regulatory maintenance skewed gross profitability downwards for the quarter, but we anticipate a return to 35% plus gross profit margins for the balance of the year. Deepwater Construction The Intrepid was dry-docked during the quarter and the Express completed a legacy modest profit contract. Both assets are now fully booked through much of 2008 at good rates, with the Express due to leave for the significant contract for Allseas on the Reliance project, offshore India, during Q3. Canyon had a record quarter and contributed over 60% of the division gross profit. Demand for both ROV and pipe burial services were very strong and required the charter of several support vessels. A demanding pipe burial project which required rock cutting was completed offshore South Africa, and ROV drill work was started on a deepwater mining project offshore Papua, New Guinea. Contracting Services - Commentary Express 750 Trencher

Shelf Construction Cal Dive's fleet utilization was down 24 points year over year due to extensive catch up vessel maintenance. All key assets are now back to work and the outlook for the rest of the year is encouraging. See separate earnings release and conference call for this majority owned subsidiary. Well Operations The Seawell enjoyed a record quarter in the North Sea, with full utilization, and the highest effective average day rate ever achieved in her near twenty years of operations. The outlook for the second half has improved due to the replacement of a relinquished Q3 slot at higher rates. The Q4000 had a much better quarter and actually achieved 30% plus gross profit margins on the work she was able to execute. She will enter dry-dock in late August for the extensive station keeping upgrade and the installation of drilling equipment. Her medium term outlook has been boosted by the award of a 60 day/year 3 year well intervention contract at good rates. Contracting Services - Commentary (2)

Q2 also saw the completion of a very successful well operations project offshore Australia, using portable intervention equipment designed and built by SEATRAC. Early in Q3 we completed the acquisition of 100% of SEATRAC, which will now operate as our Well Ops SEA business unit. Reservoir/Well Tech Services Helix RDS did well to keep gross profit margins flat at 30% in a difficult market for the recruitment and retention of consulting personnel. Production Facilities Production throughput at Marco Polo improved by 18% from Q1 and reached 46,000 BOEPD by the end of the period. Throughput should be further boosted by two Genghis Khan wells coming online in the second half. Production throughput commenced at the Independence Hub in mid-July and the operator expects a significant ramp-up from existing fields by the end of the year. Contracting Services - Commentary (3)

Contracting Services Backlog (excl. Cal Dive) Internal External Equity Earnings PF(1) East 245.5 1178.1 333.6 Deepwater Pipelay Production Facilities(1) Global Well Ops Canyon Offshore East 415.6 583.6 567.3 190.7 Notes Production Facilities backlog consists of (i) expected equity earnings from Deepwater Gateway, L.L.C. and Independence Hub LLC and (ii) contracted revenue from the Helix Producer I Assumptions Backlog based on contracted work including LOI's Internal work for ERT (Q4000, Intrepid, Helix Producer I) Assumes minority partner on Phoenix Does not include any turnkey or EPIC projects; revenue does not include low margin procurement mark-ups Full year 2007 budgeted revenue and equity earnings is $530 MM $ in millions as of 7/1/2007 Total: $1.75 Billion 2007 2008 2009 2010 Post 2010 East 296.6 586.6 325.5 220.3 327.9

Oil & Gas - Financial Highlights Includes effect of NGLs. Second Quarter Second Quarter First Quarter 2007 2006 2007 Revenue (in millions) $142.1 $81.1 $131.0 Gross Profit (in millions) $55.7 $41.5 $48.6 Margin 39% 51% 37% Production (BCFe) Shelf 12.6 6.0 12.2 Deepwater 3.2 2.5 3.4 Average Commodity Prices (net of hedging impact): Oil / Bbl $62.32 $64.98 $56.36 Gas / Mcf $8.06 $8.04(A) $7.66 Hedge gain (in millions) $0.2 $1.4 $2.1

