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Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2011	Jul. 21, 2011
Document and Entity Information
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2011
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2011
Entity Registrant Name	HELIX ENERGY SOLUTIONS GROUP INC
Entity Central Index Key	0000866829
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		105,943,676

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2011	Dec. 31, 2010
Current assets:
Cash and cash equivalents	$ 414,189	$ 391,085
Accounts receivable - Trade, net of allowance for uncollectible accounts of $4,395 and $4,527, respectively	212,406	177,293
Unbilled revenue	18,325	33,712
Costs in excess of billing	1,978	15,699
Other current assets	110,334	123,065
Total current assets	757,232	740,854
Property and equipment	4,586,583	4,486,077
Less - accumulated depreciation	(2,111,273)	(1,958,997)
Property and equipment, net	2,475,310	2,527,080
Other assets:
Equity investments	188,772	187,031
Goodwill	62,902	62,494
Other assets, net	76,421	74,561
Total assets	3,560,637	3,592,020
Current liabilities:
Accounts payable	148,142	159,381
Accrued liabilities	190,226	198,237
Current maturities of long-term debt	7,759	10,179
Total current liabilities	346,127	367,797
Long-term debt	1,239,893	1,347,753
Deferred income taxes	431,821	413,639
Asset retirement obligations	166,458	170,410
Other long-term liabilities	5,432	5,777
Total liabilities	2,189,731	2,305,376
Convertible preferred stock	1,000	1,000
Commitments and contingencies
Shareholders' equity:
Common stock, no par, 240,000 shares authorized, 105,948 and 105,592 shares issued, respectively	911,393	906,957
Retained earnings	459,875	392,705
Accumulated other comprehensive loss	(27,956)	(39,058)
Total controlling interest shareholders' equity	1,343,312	1,260,604
Noncontrolling interests	26,594	25,040
Total equity	1,369,906	1,285,644
Total liabilities and shareholders' equity	$ 3,560,637	$ 3,592,020

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) shares in Thousands, $ in Thousands	Jun. 30, 2011	Dec. 31, 2010
Current assets:
Allowance for uncollectible accounts	$ 4,395	$ 4,527
Shareholders' equity:
Common stock, par value
Common stock, shares authorized	240,000	240,000
Common stock, shares issued	105,948	105,592

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Net revenues:
Contracting services	$ 165,861	$ 196,676	$ 288,609	$ 307,531
Oil and gas	172,458	102,586	341,317	193,301
Total net revenues	338,319	299,262	629,926	500,832
Cost of sales:
Contracting services	116,521	140,126	223,428	226,374
Oil and gas	98,879	94,092	206,503	172,446
Oil and gas property impairments	22,721	159,862	22,721	170,974
Total cost of sales	238,121	394,080	452,652	569,794
Gross profit (loss)	100,198	(94,818)	177,274	(68,962)
Gain on oil and gas derivative contracts	0	2,482	0	2,482
Gain (loss) on sale or acquisition of assets, net	(22)	(14)	(6)	6,233
Selling and administrative expenses	(23,758)	(24,546)	(48,739)	(65,047)
Income (loss) from operations	76,418	(116,896)	128,529	(125,294)
Equity in earnings of investments	5,887	1,656	11,537	6,711
Gain on sale of Cal Dive common stock			753	0
Net interest expense	(25,278)	(20,523)	(49,514)	(36,158)
Other income (expense)	1,253	(1,676)	3,160	(7,261)
Income (loss) before income taxes	58,280	(137,439)	94,465	(162,002)
Provision (benefit) for income taxes	16,171	(52,366)	25,721	(59,927)
Net income (loss), including noncontrolling interests	42,109	(85,073)	68,744	(102,075)
Less net income applicable to noncontrolling interests	(786)	(444)	(1,554)	(1,273)
Net income (loss) applicable to Helix	41,323	(85,517)	67,190	(103,348)
Preferred stock dividends	(10)	(34)	(20)	(94)
Net income (loss) applicable to Helix common shareholders	$ 41,313	$ (85,551)	$ 67,170	$ (103,442)
Earnings (loss) per share of common stock:
Basic	$ 0.39	$ (0.82)	$ 0.63	$ (1.00)
Diluted	$ 0.39	$ (0.82)	$ 0.63	$ (1.00)
Weighted average common shares outstanding:
Basic	104,673	104,125	104,573	103,610
Diluted	105,140	104,125	105,024	103,610

