8-K

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 29, 2009

TIDEWATER INC.

(Exact name of registrant as specified in its charter)

Delaware	1-6311	72-0487776
(State of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

601 Poydras Street, Suite 1900	70130
(Address of principal executive offices)	(Zip Code)

(504) 568-1010

(Registrant’s telephone number, including area code)

N/A

(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 registrants under any of the following provisions:

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

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

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

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

1

Item 2.02. Results of Operations and Financial Condition

In accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, the Company notes that certain statements set forth in this Current Report on Form 8-K provide other than historical information and are forward looking. The actual achievement of any forecasted results, or the unfolding of future economic or business developments in a way anticipated or projected by the Company, involve numerous risks and uncertainties that may cause the Company’s actual performance to be materially different from that stated or implied in the forward-looking statement. Among those risks and uncertainties, many of which are beyond the control of the Company, include, without limitation, fluctuations in worldwide energy demand and oil and gas prices; fleet additions by competitors and industry overcapacity; changes in capital spending by customers in the energy industry for offshore exploration, development and production; changing customer demands for different vessel specifications, which may make some of our older vessels technologically obsolete for certain customer projects or in certain markets; instability of global financial markets and difficulty in accessing credit or capital; acts of terrorism and piracy; significant weather conditions; unsettled political conditions, war, civil unrest and governmental actions, especially in higher risk countries of operations; foreign currency fluctuations; and enforcement of laws related to the environment, labor and foreign corrupt practices. Readers should consider all of these risk factors as well as other information contained in this report.

On October 29, 2009, the company issued an earnings release announcing its financial results for the quarter ended September 30, 2009.

The press release is filed as Exhibit 99.1 to this Current Report and is incorporated herein by reference as if fully set forth.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are furnished with this Form 8-K:

99.1 Earnings release dated October 29, 2009.

2

SIGNATURE

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.

TIDEWATER INC.
By:	/s/ Quinn P. Fanning
	Quinn P. Fanning
	Executive Vice President and Chief Financial Officer

Date: October 29, 2009

3

EX-99.1

Exhibit 99.1

Tidewater Reports Second Quarter Results For Fiscal 2010

NEW ORLEANS—October 29, 2009—Tidewater Inc. (NYSE:TDW) announced today second quarter net earnings for the period ended September 30, 2009, of $98.2 million, or $1.90 per common share, on revenues of $295.5 million. Included in net earnings for the September 30, 2009 quarter is a $34.3 million, or $0.66 per common share, tax benefit resulting from a favorable resolution of tax litigation. For the same quarter last year, net earnings were $95.4 million, or $1.85 per common share, on revenues of $346.8 million. The immediately preceding quarter ended June 30, 2009, had net earnings of $44.5 million, or $0.86 per common share, on revenues of $ 326.6 million. Included in net earnings for the June 30, 2009 quarter was a non-cash charge totaling $48.6 million ($47.7 million after tax, or $0.93 per common share) related to the company’s Venezuelan operations. As a result of the seizure of vessels and certain other assets during the June quarter in Venezuela pursuant to a May 2009 Venezuelan law and the continued nonpayment of outstanding receivables from Petroleos de Venezuela, S.A. (PDVSA) and an affiliate of PDVSA, the company recorded in the June 2009 quarter a $3.8 million charge equal to the net book value of the assets seized and a $44.8 million provision to fully reserve accounts receivable due from PDVSA-related entities.

As previously announced, Tidewater will hold a conference call to discuss September quarterly earnings on Thursday, October 29, 2009, at 10:00 a.m. CDT, promptly following the Company’s release of quarterly earnings. Investors and interested parties may listen to the teleconference via telephone by calling 1-888-388-7493 if calling from the U.S. or Canada (1-706-679-8348 if calling from outside the U.S.) and ask for the “Tidewater” call just prior to the scheduled start. A replay of the conference call will be available beginning at 12:00 p.m. CDT on October 29, 2009, and will continue until 11:59 p.m. CDT on October 31, 2009. To hear the replay, call 1-800-642-1687 (1-706-645-9291 if calling from outside the U.S.). The conference call ID number is 35253766.

