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, 2007

Helix Energy Solutions Group, Inc.
(Exact name of registrant as specified in its charter)

Minnesota	001-32936	95-3409686
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

400 North Sam Houston Parkway East, Suite 400 Houston, Texas	77060
(Address of Principal Executive Offices)	(Zip Code)

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

(Former name or former address if changed since last report.)

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:

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.

On October 31, 2007, Helix Energy Solutions Group, Inc. (“Helix”) issued a press release announcing its third quarter results of operation for the period ended September 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 October 31, 2007, Helix issued a press release announcing its third quarter results of operation for the period ended September 30, 2007. In addition, on November 1, 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 Third Quarter 2007 Earnings Conference Call Presentation issued by Helix. The presentation materials will also be posted in the Investor Relations section of Helix’s website, www.helixesg.com.

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 9.01 Financial Statements and Exhibits.

(c) Exhibits.

Number Description

99.1 Press Release of Helix Energy Solutions Group, Inc. dated October 31, 2007 reporting financial results for the third quarter of 2007.

99.2 Third 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: October 31, 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 October 31, 2007 reporting financial results for the third quarter of 2007.

99.2 Third 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		07-023
	Contact:	Wade Pursell
Date: October 31, 2007	Title:	Chief Financial Officer

Helix Reports Record Third Quarter Results

HOUSTON, TX —Helix Energy Solutions (NYSE: HLX) reported third quarter net income of $82.8 million, or $0.88 per diluted share. This level of earnings per share, which represents an all time record for the company, is 47% better than last year’s third quarter results.

Summary of Results

(in thousands, except per share amounts and percentages)

	Third Quarter						Second Quarter
	2007			2006			2007
Revenues	$	460,573		$	374,424		$	410,574
Gross Profit		166,318			130,470			141,765
		36	%		35	%		35	%
Net Income		82,828			57,029			65,786	(1)
		18	%		15	%		16	%(1)
Diluted Earnings Per Share		0.88			0.60			0.70	(1)

(1) Excludes impact of non-recurring items: OTSL impairment, DOJ settlement and sale of diving asset.

Martin Ferron, President and Chief Executive Officer of Helix, stated, “During the Q2 earnings conference call we predicted that our contracting services group would have a strong second half of the year; we would bring several key shelf development projects onstream in the same time frame; and we might monetize some of the forward value created in our deepwater production portfolio.

“Taking each of these predictions in turn: we achieved significantly better than expected results in our contracting services business, with much of the improvement being attained in our rapidly growing deepwater segments; our production and field development efforts were hampered by approximately 20 days of precautionary stand-downs related to approaching tropical weather systems; and we successfully sold down a minority interest in the Phoenix project on favorable terms.

“The net effect of these operating factors was that we achieved a record quarter for both earnings and EBITDAX. Looking forward we expect a seasonally slower Q4 for contracting services and a full quarter of upgrade time for the Q4000. These factors should be more than offset by enhanced production performance as the field start-ups, delayed in Q3, come on line, and lower operating costs linked to the hurricanes of 2005. All things considered we expect Q4 earnings to be in the range of $0.85 — $1.05, which could lead to another record for performance.”

Financial Highlights

• Revenues: The $86.1 million increase in year-over-year third quarter revenues was driven entirely by Contracting Services increases, due primarily to extra capacity on the shelf (Cal Dive) and continued escalating market demand in the deepwater. On the oil and gas side we were able to sell a 30% working interest in the Phoenix oilfield resulting in $18.8 million of operating income during the quarter.

• Margins: 36% is slightly better than 35% in the third quarter of 2006 as this year’s results included approximately $11.6 million of charges, net of insurance proceeds, for the clean up and removal of facilities damaged during the 2005 hurricanes, while the 2006 third quarter results included approximately $16 million of charges for two deep shelf dry holes.

• SG&A: $42.1 million increased $11.8 million from the same period a year ago due primarily to increased overhead to support our growth. This level of SG&A was 9% of third quarter revenues, compared to 8% in the year ago quarter.

• Equity in Earnings: $7.9 million is comprised of our share of earnings for the quarter relating to the Marco Polo facility and the Independence Hub facility.

• Income Tax Provision: The Company’s effective tax rate for the quarter was 33%, compared to 35% for last year’s third quarter due primarily to increased earnings in lower rate foreign jurisdictions and increased deductions relating to increased oil and gas sales.