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Cash flows from operating activities:
Net income (loss), including noncontrolling interests	$ 68,744	$ (102,075)
Adjustments to reconcile net income (loss), including noncontrolling interests to net cash provided by operating activities
Depreciation and amortization	167,170	146,268
Asset impairment charge and dry hole expense	29,352	170,784
Amortization of deferred financing costs	4,777	3,768
Stock compensation expense	4,938	4,589
Amortization of debt discount	4,414	4,136
Deferred income taxes	23,864	(54,749)
Excess tax benefit from stock-based compensation	1,196	2,163
Gain on investment in Cal Dive common stock	(753)	0
(Gain) loss on sale or acquisition of assets	6	(6,233)
Unrealized (gain) loss on derivative contracts	(34)	2,813
Changes in operating assets and liabilities:
Accounts receivable, net	(18,207)	(30,591)
Other current assets	12,712	16,477
Income tax payable	(4,154)	(10,811)
Accounts payable and accrued liabilities	(27,070)	28,027
Oil and gas asset retirement costs	(16,073)	(28,727)
Other noncurrent, net	(309)	(9,439)
Net cash provided by operating activities	250,573	136,400
Cash flows from investing activities:
Capital expenditures	(106,122)	(135,612)
Investments in equity investments	(2,699)	(6,307)
Distributions from equity investments, net	1,593	8,132
Proceeds from sale of Cal Dive common stock	3,588	0
Insurance recovery for capital items	0	16,106
Decrease in restricted cash	863	109
Net cash used in investing activities	(102,777)	(117,572)
Cash flows from financing activities:
Borrowing under revolving credit facility	109,400	0
Repayment of revolving credit facility	(109,400)	0
Repayment of Helix Term Loan	(111,191)	(2,163)
Repayment of MARAD borrowings	(2,294)	(2,403)
Loan notes repayment	(1,213)	(1,167)
Deferred financing costs	(9,014)	(2,792)
Preferred stock dividends paid	(20)	(94)
Repurchases of common stock	(1,012)	(9,127)
Excess tax benefit from stock-based compensation	(1,196)	(2,163)
Exercise of stock options, net	1,672	163
Net cash used in financing activities	(124,268)	(19,746)
Effect of exchange rate changes on cash and cash equivalents	(424)	246
Net increase (decrease) in cash and cash equivalents	23,104	(672)
Cash and cash equivalents:
Balance, beginning of year	391,085	270,673
Balance, end of period	$ 414,189	$ 270,001

Basis of Presentation	6 Months Ended
Basis of Presentation	Jun. 30, 2011
Basis of Presentation
Basis of Presentation	Note 1 – Basis of Presentation The accompanying condensed consolidated financial statements include the accounts of Helix Energy Solutions Group, Inc. and its majority-owned subsidiaries (collectively, "Helix" or the "Company"). Unless the context indicates otherwise, the terms "we," "us" and "our" in this report refer collectively to Helix and its majority-owned subsidiaries. All material intercompany accounts and transactions have been eliminated. These unaudited condensed consolidated financial statements have been prepared pursuant to instructions for the Quarterly Report on Form 10-Q required to be filed with the Securities and Exchange Commission ("SEC"), and do not include all information and footnotes normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles. The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles and are consistent in all material respects with those applied in our 2010 Annual Report on Form 10-K ("2010 Form 10-K"). The preparation of these financial statements requires us to make estimates and judgments that affect the amounts reported in the financial statements and the related disclosures. Actual results may differ from our estimates. Management has reflected all adjustments (which were normal recurring adjustments unless otherwise disclosed herein) that it believes are necessary for a fair presentation of the condensed consolidated balance sheets, results of operations, and cash flows, as applicable. The operating results for the periods ended June 30, 2011 are not necessarily indicative of the results that may be expected for the year ending December 31, 2011. Our balance sheet as of December 31, 2010 included herein has been derived from the audited balance sheet as of December 31, 2010 included in our 2010 Form 10-K. These unaudited condensed consolidated financial statements should be read in conjunction with the annual audited consolidated financial statements and notes thereto included in our 2010 Form 10-K. Certain reclassifications were made to previously reported amounts in the condensed consolidated financial statements and notes thereto to make them consistent with the current presentation format, including reclassifying the previously recorded results associated with our discontinued operations. The discontinued operations results are now reflected as a component of other income (expense) in the accompanying condensed consolidated statement of operations as such amounts are immaterial for all the periods presented in this Quarterly Report on Form 10-Q.

- Definition

The entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.