A simultaneous webcast of the conference call will be accessible online at the Tidewater Inc. website, www.tdw.com. The online replay will be available until November 29, 2009.

Tidewater Inc. owns 398 vessels, the world’s largest fleet of vessels serving the global offshore energy industry.

Note: all per-share amounts are stated on a diluted basis.

Contact:

Tidewater Inc., New Orleans

Joe Bennett, Executive Vice President and Chief Investor Relations Officer

504-566-4506

SOURCE: Tidewater Inc.

Financial information is displayed on the next page.

1

TIDEWATER INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except share and per share data)

	Quarter Ended September 30,					Six Months Ended September 30,
	2009			2008		2009		2008
Revenues:
Vessel revenues	$	294,563		344,637		604,999		673,008
Other marine revenues		961		2,192		17,134		13,875
		295,524		346,829		622,133		686,883
Costs and expenses:
Vessel operating costs		157,526		175,371		311,177		352,099
Costs of other marine revenues		882		1,315		15,582		11,744
Depreciation and amortization		32,260		30,657		63,909		61,278
General and administrative		37,686		35,315		72,074		70,423
Provision for Venezuelan operations		517		—		49,070		—
Gain on asset dispositions, net		(5,374	)	(5,851	)	(17,912	)	(16,238	)
		223,497		236,807		493,900		479,306
Operating income		72,027		110,022		128,233		207,577
Other income (expenses):
Foreign exchange (loss) gain		(2,252	)	2,487		(4,838	)	1,297
Equity in net earnings of unconsolidated companies		5,557		3,798		10,972		7,994
Interest income and other, net		502		1,425		3,670		3,324
Interest and other debt costs		(450	)	(108	)	(527	)	(428	)
		3,357		7,602		9,277		12,187
Earnings before income taxes		75,384		117,624		137,510		219,764
Income tax (benefit) expense		(22,801	)	22,193		(5,157	)	39,557
Net earnings	$	98,185		95,431		142,667		180,207
Basic earnings per common share	$	1.91		1.86		2.78		3.51
Diluted earnings per common share	$	1.90		1.85		2.77		3.49
Weighted average common shares outstanding		51,371,295		51,246,848		51,366,826		51,394,460
Incremental common shares from stock options		234,171		239,236		216,718		267,346
Adjusted weighted average common shares		51,605,466		51,486,084		51,583,544		51,661,806
Cash dividends declared per common share	$	0.25		0.25		0.50		0.50

2

TIDEWATER INC.

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and par value data)

ASSETS	September 30, 2009		March 31, 2009
Current assets:
Cash and cash equivalents	$	295,655	250,793
Trade and other receivables, net		333,303	328,566
Marine operating supplies		43,331	48,727
Other current assets		13,181	6,365
Total current assets		685,470	634,451
Investments in, at equity, and advances to unconsolidated companies		33,878	37,221
Properties and equipment:
Vessels and related equipment		3,263,720	3,238,674
Other properties and equipment		81,975	81,689
		3,345,695	3,320,363
Less accumulated depreciation and amortization		1,255,635	1,307,038
Net properties and equipment		2,090,060	2,013,325
Goodwill		328,754	328,754
Other assets		95,055	60,053
Total assets	$	3,233,217	3,073,804
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current maturities of long-term debt	$	25,000	—
Accounts payable		51,637	51,530
Accrued expenses		118,922	111,153
Accrued property and liability losses		5,767	5,521
Other current liabilities		44,925	35,146
Total current liabilities		246,251	203,350
Long-term debt		275,000	300,000
Deferred income taxes		205,920	201,200
Accrued property and liability losses		14,470	8,035
Other liabilities and deferred credits		122,882	116,541
Commitment and contingencies
Stockholders’ equity:
Common stock of $.10 par value, 125,000,000 shares authorized, issued 51,707,721 shares at September and 51,696,245 shares at March		5,170	5,169
Other stockholders’ equity		2,363,524	2,239,509
Total stockholders’ equity		2,368,694	2,244,678
Total liabilities and stockholders’ equity	$	3,233,217	3,073,804