• Balance Sheet: Total consolidated debt as of September 30, 2007 was $1.5 billion. This includes $117 million under Cal Dive’s revolving facility which is non-recourse to Helix. This represents 44% net debt to book capitalization and with $771.8 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, November 1, 2007, will be webcast live. If you wish to dial in to the call the telephone number is 888-928-9122 (Domestic) or 517-623-4000 (International). The passcode is Pursell. 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 (“SEC”), including the Company’s Annual Report on Form 10-K for the year ending December 31, 2006 as amended. 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)	2007		2006		2007		2006
	(Unaudited)
Net revenues	$	460,573	$	374,424	$	1,267,202	$	971,085
Cost of sales		294,255		243,954		823,504		606,657
Gross profit		166,318		130,470		443,698		364,428
Gain on sale of assets, net		20,701		2,287		26,385		2,570
Selling and administrative		42,146		30,309		106,134		78,751
Income from operations		144,873		102,448		363,949		288,247
Equity in earnings of investments		7,889		1,897		9,245		12,653
Net interest expense and other		13,467		15,103		40,765		20,543
Income before income taxes		139,295		89,242		332,429		280,357
Income tax provision		45,327		31,409		111,711		96,387
Minority interest		10,195		—		21,533		—
Net income		83,773		57,833		199,185		183,970
Preferred stock dividends		945		804		2,835		2,413
Net income applicable to common shareholders	$	82,828	$	57,029	$	196,350	$	181,557
Weighted Avg. Shares Outstanding:
Basic		90,111		91,531		90,051		82,706
Diluted		95,649		96,918		96,087		88,209
Earnings Per Share:
Basic	$	0.92	$	0.62	$	2.18	$	2.20
Diluted	$	0.88	$	0.60	$	2.07	$	2.09

Comparative Condensed Consolidated Balance Sheets

ASSETS

(in thousands)	Sep. 30, 2007		Dec. 31, 2006
	(unaudited)
Current Assets:
Cash and equivalents	$	50,436	$	206,264
Short term investments		—		285,395
Accounts receivable		407,725		370,709
Other current assets		155,052		61,532
Total Current Assets		613,213		923,900
Net Property & Equipment:
Contracting Services		1,040,671		800,503
Oil and Gas		1,711,171		1,411,955
Equity investments		212,975		213,362
Goodwill		835,073		822,556
Other assets, net		132,937		117,911
Total Assets	$	4,546,040	$	4,290,187

LIABILITIES & SHAREHOLDERS’ EQUITY

(in thousands)	Sep. 30, 2007		Dec. 31, 2006
	(unaudited)
Current Liabilities:
Accounts payable	$	261,569	$	240,067
Accrued liabilities		269,289		199,650
Income taxes payable		33,079		147,772
Current mat of L-T debt (1)		25,978		25,887
Total Current Liabilities		589,915		613,376
Long-term debt (1)		1,444,649		1,454,469
Deferred income taxes		488,634		436,544
Decommissioning liabilities		149,602		138,905
Other long-term liabilities		6,770		6,143
Minority interest		80,091		59,802
Convertible preferred stock (1)		55,000		55,000
Shareholders’ equity (1)		1,731,379		1,525,948
Total Liabilities & Equity	$	4,546,040	$	4,290,187

(1) Net debt to book capitalization — 44% at September 30, 2007. Calculated as total debt less cash and equivalents and short-term investments $1,420,191 divided by sum of total debt less cash and equivalents and short-term investments, convertible preferred stock and shareholders’ equity $3,206,570

Helix Energy Solutions Group, Inc. Reconciliation of Non GAAP Measures Three and Nine Months Ended September 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, DOJ accrual, and sale of diving asset in 2Q07):

	3Q07			2Q07			1Q07			4Q06			3Q06
	(in thousands, except ratio)
Net income applicable to common shareholders	$	82,828		$	57,702		$	55,820		$	65,948			57,029
Preferred stock dividends		945			945			945			945			804
Income tax provision		40,626			30,456			28,617			34,166			31,409
Net interest expense and other		12,971			13,605			12,331			13,981			15,103
Non-cash stock compensation expense		3,147			3,546			3,267			2,797			1,910
Depreciation and amortization		83,564			71,918			67,558			61,809			63,879
Exploration expense		1,476			2,978			1,190			1,820			19,520
Non-recurring items		—			8,602			—			—			—
Share of equity investments:
Depreciation		1,723			1,965			1,004			1,004			1,004
Interest expense, net		(258	)		(38	)		(57	)		(70	)		(59	)
Adjusted EBITDAX	$	227,022		$	191,679		$	170,675		$	182,400		$	190,599
Trailing Twelve Months Adjusted EBITDAX	$	771,776
Net Debt at September 30, 2007 (a)	$	1,420,191
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