+ References

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+ Details

Company Overview	6 Months Ended
Company Overview	Jun. 30, 2011
Company Overview
Company Overview	Note 2 – Company Overview We are an international offshore energy company that provides reservoir development solutions and other contracting services to the energy market as well as to our own oil and gas properties. Our Contracting Services segment utilizes our vessels, offshore equipment and methodologies to deliver services that may reduce finding and development costs and encompass the complete lifecycle of an offshore oil and gas field. Our Contracting Services are located primarily in the Gulf of Mexico, North Sea, Asia Pacific and West Africa regions. Our Oil and Gas segment engages in exploration, development and production activities. Our oil and gas operations are exclusively located in the Gulf of Mexico. Contracting Services Operations We seek to provide services and methodologies which we believe are critical to finding and developing offshore reservoirs and maximizing production economics. Our "life of field" services are segregated into four disciplines: subsea construction, well operations, robotics and production facilities. We have disaggregated our contracting services operations into two reportable segments: Contracting Services and Production Facilities. Our Contracting Services business primarily includes subsea construction, deepwater pipelay, well operations and robotics activities. Our Production Facilities business includes our investments in Deepwater Gateway, L.L.C. ("Deepwater Gateway") and Independence Hub, LLC ("Independence Hub") as well as our majority ownership of the Helix Producer I ("HP I") vessel. We have developed a response system that has been referenced as a designated spill response solution in Gulf of Mexico permit applications (see "Events in Gulf of Mexico" below). Oil and Gas Operations We began our oil and gas operations to provide a more efficient solution to offshore abandonment, to expand our off-season utilization of our contracting services assets and to achieve incremental returns. We have evolved this business model to include not only mature oil and gas properties but also proved and unproved reserves yet to be developed and explored. This has led to the assembly of services that allows us to create value at key points in the life of a reservoir from exploration through development, life of field management and operating through abandonment. Events in Gulf of Mexico In April 2010, an explosion occurred on the Deepwater Horizon drilling rig located on the site of the Macondo well at Mississippi Canyon Block 252. The resulting events included loss of life, the complete destruction of the drilling rig and an oil spill, the magnitude of which was unprecedented in U.S. territorial waters. In May 2010, the U.S. Department of Interior ("DOI") announced a total moratorium on new drilling in the Gulf of Mexico. In October 2010, the DOI lifted the drilling moratorium and instructed the Bureau of Ocean Energy Management, Regulation and Enforcement ("BOEMRE") that it could resume issuing drilling permits conditioned on the requesting company's compliance with all revised drilling, safety and environmental requirements. No deepwater drilling permits were issued in the period from October 2010 through late February 2011. In late February 2011, the BOEMRE commenced issuing deepwater permits. At the time of this filing 24 deepwater permits have been issued, 14 of which were issued referencing the Helix Fast Response System as further discussed below. We developed the Helix Fast Response System ("HFRS") as a culmination of our experience as a responder in the Macondo oil spill response and containment efforts. The HFRS centers on two vessels, the HP I and the Q4000, both of which played a key role in the Macondo oil spill response and containment efforts and are presently operating in the Gulf of Mexico. In 2011, we signed an agreement with Clean Gulf Associates ("CGA"), a non-profit industry group, allowing, in exchange for a retainer fee, the HFRS to be named as a response resource in permit applications to federal and state agencies and making the HFRS available for a two-year term to certain CGA participants who have executed utilization agreements with us. In addition to the agreement with CGA, we currently have signed separate utilization agreements with 24 CGA participant member companies specifying the day rates to be charged should the HFRS solution be deployed in connection with a well control incident. The retainer fee for the HFRS became effective April 1, 2011 and is a component of our Production Facilities business segment. A total of 14 permits have been granted to CGA participants for deepwater drilling operations identifying the HFRS to fulfill the BOERME requirement to have a spill response solution included in the submitted permit applications. New Accounting Pronouncement In June 2011, the Financial Accounting Standards Board ("FASB") issued an update to existing guidance on the presentation of comprehensive income. This update will require the presentation of the components of net income and other comprehensive income either in a single continuous statement or in two separate but consecutive statements. In addition, companies are also required to present reclassification adjustments for items that are reclassified from other comprehensive income to net income on the face of the financial statements. The update is effective for fiscal years and interim periods beginning after December 15, 2011. We will adopt the new disclosure requirements for comprehensive income beginning January 1, 2012 and are currently evaluating the provisions of this update.

Details of Certain Accounts

6 Months Ended

Jun. 30, 2011

Details of Certain Accounts

Details of Certain Accounts

Note 3 – Details of Certain Accounts

Other current assets consisted of the following as of June 30, 2011 and December 31, 2010:

		June 30,		December 31,
		2011		2010
		(in thousands)
Other receivables	$	854	$	1,247
Prepaid insurance		12,141		12,375
Other prepaids		12,692		11,623
Spare parts inventory		21,850		25,333
Current deferred tax assets		37,533		49,200
Hedging assets		5,988		5,472
Gas imbalance		5,961		6,001
Income tax receivable		9,059		6,099
Investment held for sale ^(a)		0		2,835
Other		4,256		2,880
	$	110,334	$	123,065

a.In March 2011, we sold our remaining 500,000 shares of Cal Dive common stock. These sales transactions resulted in net proceeds of approximately $3.6 million and a pre-tax gain of $0.8 million. In the fourth quarter of 2010, we recognized a $2.2 million other than temporary loss on our investment in Cal Dive common shares (see Notes 2 and 3 of our 2010 Form 10-K for additional information regarding our former Investment in Cal Dive common stock).

Other assets, net, consisted of the following as of June 30, 2011 and December 31, 2010:

		June 30,		December 31,
		2011		2010
		(in thousands)
Restricted cash	$	34,476	$	35,339
Deferred drydock expenses, net		7,616		11,086
Deferred financing costs, net		30,127		25,697
Intangible assets with finite lives, net		602		636
Other		3,600		1,803
	$	76,421	$	74,561

Accrued liabilities consisted of the following as of June 30, 2011 and December 31, 2010:

		June 30,		December 31,
		2011		2010
		(in thousands)
Accrued payroll and related benefits	$	33,148	$	38,026
Royalties payable		17,115		15,008
Current asset retirement obligations		64,349		64,526
Unearned revenue		8,504		4,094
Billing in excess of cost		6,346		3,869
Accrued interest		27,347		27,308
Hedge liability		17,212		30,606
Other		16,205		14,800
	$	190,226	$	198,237

Oil and Gas Properties

6 Months Ended

Jun. 30, 2011

Oil and Gas Properties

Oil and Gas Properties

Note 4 – Oil and Gas Properties

We follow the successful efforts method of accounting for our interests in oil and gas properties. Under the successful efforts method, the costs of drilling and equipping successful wells and leases containing productive reserves are capitalized. Costs incurred to drill and equip development wells, including unsuccessful development wells, are capitalized. Costs incurred relating to unsuccessful exploratory wells are charged to expense in the period in which the drilling is determined to be unsuccessful.

Depletion expense is determined on a field-by-field basis using the units-of-production method, with depletion rates for leasehold acquisition costs based on estimated total remaining proved reserves. Depletion rates for well and related facility costs are based on estimated total remaining proved developed reserves associated with each individual field. The depletion rates are changed whenever there is an indication of the need for a revision but, at a minimum, are evaluated annually. Any such revisions are accounted for prospectively as a change in accounting estimate.