3

TIDEWATER INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Six Months Ended September 30,
	2009			2008
Operating activities:
Net earnings	$	142,667		180,207
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		63,909		61,278
Provision (benefit) for deferred income taxes		(14,215	)	(4,890	)
Reversal of liabilities for uncertain tax positions		(34,284	)	—
Gain on asset dispositions, net		(17,912	)	(16,238	)
Provision for Venezuelan operations		49,070		—
Equity in earnings of unconsolidated companies, net of dividends		3,343		(1,574	)
Compensation expense—stock-based		4,936		6,152
Excess tax benefits on stock options exercised		(194	)	(1,438	)
Changes in assets and liabilities, net:
Trade and other receivables		(41,329	)	(25,723	)
Marine operating supplies		5,396		(8,315	)
Other current assets		(6,816	)	(6,644	)
Accounts payable		107		(8,599	)
Accrued expenses		6,448		(502	)
Accrued property and liability losses		246		(187	)
Other current liabilities		8,694		19,143
Other liabilities and deferred credits		(4,589	)	1,311
Other, net		(644	)	721
Net cash provided by operating activities		164,833		194,702
Cash flows from investing activities:
Proceeds from sales of assets		23,216		20,638
Proceeds from sales/leaseback of assets		101,755		—
Additions to properties and equipment		(212,532	)	(259,845	)
Other		—		312
Net cash used in investing activities		(87,561	)	(238,895	)
Cash flows from financing activities:
Principal payments on capitalized lease obligations		—		(10,059	)
Proceeds from exercise of stock options		962		6,548
Cash dividends		(25,859	)	(25,753	)
Stock repurchases		—		(53,634	)
Excess tax benefits on stock options exercised		194		1,438
Debt issuance costs		(7,707	)	—
Net cash used in financing activities		(32,410	)	(81,460	)
Net change in cash and cash equivalents		44,862		(125,653	)
Cash and cash equivalents at beginning of period		250,793		270,205
Cash and cash equivalents at end of period	$	295,655		144,552
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	7,163		6,970
Income taxes	$	29,568		29,833

4

The company’s revenues and operating expenses and its related percentage of vessel revenues for the quarters and the six-month periods ended September 30, 2009 and 2008 and for the quarter ended June 30, 2009, were as follows:

	Quarter Ended September 30,							Six Months Ended September 30,						Quarter Ended June 30,
(In thousands)		2009	%		2008	%		2009	%		2008	%		2009	%
Vessel revenues:
International	$	271,898	92	%	304,635	88	%	557,886	92	%	592,904	88	%	285,988	92	%
United States		22,665	8	%	40,002	12	%	47,113	8	%	80,104	12	%	24,448	8	%
Vessel revenues		294,563	100	%	344,637	100	%	604,999	100	%	673,008	100	%	310,436	100	%
Vessel operating costs:
Crew costs	$	78,737	27	%	92,086	27	%	161,489	27	%	185,238	28	%	82,752	27	%
Repair and maintenance		31,452	11	%	32,702	9	%	57,086	9	%	68,550	10	%	25,634	8	%
Insurance and loss reserves		3,383	1	%	5,608	2	%	8,059	1	%	11,081	2	%	4,676	2	%
Fuel, lube and supplies		15,213	5	%	18,609	5	%	28,055	5	%	33,775	5	%	12,842	4	%
Vessel operating leases		4,321	1	%	1,749	1	%	6,070	1	%	3,498	1	%	1,749	1	%
Other		24,420	8	%	24,617	7	%	50,418	8	%	49,957	7	%	25,998	8	%
Vessel operating costs		157,526	53	%	175,371	51	%	311,177	51	%	352,099	52	%	153,651	49	%
Vessel operating margin (A)	$	137,037	47	%	169,266	49	%	293,822	49	%	320,909	48	%	156,785	51	%

Note (A): The following table reconciles vessel operating margin as presented above to operating income for the quarters and the six-month periods ended September 30, 2009 and 2008 and for the quarter ended June 30, 2009:

	Quarter Ended September 30,					Six Months Ended September 30,				Quarter Ended June 30,
(In thousands)	2009			2008		2009		2008		2009
Vessel operating margin	$	137,037		169,266		293,822		320,909		156,785
Other marine services revenues		961		2,192		17,134		13,875		16,173
Costs of other marine revenues		(882	)	(1,315	)	(15,582	)	(11,744	)	(14,700	)
Depreciation and amortization		(32,260	)	(30,657	)	(63,909	)	(61,278	)	(31,649	)
General and administrative		(37,686	)	(35,315	)	(72,074	)	(70,423	)	(34,388	)
Provision for Venezuelan operations		(517	)	—		(49,070	)	—		(48,553	)
Gain on asset dispositions, net		5,374		5,851		17,912		16,238		12,538
Operating income	$	72,027		110,022		128,233		207,577		56,206

The company’s operating income and other components of earnings before income taxes and its related percentage of total revenues for the quarters and the six-month periods ended September 30, 2009 and 2008 and for the quarter ended June 30, 2009, were as follows:

	Quarter Ended September 30,									Six Months Ended September 30,								Quarter Ended June 30,
(In thousands)		2009		%		2008		%		2009		%		2008		%		2009		%
Vessel operating profit:
International	$	78,590		27	%	104,335		30	%	128,482		21	%	192,517		28	%	49,892		15	%
United States		1,214		<1	%	9,956		3	%	3,843		1	%	18,489		3	%	2,629		1	%
		79,804		27	%	114,291		33	%	132,325		21	%	211,006		31	%	52,521		16	%
Corporate expenses		(13,042	)	(4	%)	(10,821	)	(3	%)	(22,943	)	(4	%)	(21,393	)	(3	%)	(9,901	)	(3	%)
Gain on asset dispositions, net		5,374		2	%	5,851		2	%	17,912		3	%	16,238		2	%	12,538		4	%
Other marine services		(109	)	(<1	%)	701		<1	%	939		<1	%	1,726		<1	%	1,048		<1	%
Operating income		72,027		24	%	110,022		32	%	128,233		21	%	207,577		30	%	56,206		17	%
Foreign exchange (loss) gain		(2,252	)	(1	%)	2,487		1	%	(4,838	)	(1	%)	1,297		<1	%	(2,586	)	(1	%)
Equity in net earnings of unconsolidated companies		5,557		2	%	3,798		1	%	10,972		2	%	7,994		1	%	5,415		2	%
Interest income and other, net		502		<1	%	1,425		<1	%	3,670		1	%	3,324		<1	%	3,168		1	%
Interest and other debt costs		(450	)	(<1	%)	(108	)	(<1	%)	(527	)	(<1	%)	(428	)	(<1	%)	(77	)	(<1	%)
Earnings before income taxes	$	75,384		26	%	117,624		34	%	137,510		22	%	219,764		32	%	62,126		19	%

5

The company’s revenues, vessel utilization percentages and average day rates by vessel class and in total for the quarters and the six-month periods ended September 30, 2009 and 2008 and the quarter ended June 30, 2009, were as follows:

	Quarter Ended September 30,				Six Months Ended September 30,		Quarter Ended June 30,
	2009			2008	2009	2008	2009
REVENUES BY VESSEL CLASS (In thousands):
International-based fleet:
Deepwater vessels	$	71,015		67,642	137,413	125,926	66,398
Towing-supply/supply		169,152		193,415	352,048	378,374	182,896
Crew/utility		22,393		26,709	47,963	54,078	25,570
Offshore tugs		9,338		14,993	19,895	30,819	10,557
Other		—		1,876	567	3,707	567
Total	$	271,898		304,635	557,886	592,904	285,988
United States-based fleet:
Deepwater vessels	$	14,714		16,099	28,011	33,031	13,297
Towing-supply/supply		7,342		18,644	16,857	36,319	9,515
Crew/utility		609		5,259	2,245	10,754	1,636
Total	$	22,665		40,002	47,113	80,104	24,448
Worldwide fleet:
Deepwater vessels	$	85,729		83,741	165,424	158,957	79,695
Towing-supply/supply		176,494		212,059	368,905	414,693	192,411
Crew/utility		23,002		31,968	50,208	64,832	27,206
Offshore tugs		9,338		14,993	19,895	30,819	10,557
Other		—		1,876	567	3,707	567
Total	$	294,563		344,637	604,999	673,008	310,436
UTILIZATION:
International-based fleet:
Deepwater vessels		79.1	%	85.8	78.4	84.7	77.6
Towing-supply/supply		71.1		75.7	72.6	76.5	74.1
Crew/utility		71.3		79.5	73.5	82.8	75.7
Offshore tugs		60.4		60.4	57.1	56.7	54.2
Other		—		59.0	79.2	48.8	79.2
Total		71.3	%	75.8	72.3	76.2	73.2
United States-based fleet:
Deepwater vessels		76.7	%	98.0	84.3	96.3	92.4
Towing-supply/supply		32.2		48.0	35.8	48.9	39.4
Crew/utility		18.8		75.5	32.8	76.4	45.4
Total		37.7	%	61.4	43.4	62.2	49.0
Worldwide fleet:
Deepwater vessels		78.8	%	88.0	79.3	87.0	79.9
Towing-supply/supply		66.8		72.2	68.6	72.9	70.3
Crew/utility		66.4		78.9	69.6	81.8	72.6
Offshore tugs		60.4		60.4	57.1	56.7	54.2
Other		—		59.0	79.2	48.8	79.2
Total		67.8	%	74.0	69.3	74.4	70.7
AVERAGE VESSEL DAY RATES:
International-based fleet:
Deepwater vessels	$	24,839		26,831	25,520	25,820	26,287
Towing-supply/supply		12,428		12,375	12,475	12,015	12,518
Crew/utility		4,935		5,184	5,085	5,071	5,224
Offshore tugs		7,059		8,302	7,406	8,614	7,744
Other		—		10,597	9,679	10,233	9,679
Total	$	12,177		12,048	12,186	11,631	12,194
United States-based fleet:
Deepwater vessels	$	29,784		25,233	26,834	24,862	24,178
Towing-supply/supply		9,623		12,867	9,873	12,234	10,071
Crew/utility		5,032		6,017	5,010	6,015	4,997
Total	$	16,456		13,510	14,726	13,164	13,418
Worldwide fleet:
Deepwater vessels	$	25,568		26,517	25,734	25,615	25,910
Towing-supply/supply		12,280		12,416	12,326	12,034	12,396
Crew/utility		4,938		5,305	5,082	5,206	5,210
Offshore tugs		7,059		8,302	7,406	8,614	7,744
Other		—		10,597	9,679	10,233	9,679
Total	$	12,426		12,201	12,352	11,795	12,282

6

The average day rates and utilization percentages for the company’s new vessels (defined as vessels acquired or constructed since calendar year 2000 as part of its new build and acquisition program) and its older, more traditional vessels for the quarters and the six-month periods ended September 30, 2009 and 2008 and for the quarter ended June 30, 2009, were as follows:

	Quarter Ended September 30,				Six Months Ended September 30,		Quarter Ended June 30,
	2009			2008	2009	2008	2009
AVERAGE VESSEL DAY RATES:
International-based fleet:
New vessels	$	16,160		17,090	16,301	16,676	16,452
Traditional vessels		8,193		9,163	8,531	8,879	8,819
Total International-based fleet	$	12,177		12,048	12,186	11,631	12,194
United States-based fleet:
New vessels	$	21,955		14,732	19,560	14,687	17,896
Traditional vessels		12,874		12,386	11,309	11,697	10,055
Total U.S.-based fleet	$	16,456		13,510	14,726	13,164	13,418
Worldwide fleet:
New vessels	$	16,429		16,774	16,490	16,393	16,554
Traditional vessels		8,518		9,444	8,730	9,121	8,910
Total Worldwide Fleet	$	12,426		12,201	12,352	11,795	12,282
UTILIZATION:
International-based fleet:
New vessels		86.8	%	91.0	86.6	91.0	86.5
Traditional vessels		60.5		69.2	63.0	70.0	65.3
Total International-based fleet		71.3	%	75.8	72.3	76.2	73.2
United States-based fleet:
New vessels		49.2	%	82.7	58.1	83.3	66.5
Traditional vessels		32.7		49.6	36.8	50.0	41.0
Total U.S.-based fleet		37.7	%	61.4	43.4	62.2	49.0
Worldwide fleet:
New vessels		83.8	%	89.8	84.2	89.8	84.7
Traditional vessels		57.2		66.9	60.0	67.7	62.6
Total Worldwide Fleet		67.8	%	74.0	69.3	74.4	70.7