Third Quarter 2007 Earnings Conference Call November 1, 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 for the year ended December 31, 2006 as amended by our Form 10-K/A filed on June 18, 2007 ("2006 Form 10-K") 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 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. 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 Questions & Answers

Summary of Results 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 2007 2006 2007 Revenues $460.6 $374.4 $410.6 Gross Profit $166.3 $130.5 $141.8 Margins 36% 35% 35% Net Income $82.8 $57.0 65.8(2) Margins 18% 15% 16%(2) Diluted EPS $0.88 $0.60 $0.70(2) Adjusted EBITDAX(1) $227.0 $190.6 $191.7(2) Margins 49% 51% 47%(2) Note 1: See GAAP reconciliation on slide 23. Note 2: Excludes impact of non-recurring items: OTSL impairment , DOJ settlement accrual and sale of diving asset. ($ in millions, except per share data)

3Q 2007 3Q 2006 Contracting Services 318.6 229.4 Oil & Gas Production 141.8 145 Revenue and Gross Profit by Segment 3Q 2007 3Q 2006 Contracting Services 122.7 85.9 Oil & Gas Production 43.6 44.6 Contracting Services Oil & Gas 39% 31% 34% 26% 61% 69% 66% 74% Revenue Gross Profit

MARAD Other Long Term Debt Term B Facility ($ in millions) 9/30/07 12/31/06 12/31/05 Net Debt To Book Capitalization 40% 38% 44% 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 Helix Revolver

Contracting Services - Division Reporting (1) Third Quarter Third Quarter Third Quarter Second Quarter Second Quarter Second Quarter Revenues (A) 2007 2006 2007 Deepwater Construction $126.9 $72.5 $82.3 Shelf Construction 176.9 128.4 135.3 Well Operations 57.7 40.8 63.3 Reservoir/Well Tech 7.7 9.5 9.1 Contracting Services $369.2 $251.2 $290.0 Gross Profit (A) Margin Margin Margin Deepwater Construction $38.7 30% $24.5 34% $20.8 25% Shelf Construction 69.9 40% 57.7 45% 45.6 34% Well Operations 22.1 38% 8.3 20% 21.4 34% Reservoir/Well Tech 1.0 13% 3.0 32% 2.7 30% Contracting Services $131.7 36% $93.5 37% $90.5 31% Equity in Earnings Production Facilities $7.9 $5.1 $7.0 OTSL (minority owned by Cal Dive) ($0) ($3.2) ($11.8) A. Amounts are before intercompany eliminations. See GAAP reconciliation on slide 24. (in millions, except percentages)

Third Quarter Third Quarter Second Quarter Utilization 2007 2006 2007 Deepwater - Pipelay 97% 66% 70% - Robotics 86% 85% 86% Shelf Construction 74% 83% 63% Well Operations 83% 86% 94% Independence Hub & Marco Polo Production Facility Throughput (MBOE) 5,454 3,148 3,532 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

Images of the Quarter Awarded over $150 million worth of International pipelay work ERT drilled and completed Danny, a deepwater exploration well Express mobilizing for Reliance Project Construction of 2000 HP super trencher (i-Trencher) commenced Q4000 enters Dry-dock in Galveston for marine and drilling upgrades First production at Independence Hub occurred in July

Overall Revenue increased by 47% year over year and by 29% from Q2 due to asset additions, less maintenance activity and strengthening market conditions. As predicted, gross profit margins returned to > 35% levels with a further sequential improvement in Well Operation's profitability being especially noteable. Deepwater Construction The Intrepid and the Express had near full utilization and contributed 45% of the gross profit for the segment. The Express left for India in mid- September. We were awarded several contracts in the quarter. The following two international awards with a combined value in excess of $150 million are the most significant. The Caesar was awarded the installation of the BP Skarv Idun gas pipeline offshore Norway, scheduled for mid-2009. We entered into an LOI with Santos for the installation of the subsea infrastructure for Santos' Henry project in the Bass Strait of Australia. The Express will commence this work upon completion of the Reliance KGD6 projects in the fourth quarter of 2008. Canyon had another record quarter with gross profit 63% higher sequentially. They had six vessels under contract during the quarter and successfully completed the ROV drill work offshore Papua, New Guinea and executed well on several trenching projects in the North Sea. Contracting Services - Commentary Express Olympic Triton Caesar