Impairments

During the three-month period ended June 30, 2011, we recorded impairment charges totaling $22.7 million, including $4.1 million for our only non-domestic oil and gas property (see "United Kingdom Property" below), and for six of our Gulf of Mexico oil and gas properties. These impairment charges primarily reflect a premature end of these fields' production life either through actual depletion or as a result of capital allocation decisions affecting our third party operated fields. We did not have any impairment of our oil and gas properties in the first quarter of 2011. Following the determination of a significant reduction in our estimates of proved reserves at June 30, 2010, we recorded oil and gas property impairment charges totaling $159.9 million which affected the carrying value of 15 of our Gulf of Mexico oil and gas properties.

In the first quarter of 2010, we recorded $7.0 million of impairment charges primarily resulting from natural gas price declines since year end 2009. The three properties subject to these impairment charges produce natural gas almost entirely. Separately, we also recorded a $4.1 million impairment charge for our U.K oil and gas property.

Exploration and Other

As of June 30, 2011, we capitalized approximately $3.6 million of costs associated with ongoing exploration and/or appraisal activities. Such capitalized costs may be charged against earnings in future periods if management determines that commercial quantities of hydrocarbons have not been discovered or that future appraisal drilling or development activities are not likely to occur.

The following table details the components of exploration expense for the three and six month periods ended June 30, 2011 and 2010 (in thousands):


		Three Months Ended					Six Months Ended
		June 30,					June 30,
		2011		2010			2011			2010
Delay rental and geological and geophysical costs...	$	1,299	$	1,182		$	1,654		$	1,528
Impairment of unproved properties ^(a)		6,640		0			6,640			0
Dry hole expense		0		(10	)		(9	)		(190	)
Total exploration expense	$	7,939	$	1,172		$	8,285		$	1,338

a. Reflects costs associated with a deepwater lease in which the term expired during the second quarter of 2011.

United Kingdom Property

Since 2006, we have maintained an ownership interest in the Camelot field, located offshore in the North Sea. In 2007, we sold half of our 100% working interest in Camelot to a third party with whom we agreed to jointly pursue future development and production of the field. In February 2010, we acquired this third party, including $10.2 million of cash, and thereby assumed the obligations, most notably the asset retirement obligation, related to its 50% working interest in the field. We recorded an approximate $6.0 million gain on the acquisition of the remaining working interest in Camelot (see Note 5 of 2010 Form 10-K).

Also in connection with this acquisition, we reassessed the fair value associated with our original 50% interest in the field. Based on these evaluations, we concluded that the Camelot field was impaired based on the unlikely probability of our expending the additional capital necessary to further develop the field. As a result, we recorded a $4.1 million impairment charge to fully impair the property in the first quarter of 2010. We are currently abandoning the field in accordance with applicable United Kingdom regulations. In connection with these activities, during the second quarter of 2011 we revised our estimated future field abandonment costs for the field, which resulted in our recording an incremental $4.1 million impairment charge to increase our asset retirement obligation to $12.1 million at June 30, 2011. We have incurred approximately $3.7 million of costs related to our reclamation activities at the Camelot field through June 30, 2011.

Asset retirement obligations

The following table describes the changes in our asset retirement obligations (both long term and current) since December 31, 2010 (in thousands):

Asset retirement obligation at December 31, 2010	$	234,936
Liability incurred during the period		672
Liability settled during the period		(25,273	)
Revision in estimated cash flows		12,842
Accretion expense (included in depreciation and amortization)		7,630
Asset retirement obligations at June 30, 2011	$	230,807

Insurance

In September 2008, we sustained damage to certain of our oil and gas production facilities from Hurricanes Gustav and Ike. We carried comprehensive insurance on all of our operated and non-operated producing and non-producing properties. We record our hurricane-related costs as incurred. Insurance reimbursements are recorded when the realization of the claim for recovery of a loss is deemed probable. We incurred $0.1 million of hurricane-related costs in the first half of 2011, which were totally offset by $4.7 million of insurance reimbursements. Our hurricane-related costs, net of reimbursements totaled $1.6 million and $3.6 million for the three-month and six-month periods ended June 30, 2010. Expense related to our hurricane catastrophic bond windstorm coverage was immaterial for all periods presented in this Quarterly Report on Form 10-Q. On June 30, 2011, we renewed our hurricane catastrophic bond for the period July 1, 2011 to June 30, 2012 and made a payment of $10.6 million. We will charge approximately $8.4 million of this payment to insurance expense in the third quarter of 2011 and $2.0 million in the fourth quarter of 2011 based upon the bond's contractual intrinsic value at the end of each of those quarterly periods.

Statement of Cash Flow Information

6 Months Ended

Jun. 30, 2011

Statement of Cash Flow Information

Statement of Cash Flow Information

Note 5 – Statement of Cash Flow Information

We define cash and cash equivalents as cash and all highly liquid financial instruments with original maturities of less than three months. We had restricted cash totaling $34.5 million at June 30, 2011 and $35.3 million at December 31, 2010, all of which was related to funds required to be escrowed to cover the future asset retirement obligations associated with our South Marsh Island Block 130 field. We have fully satisfied the escrow requirements under the escrow agreement. We have used a small portion of these escrowed funds to pay for the initial reclamation activities at the South Marsh Island Block 130 field. Reclamation activities at the field will occur over many years and will be funded with these escrowed amounts. These amounts are reflected in other assets, net in the accompanying condensed consolidated balance sheets.