7

The company’s average number of vessels by class and geographic distribution for the quarters and the six-month periods ended September 30, 2009 and 2008 and for the quarter ended June 30, 2009, were as follows:

	Quarter Ended September 30,		Six Months Ended September 30,		Quarter Ended June 30,
	2009	2008	2009	2008	2009
International-based fleet:
Deepwater vessels	39	32	38	32	35
Towing-supply/supply	208	224	212	225	217
Crew/utility	69	70	70	70	71
Offshore tugs	24	33	26	34	28
Other	—	3	—	4	1
Total	340	362	346	365	352
United States-based fleet:
Deepwater vessels	7	7	7	7	7
Towing-supply/supply	26	33	26	33	26
Crew/utility	7	13	7	13	8
Total	40	53	40	53	41
Owned or chartered vessels included in marine revenues (B)	380	415	386	418	393
Vessels withdrawn from service	8	16	9	18	9
Joint-venture and other	10	14	10	14	10
Total	398	445	405	450	412

Note (B): Included in total owned or chartered vessels at September 30, 2009 and 2008 and at June 30, 2009, were 70, 47 and 66 vessels, respectively, that were stacked by the company. These vessels were considered to be in service and are included in the calculation of the company’s utilization statistics.

The table below summarizes the various vessel commitments by vessel class and type as of September 30, 2009:

	International Built					U. S. Built
Vessel class and type	Number of Vessels	Total Cost		Expended Through 9/30/09		Number of Vessels	Total Cost		Expended Through 9/30/09
		(In thousands)					(In thousands)
Deepwater vessels:
Anchor handling towing supply	2	$	60,829	$	30,925	—		—		—
Platform supply vessels (C)	16	$	478,916	$	145,029	3	$	95,785	$	51,306
Towing-supply/supply vessels:
Anchor handling towing supply	11	$	187,144	$	61,598	—		—		—
Platform supply vessels	3	$	37,349	$	24,306	—		—		—
Crewboats and offshore tugs:
Crewboats	2	$	18,576	$	14,394	—		—		—
Offshore tugs	1	$	14,105	$	11,277	—		—		—
Totals	35	$	796,919	$	287,529	3	$	95,785	$	51,306

Note (C): The international built deepwater platform supply vessel count includes one multipurpose platform supply vessel.

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The table below summarizes by vessel class and vessel type the number of vessels expected to be delivered by quarter of the various vessel commitments as discussed above along with the expected quarterly cash outlay:

	Quarter Period Ended
Vessel class and type	12/09		03/10		06/10	09/10	12/10	Thereafter
Deepwater vessels:
Anchor handling towing supply		—	—		2	—	—	—
Platform supply vessels		4	2	(D)	—	—	1	12
Towing-supply/supply vessels:
Anchor handling towing supply		1	1		1	—	2	6
Platform supply vessels		2	1		—	—	—	—
Crewboats and offshore tugs:
Crewboats		—	1		1	—	—	—
Offshore tugs		1	—		—	—	—	—
Totals		8	5		4	—	3	18
(In thousands)
Expected quarterly cash outlay	$	125,188	102,142		52,695	31,150	44,276	198,418	(E)

Note (D): The deepwater platform supply vessel count in the March 2010 quarter includes one multipurpose platform supply vessel.

Note (E): The $198,418 of ‘Thereafter’ vessel construction obligations is expected to be paid out as follows: $40,376 in the remaining quarter of fiscal 2011, $146,320 during fiscal 2012, and $11,722 during fiscal 2013.

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