Shelf Construction Cal Dive had a very good quarter following the extensive vessel maintenance activity of Q2. Revenue and gross profit improved both sequentially and year over year, despite the bulk of the 2005 hurricane work now being completed. See separate earnings release and conference call for this majority owned subsidiary. Well Operations The Seawell enjoyed full utilization and had another record quarter in the North Sea. The vessel worked in well intervention and construction / diving mode. The Q4000 performed well in the first two months of the quarter and arrived in Galveston on August 30th to start the extensive marine and drilling upgrade program. Due to extensions to the scope of work, e.g. addition of two new thrusters, the vessel will likely be out of service for all of Q4. Contracting Services - Commentary (2)

Reservoir/Well Tech Services Helix RDS had a difficult quarter due to seasonal vacation related impact and the net loss of personnel on the recruitment front. Steps are being taken to improve this situation. Production Facilities Q3/07 Review Independence Hub production has ramped-up nicely since its start-up in mid-July. Marco Polo production was essentially unchanged from the prior quarter and continued to be below expectations due to limited production from K2 and Marco Polo and delays in start-up of the Genghis Khan wells. Q4/07 and Outlook Marco Polo: The first of three planned Genghis Khan wells started producing to Marco Polo in early October. Drilling of the second Genghis Khan well is on-going and it is expected to begin production near the end of Q4 with drilling of the third well to commence immediately after the completion of the second. K2 pressure maintenance is still under evaluation by Anadarko to enhance recovery of claimed 2 to 4 billion BOE in place. Independence Hub: At the end of October, 12 of 15 wells were on-line and producing approximately 640 MMcf/d. Producers continue to ramp up production toward the 1.0 Bcf/d production capacity around year-end when they expect all 15 wells to be producing. In addition, a large number of leases were acquired by producers in the vicinity of the hub in the October lease sale, which bodes well for the prolonged profitability of this key asset. Contracting Services - Commentary (3)

1Q06 2Q06 3Q06 4Q06 1Q07 2Q07 3Q07 Deepwater Pipelay 19.6 13.86 12.8 17.8 19.7 8.6 18.1 Well Ops 6.6 10.47 10.87 16.84 6.5 23.9 23.1 Canyon Offshore 6.4 8.7 13.62 12.7 11.1 13.76 22.51 Prod. Facilities 4 5.25 5.8 6.1 5.8 8.8 9.34 Recent Growth of Deepwater Services EBITDA Prior to any inter-company elimination. See GAAP reconciliation on slide 25 Future Growth Increased throughput at Marco Polo and Independence Hub platforms Olympic Canyon Olympic Triton HST / i-Trencher Reeled Pipelay Caesar support New ROV's Upgrade Q4000 Well Enhancer WOSEA Growth No scheduled dry-dock in 2008 Caesar Olympic Triton Excluding Cal Dive International & Helix RDS

Oil & Gas - Financial Highlights Includes effect of NGLs. Third Quarter Third Quarter Second Quarter 2007 2006 2007 Revenue (in millions) $141.8 $145.0 $142.1 Gross Profit (in millions) $43.6 $44.6 $55.7 Margin 31% 31% 39% Production (BCFe) Shelf 12.4 13.3 12.6 Deepwater 3.2 2.3 3.2 Average Commodity Prices (net of hedging impact): Oil / Bbl $71.63 $62.55 $62.32 Gas / Mcf $7.04 $7.40(A) $8.06 Hedge gain (in millions) $3.2 $0.6 $0.2

Oil & Gas - Statistics (A) Third Quarter Third Quarter Third Quarter Third Quarter Second Quarter Second Quarter 2007 2007 2006 2006 2007 2007 Total Per Mcfe Total Per Mcfe Total Per Mcfe Operating Expenses $25.8 $1.65 $22.9 $1.46 $22.9 $1.45 Exploration Expense (B) 1.5 0.10 19.5 1.25 3.0 0.19 Repair & Maintenance 5.2 0.33 9.2 0.59 4.1 0.26 DD&A 50.7 3.25 46.3 2.96 48.5 3.08 Other 15.2 (C) 0.97 2.6 0.17 6.2(c) 0.40 $98.4 $6.30 $100.5 $6.43 $84.7 $5.38 (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)