The following table provides supplemental cash flow information for the six-month period ended June 30, 2011 and 2010 (in thousands):


		Six Months Ended
		June 30,
		2011		2010

Interest paid, net of capitalized interest (1)	$	40,220	$	27,847
Income taxes paid	$	7,236	$	6,642

Non-cash investing activities for the six-month periods ended June 30, 2011 and 2010 included $33.7 million and $32.0 million, respectively, of accruals for capital expenditures. The accruals have been reflected in the condensed consolidated balance sheet as an increase in property and equipment and accounts payable.

Equity Investments	6 Months Ended
Equity Investments	Jun. 30, 2011
Equity Investments
Equity Investments	Note 6 – Equity Investments As of June 30, 2011, we have three investments that we account for using the equity method of accounting: Deepwater Gateway, Independence Hub, and the Clough Helix Joint Venture Pty Ltd. ("Clough Helix JV"). Deepwater Gateway and Independence Hub are included in our Production Facilities segment while the Clough Helix joint venture is a component of our Contracting Services segment. ·Deepwater Gateway, L.L.C. In June 2002, we, along with Enterprise Products Partners L.P. ("Enterprise"), formed Deepwater Gateway, each with a 50% interest, to design, construct, install, own and operate a tension leg platform production hub primarily for Anadarko Petroleum Corporation's Marco Polo field in the Deepwater Gulf of Mexico. Our investment in Deepwater Gateway totaled $98.3 million and $99.8 million as of June 30, 2011 and December 31, 2010, respectively (including capitalized interest of $1.4 million and $1.5 million at June 30, 2011 and December 31, 2010, respectively). Distributions from Deepwater Gateway, net to our interest, totaled $1.8 million and $3.6 million for the respective three-month and six-month periods ended June 30, 2011. ·Independence Hub, LLC. In December 2004, we acquired a 20% interest in Independence Hub, an affiliate of Enterprise. Independence Hub owns the "Independence Hub" platform located in Mississippi Canyon Block 920 in a water depth of 8,000 feet. First production through the facility commenced in July 2007. Our investment in Independence Hub was $81.0 million and $82.4 million as of June 30, 2011 and December 31, 2010, respectively (including capitalized interest of $5.1 million and $5.2 million at June 30, 2011 and December 31, 2010, respectively). Distributions from Independence Hub, net to our interest, totaled $5.2 million and $9.6 million for the three-month and six-month periods ended June 30, 2011, respectively. ·Clough Helix JV. In February 2010, we announced the formation of the Clough Helix JV with Australian-based engineering and construction company, Clough Projects Australia Pty Ltd ("Clough"), to provide a range of subsea services to offshore operators in the Asia Pacific region. The Clough Helix JV combines our well intervention equipment with Clough's 12-man saturation diving system, which are deployed from the 118 meter long DP2 multiservice vessel, Normand Clough. In the first quarter of 2011, the Clough Helix JV commenced an approximate six- to nine-month day rate project located offshore China. Our 50% share of the earnings from the Clough Helix JV totaled $0.7 million and $1.1 million for the three- and six-month periods ended June 30, 2011, respectively as compared to losses of $4.3 million and $5.7 million in the three- and six-month periods ended June 30, 2010, respectively. The loss in the 2010 periods primarily represented the mobilization costs of transporting the Normand Clough from the Gulf of Mexico to Singapore and other start up costs. Our investment in the Clough Helix JV was $9.5 million at June 30, 2011 and $4.9 million at December 31, 2010.

- Definition

The entire disclosure for equity investment, or group of investments, for which combined disclosure is appropriate, including: (a) the name of each investee and percentage of ownership of common stock, (b) accounting policies for investments in common stock, (c) difference between the amount at which the investment is carried and the amount of underlying equity in net assets and the accounting treatment of the difference, (d) the total fair value of each identified investment for which a market value is available, (e) summarized information as to assets, liabilities, and results of operations of the investees (for investments in unconsolidated subsidiaries, common stock of joint ventures, or other investments using the equity method), and (f) material effects of possible conversions, exercises, or contingent issuances of the investee. Other disclosures include (a) the names of any investee in which the investor owns 20 percent or more of the voting stock and investment is not accounted for using the equity method, and the reasons why not, and (b) the names of any investee in which the investor owns less than 20 percent of the voting stock and the investment is accounted for using the equity method, and the reasons why it is.

+ References + Details

Long-Term Debt

6 Months Ended

Jun. 30, 2011

Long-Term Debt

Long-Term Debt

Note 7 – Long-Term Debt

Scheduled maturities of long-term debt outstanding as of June 30, 2011 were as follows (in thousands):

		Term Loan			Revolving Loans		Senior Unsecured Notes		Convertible Senior Notes ⁽¹⁾			MARAD Debt			Total

Less than one year	$	3,000		$	0	$	0	$	0		$	4,759		$	7,759
One to two years		3,000			0		0		0			4,997			7,997
Two to three years		3,000			0		0		0			5,247			8,247
Three to four years		3,000			0		0		0			5,508			8,508
Four to five years		287,250			0		550,000		0			5,783			843,033
Over five years		0			0		0		300,000			86,222			386,222
Total debt		299,250			0		550,000		300,000			112,516			1,261,766
Current maturities		(3,000	)		0		0		0			(4,759	)		(7,759	)
Long-term debt, less current maturities	$	296,250		$	0	$	550,000	$	300,000		$	107,757		$	1,254,007
Unamortized debt discount ⁽²⁾		0			0		0		(14,114	)		0			(14,114	)
Long-term debt	$	296,250		$	0	$	550,000	$	285,886		$	107,757		$	1,239,893

(1) Beginning in December 2012, the holders may require us to repurchase the notes or we may at our own option elect to repurchase the notes. The notes will mature in March 2025.