Oil & Gas - Statistics (A) Second Quarter Second Quarter Second Quarter Second Quarter First Quarter First Quarter 2007 2007 2006 2006 2007 2007 Total Per Mcfe Total Per Mcfe Total Per Mcfe Operating Expenses $22.9 $1.45 $9.7 $1.12 $22.0 $1.41 Exploration Expense (B) 3.0 0.19 (0.3) (0.04) 1.2 0.08 Repair & Maintenance 4.1 0.26 10.1 1.17 6.6 0.42 DD&A 48.5 3.08 17.8 2.06 46.9 3.01 Other 6.2 (C) 0.40 2.4 0.27 3.8 0.25 $84.7 $5.38 $39.7 $4.58 $80.5 $5.17 (A) Gulf of Mexico only. (B) Includes expenditures on seismic data. (c) Includes abandonment overruns related to hurricanes, net of insurance. (in millions, except per Mcfe data)

NOONAN 100% W.I. Exploration Program 12 of 12 Exploratory Wells Were Discoveries (1/07-7/07), 19 of 21 Since 7/06 Est. Discovered 2007 Reserves: 140 BCFE Proven: 330 BCFE P+P+P Est. Proven Finding & Development Cost < $2.50 MCFE E. Cameron 157 60 % W.I. Main Pass 232 50% W.I. E. Cameron 316 100 % W.I. East Cameron 339 2 wells, 100 % W.I. 1/07 to 7/07 DANNY 100% W.I. E. Cameron 169 100% W.I. High Island A-466 75% W.I. Brazos 436 90% W.I. Vermilion 348 100% W.I. S. Marsh Island 123 100% W.I. 1st Qtr. 07 Discoveries. 2nd Qtr. 07 Discoveries

2007 Production Estimate Q1 Actual 15.6 Bcfe New Developments Q3 Estimate Low Case 16.9 Bcfe High Case 21.3 Bcfe Q2 Actual 15.8 Bcfe Q4 Estimate Low Case 21.8 Bcfe High Case 27.4 Bcfe PDP Reserves PUD Reserves

Major Shelf Development Projects Project Name Working Interest % Estimated Initial Rate Predominant Hydrocarbon Phase (Net MMCFE/D) Est. 1st Production East Cameron 339 100 13 Oil Q3 2007 East Cameron 157/169 60/100 15 Gas Q3 2007 East Cameron 316 100 13 Gas Q3 2007 Brazos 436 90 6 Gas Q3 2008 High Island 466 75 8 Gas Q4 2008 Vermilion 348 100 8 Gas Q4 2008 Main Pass Project 20-50 14 Gas Q4 2008

Deepwater Development Projects Project Name Working Interest Estimated Initial Rate Predominant Hydrocarbon Phase 1st Production % (Net MMCFE/D) Est. Atwater Valley 426 "Bass Lite" 18 20 Gas Q1 2008 Garden Banks 506 "Danny" "Noonan" 100 100 Oil & Gas Q3 2008 Green Canyon 236/237 "Phoenix" 100 175 Oil Q3 2008

Helix Hedges - As Of July 31, 2007 H E L I X E N E R G Y S O L U T I O N S

Key Guidance Variables - YTD Performance Present Trend ($ in millions) A. Actual YTD revenues are before intercompany elimination. See GAAP reconciliation on slide 27. B. See GAAP reconciliation on slides 28 and 29 .

Key Guidance Variables - YTD Performance (2) Present Trend H E L I X E N E R G Y S O L U T I O N S

Key Guidance Variables - YTD Performance (3) Present Trend (in millions, except percentages) H E L I X E N E R G Y S O L U T I O N S (A) Net of interest income and capitalized interest

NON-GAAP MEASURE RECONCILIATIONS

Non-GAAP Measure Reconciliations H E L I X E N E R G Y S O L U T I O N S

Non-GAAP Measure Reconciliations cont. H E L I X E N E R G Y S O L U T I O N S

Non-GAAP Measure Reconciliations cont. H E L I X E N E R G Y S O L U T I O N S

Non-GAAP Measure Reconciliations cont. H E L I X E N E R G Y S O L U T I O N S