Oil and Gas - Commentary (1) EC381 H E L I X E N E R G Y S O L U T I O N S Q3 production was less than expected due to shut-ins and stand-downs related to actual or forecast tropical weather systems. In all, the field development program was delayed by around 20 days, pushing the start-up of some wells into Q4. (See slide 18). Our Q3 cost structure was negatively impacted by around $14 million of incremental well P&A and facility repair costs, linked to the 2005 hurricanes. The bulk of that expenditure is now behind us. Shelf field development activity is now back in full swing and Q4 production should be meaningfully higher. We will provide an update on Q4 and an estimate for 2008 production, based on more conservative assumptions, when we talk about formal 2008 earnings guidance in mid-December. All deepwater field start-up activity is on track, according to the update provided on slide 19. Note that we may also sidetrack/complete/develop the Devil's Island PUD next year, timing subject to rig availability.

Oil and Gas - Commentary (2) We have secured a deepwater rig, on an opportunistic basis, to drill a development well at Noonan. The rig is on location and we expect the second well to both enhance production rate and reserve estimates. We were the apparent high bidder on 9 out of 10 blocks that we bid on during the recent central lease sale 205. Three of the prospects we will pick up, subject to MMS approval, are 'oily' plays in our midwater sweetspot as shown on slide 20. We have actively added positions to our hedging program recently, particularly for the late 2008 and 2009 timeframe. As shown on the new format of slide 21 we now have a total of 64.3 bcfe hedged at approximately $9/mcfe. Significantly, that hedged volume is < 10% of our expected P1 reserves at the end of 2007. our expected P1 reserves at the end of 2007. our expected P1 reserves at the end of 2007. our expected P1 reserves at the end of 2007. our expected P1 reserves at the end of 2007. our expected P1 reserves at the end of 2007. our expected P1 reserves at the end of 2007. our expected P1 reserves at the end of 2007. our expected P1 reserves at the end of 2007. our expected P1 reserves at the end of 2007. our expected P1 reserves at the end of 2007. our expected P1 reserves at the end of 2007. our expected P1 reserves at the end of 2007. our expected P1 reserves at the end of 2007. our expected P1 reserves at the end of 2007. our expected P1 reserves at the end of 2007. our expected P1 reserves at the end of 2007. our expected P1 reserves at the end of 2007. our expected P1 reserves at the end of 2007.

Major Shelf Development Projects Project Name Working Interest % Estimated Initial Rate Predominant Hydrocarbon Phase (Net MMCFE/D) Est. 1st Production/ Actual Start Date East Cameron 339 100 13 Oil Q3 2007 9/15/07 East Cameron 157/169 60/100 15 Gas Q3 2007 8/20/07 East Cameron 316 100 13 Gas Q3 2007 10/19/07 Brazos 436 90 6 Gas Q3 2007 9/10/07 High Island 466 75 8 Gas Q4 2007 Delayed 30 Days Vermilion 348 100 8 Gas Q4 2007 Delayed 30 Days Main Pass Project 20-50 14 Gas Q1 2008 Delayed 275 Days

Deepwater Development Projects Project Name Operator Working Interest % Estimated Peak Rate Expected Predominant Hydrocarbon Phase (Net MMCFE/D) Activity Update 1st Production Est. Atwater Valley 426 "Bass Lite" Mariner 18 15 Gas Laying/ Flowline/Umbilical Q1 2008 Garden Banks 506 "Danny" "Noonan" ERT 100 140 Oil & Gas Currently Drilling "Noonan" Development Well Q3 2008/ Q1 2009 Green Canyon 236/237 "Phoenix" ERT 70 120 Oil Sold 30% W.I. To Sojitz GOM Deepwater, Inc. Q3 2008 Garden Banks 344 "Devil's Island" ERT 100/65 50 Oil Drill/Complete* Sidetrack Q1 2008 Q4 2008* *Subject to rig availability

Gunnison Danny / Noonan Gophere Phoenix Tiger Tornado Bass Lite Bishop Ty Webb Al Czervik Motor Mouth Devil's Isle. Legend: Producing Field Non Producing Field Discovery Prospect Sale 205 Apparent High Bids ERT Deepwater Portfolio - Main Fields/Prospects Rev. Cleophus "Joliet" Jake Elwood

Summary of 2007 - 2009 Hedging Positions H E L I X E N E R G Y S O L U T I O N S (a) Total revenues at the collar ceilings would be $633 million. (a) (a)

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