(2) The notes will increase to the $300 million face amount through accretion of non-cash interest charges through 2012.

At June 30, 2011, unsecured letters of credit issued totaled approximately $48.8 million (see "Credit Agreement" below). These letters of credit primarily guarantee various contract bidding, contractual performance, including asset retirement obligations, and insurance activities. The following table details our interest expense and capitalized interest for the three and six month periods ended June 30, 2011 and 2010:


		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2011			2010			2011			2010
		(in thousands)
Interest expense	$	26,029		$	24,597		$	50,796		$	48,946
Interest income		(499	)		(199	)		(975	)		(397	)
Capitalized interest		(252	)		(3,875	)		(307	)		(12,391	)
Interest expense, net	$	25,278		$	20,523		$	49,514		$	36,158

Included below is a summary of certain components of our indebtedness. For additional information regarding our debt see Note 9 of our 2010 Form 10-K.

Senior Unsecured Notes

In December 2007, we issued $550 million of 9.5% Senior Unsecured Notes due 2016 ("Senior Unsecured Notes"). Interest on the Senior Unsecured Notes is payable semiannually in arrears on each January 15 and July 15, commencing July 15, 2008. The Senior Unsecured Notes are fully and unconditionally guaranteed by substantially all of our existing restricted domestic subsidiaries, except for Cal Dive I-Title XI, Inc. In addition, any future restricted domestic subsidiaries that guarantee any of our indebtedness and/or our restricted subsidiaries' indebtedness are required to guarantee the Senior Unsecured Notes. Our foreign subsidiaries are not guarantors.

Credit Agreement

In July 2006, we entered into a credit agreement (the "Credit Agreement") containing both a term loan (the "Term Loan") and a revolving credit facility (the "Revolving Credit Facility"). The $835 million term loan was used to fund the cash portion of the acquisition of Remington Oil and Gas Corporation in July 2006. The original borrowing capacity under the Revolving Credit Facility was $300 million. In June 2011, we amended our Credit Agreement as further discussed below. For additional information regarding the previous terms of our Credit Agreement see Note 9 of our 2010 Form 10-K.

The fourth amendment to our Credit Agreement, among other things:

·increases the Revolving Credit Facility to $600.0 million (capacity was $435 million prior to the closing of the fourth amendment);

·extends the maturity date of the Term Loan from July 1, 2013 to a maturity date that is the earlier of (A) July 1, 2016, or (B), if our currently outstanding Senior Unsecured Notes due in 2016 are not fully re-financed or repaid by July 1, 2015, July 1, 2015;

·provided for the repayment of $109.4 million of the outstanding principal portion of the Term Loan together with accrued interest thereon and related costs;

·extends the maturity date of the Revolving Credit Facility from November 30, 2012 to a maturity date that is the earlier of (A) January 1, 2016, or (B), if our currently outstanding Senior Unsecured Notes due in 2016 are not fully re-financed or repaid by July 1, 2015, July 1, 2015;

·relaxes limitations on our right to dispose of certain Contracting Services assets comprising collateral to the Credit Agreement;

·increases the amount of restricted payments in the form of stock repurchases or redemptions that we are permitted to repurchase or redeem up to $50 million of our common stock;

·permits us to repurchase or redeem all or part of our Convertible Senior Notes or Senior Unsecured Notes assuming certain conditions are met pro forma for any such transaction, including maintaining minimum levels of liquidity (defined as cash on hand and availability under our Revolving Credit Facility) of (A) $400 million with respect to the Convertible Senior Notes, and (B) $500 million with respect to the Senior Unsecured Notes; and

·increases the maximum amount of all investments permitted in subsidiaries that are neither loan parties nor whose equity interests are pledged from $150 million to $200 million.

With the closing of the fourth amendment, the Term Loan currently bears interest either at the one-, two-, three- or six-month LIBOR or Base Rates at our election plus a margin of between 3.25% and 3.5% (LIBOR margin) or 2.25% to 2.5% (Base Rate margin) depending on current leverage ratios. Our average interest rate on the Term Loan for the six-month periods ended June 30, 2011 and 2010 was approximately 3.2% and 2.9%, respectively, including the effects of our interest rate swaps (Note 16).

The full amount of the Revolving Credit Facility may be used for issuances of letters of credit. At June 30, 2011, we had no amounts drawn on the Revolving Credit Facility and our availability under the Revolving Credit Facility totaled $551.2 million, net of $48.8 million of letters of credit issued.

With the closing of the fourth amendment, the borrowings outstanding under the Revolving Credit Facility will bear interest based on one-, two-, three- or six-month LIBOR rates or on Base Rates at our election plus an applicable margin. The LIBOR margin ranges from 2.5% to 3.5% and the Base Rate margin rates from 1.5% to 2.5%, depending on our consolidated leverage ratio. In connection with the closing of the fourth amendment to our Credit Agreement (as noted above), we borrowed $109.4 million under the Revolving Credit Facility and prepaid a portion of the Term Loan. We subsequently repaid all borrowings under our Revolving Credit Facility with our available cash on hand at June 30, 2011.

The Credit Agreement contains various covenants regarding, among other things, collateral, capital expenditures, investments, dispositions, indebtedness and financial performance that are customary for this type of financing and for companies in our industry.

As the rates for our Term Loan are subject to market influences and will vary over the term of the Credit Agreement, we may enter into various cash flow hedging interest rate swaps to stabilize cash flows relating to a portion of our interest payments for our Term Loan. In January 2010, we entered into $200 million, two-year interest rate swaps to stabilize cash flows relating to a portion of our interest payments on our Term Loan (Note 16).

Convertible Senior Notes

In March 2005, we issued $300 million of our Convertible Senior Notes at 100% of the principal amount to certain qualified institutional buyers. The Convertible Senior Notes are convertible into cash and, if applicable, shares of our common stock based on the specified conversion rate, subject to adjustment.

The Convertible Senior Notes can be converted prior to the stated maturity (March 2025) under certain triggering events specified in the indenture governing the Convertible Senior Notes. To the extent we do not have long-term financing secured to cover the conversion, the Convertible Senior Notes would be classified as a current liability in the accompanying condensed consolidated balance sheet. No conversion triggers were met during either the three or six-month periods ended June 30, 2011 or June 30, 2010. The first dates for early redemption of the Convertible Senior Notes are in December 2012, with the holders of the Convertible Senior Notes being able to put them to us on December 15, 2012 and our being able to call the Convertible Senior Notes at any time after December 20, 2012 (see Note 9 of our 2010 Form 10-K). Effective January 1, 2009 we adopted certain new required accounting standards that required us to discount the principal amount of our Convertible Senior Notes. Following adoption of these accounting standards, the effective interest rate for the Convertible Senior Notes is 6.6%.

Our average share price was below the $32.14 per share conversion price for all the periods presented in this Quarterly Report on Form 10-Q. As a result of our share price being lower than the $32.14 per share conversion price for these periods there are no shares included in our diluted earnings per share calculation associated with the assumed conversion of our Convertible Senior Notes. In the event our average share price exceeds the conversion price, there would be a premium, payable in shares of common stock, in addition to the principal amount, which is paid in cash, and such shares would be issued on conversion. The Convertible Senior Notes are convertible into a maximum 13,303,770 shares of our common stock.

MARAD Debt

This U.S. government guaranteed financing ("MARAD Debt") pursuant to Title XI of the Merchant Marine Act of 1936, which is administered by the Maritime Administration, was used to finance the construction of the Q4000. The MARAD Debt is payable in equal semi-annual installments beginning in August 2002 and matures in February 2027. The MARAD Debt is collateralized by the Q4000, with us guaranteeing 50% of the debt, and initially bore interest at a floating rate which approximated AAA Commercial Paper yields plus 20 basis points. As provided for in the MARAD Debt agreements, in September 2005, we fixed the interest rate on the debt through the issuance of a 4.93% fixed-rate note with the same February 2027 maturity date.

Other

In accordance with our Credit Agreement and our Senior Unsecured Notes, Convertible Senior Notes and MARAD Debt agreements, we are required to comply with certain covenants, including the maintenance of minimum net worth, working capital and debt-to-equity requirements, and restrictions that limit our ability to incur certain types of additional indebtedness. As of June 30, 2011, we were in compliance with these covenants and restrictions.

Deferred financing costs of $30.1 million and $25.7 million are included in other assets, net as of June 30, 2011 and December 31, 2010, respectively, and are being amortized over the life of the applicable loan agreements. We charged to expense $0.8 million of deferred financing costs associated with the repayment of $109.4 million of our Term Loan balance in June 2011 (see "Credit Agreement" above)

Income Taxes	6 Months Ended
Income Taxes	Jun. 30, 2011
Income Taxes
Income Taxes	Note 8 – Income Taxes The effective tax rates for the three-month and six-month periods ended June 30, 2011 were 27.7% and 27.2%, respectively. The effective tax rates for the three-month and six-month periods ended June 30, 2010 reflected benefits of 38.1% and 37.0%, respectively. The variance primarily reflects the increased benefit derived from the effect of lower tax rates in certain foreign jurisdictions. We believe our recorded assets and liabilities are reasonable. However, because tax laws and regulations are subject to interpretation and tax litigation is inherently uncertain, our assessments can involve a series of complex judgments about future events and rely heavily on estimates and assumptions.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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+ Details

Comprehensive Income (Loss)

6 Months Ended

Jun. 30, 2011

Comprehensive Income (Loss)

Comprehensive Income (Loss)

Note 9 – Comprehensive Income (Loss)

The components of total comprehensive income (loss) for the three and six-month periods ended June 30, 2011 and 2010 were as follows (in thousands):


		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2011			2010			2011		2010

Net income (loss), including noncontrolling interests	$	42,109		$	(85,073	)	$	68,744	$	(102,075	)
Other comprehensive income (loss), net of tax
Foreign currency translation gain (loss)		(1,416	)		(3,106	)		699		(13,808	)
Unrealized gain on hedges, net		20,970			2,063			10,403		16,103
Unrealized loss on investment available for sale		0			(481	)		0		(556	)
Total other comprehensive income (loss)	$	61,663		$	(86,597	)	$	79,846	$	(100,336	)

The components of accumulated other comprehensive loss were as follows (in thousands):


	June 30,			December 31,
	2011			2010

Cumulative foreign currency translation adjustment	$	(21,563	)	$	(22,262	)
Unrealized loss on hedges, net		(6,393	)		(16,796	)
Accumulated other comprehensive loss	$	(27,956	)	$	(39,058	)

- Definition

The entire disclosure for comprehensive income. Includes, but is not limited to, the following: 1) the amount of income tax expense or benefit allocated to each component of other comprehensive income, including reclassification adjustments, 2) the reclassification adjustments for each classification of other comprehensive income and 3) the ending accumulated balances for each component of comprehensive income. Components of comprehensive income include: (1) foreign currency translation adjustments; (2) gains (losses) on foreign currency transactions that are designated as, and are effective as, economic hedges of a net investment in a foreign entity; (3) gains (losses) on intercompany foreign currency transactions that are of a long-term-investment nature, when the entities to the transaction are consolidated, combined, or accounted for by the equity method in the reporting enterprise's financial statements; (4) change in the market value of a futures contract that qualifies as a hedge of an asset reported at fair value; (5) unrealized holding gains (losses) on available-for-sale securities and that resulting from transfers of debt securities from the held-to-maturity category to the available-for-sale category; (6) a net loss recognized as an additional pension liability not yet recognized as net periodic pension cost; and (7) the net gain (loss) and net prior service cost or credit for pension plans and other postretirement benefit plans.

+ References

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+ Details

Earnings Per Share

6 Months Ended

Jun. 30, 2011

Earnings Per Share

Earnings Per Share

Note 10 – Earnings Per Share

We have shares of restricted stock issued and outstanding, some of which remain subject to certain vesting requirements. Holders of such shares of unvested restricted stock are entitled to the same liquidation and dividend rights as the holders of our outstanding common stock and are thus considered participating securities. Under applicable accounting guidance, the undistributed earnings for each period are allocated based on the participation rights of both the common shareholders and holders of any participating securities as if earnings for the respective periods had been distributed. Because both the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis. Further, we are required to compute earnings per share ("EPS") amounts under the two class method in periods in which we have earnings from continuing operations. For periods in which we have a net loss we do not use the two class method as holders of our restricted shares are not contractually obligated to share in such losses.

The presentation of basic EPS amounts on the face of the accompanying condensed consolidated statements of operations is computed by dividing the net income available to common shareholders by the weighted average shares of outstanding common stock. The calculation of diluted EPS is similar to basic EPS, except that the denominator includes dilutive common stock equivalents and the income included in the numerator excludes the effects of the impact of dilutive common stock equivalents, if any. The computations of the numerator (Income) and denominator (shares) to derive the basic and diluted EPS amounts presented on the face of the accompanying condensed consolidated statements of operations are as follows (in thousands):


		Three Months Ended				Three Months Ended
		June 30, 2011				June 30, 2010
		Income		Shares		Income		Shares
Basic:
Net income (loss) applicable to common shareholders	$	41,313			$	(85,551	)
Less: Undistributed net income allocable to participating securities		(514	)			0
Net income (loss) applicable to common stock	$	40,799		104,673	$	(85,551	)	104,125


		Three Months Ended June 30, 2011			Three Months Ended June 30, 2010
		Three Months Ended June 30, 2011			Three Months Ended June 30, 2010
		Income	Shares		Income		Shares
Diluted:
Net income (loss) per common share – Basic	$	40,799	104,673	$	(85,551	)	104,125
Effect of dilutive securities:
Stock options		0	106		0		0
Undistributed earnings reallocated to participating securities		3	0		0		0
Convertible Senior Notes		0	0		0		0
Convertible preferred stock		10	361		0		0
Net income (loss) per common share – Diluted	$	40,812	105,140	$	(85,551	)	104,125


		Six Months Ended				Six Months Ended
		June 30, 2011				June 30, 2010
		Income		Shares		Income		Shares
Basic:
Net income (loss) applicable to common shareholders	$	67,170			$	(103,442	)
Less: Undistributed net income allocable to participating securities		(850	)			—
Net income (loss) applicable to common stock	$	66,320		104,573	$	(103,442	)	103,610


		Six Months Ended June 30, 2011			Six Months Ended June 30, 2010
		Six Months Ended June 30, 2011			Six Months Ended June 30, 2010
		Income	Shares		Income		Shares
Diluted:
Net income (loss) per common share – Basic	$	66,320	104,573	$	(103,442	)	103,610
Effect of dilutive securities:
Stock options		0	90		0		0
Undistributed earnings reallocated to participating securities		4	0		0		0
Convertible Senior Notes		0	0		0		0
Convertible preferred stock		20	361		0		0
Net income (loss) per common share – Diluted	$	66,344	105,024	$	(103,442	)	103,610

We had a net loss from continuing operations for both the three- and six-month periods ended June 30, 2010. Accordingly, we had no dilutive securities during these reporting periods as their inclusion would have had an anti-dilutive effect on our EPS calculation, meaning it would have increased our reported EPS amount. The following table provides the effect the excluded securities would have had on our diluted shares calculation for the three- and six-month periods ended June 30, 2010 assuming we had earnings from continuing operations (in thousands):

	Three Months	Six Months
Diluted shares (as reported)	104,125	103,610
Stock options	94	80
Convertible preferred stock	1,195	1,689
Total	105,414	105,379

Stock-Based Compensation Plans

6 Months Ended

Jun. 30, 2011

Stock-Based Compensation Plans

Stock-Based Compensation Plans

Note 11 – Stock-Based Compensation Plans

We have two stock-based compensation plans: the 1995 Long-Term Incentive Plan, as amended (the "1995 Incentive Plan") and the 2005 Long-Term Incentive Plan, as amended (the "2005 Incentive Plan"). As of June 30, 2011, there were 967,435 shares available for grant under our 2005 Incentive Plan.

There were no stock option grants in the three- and six-month periods ended June 30, 2011 and 2010. During the six-month period ended June 30, 2011, we made the following restricted share grants to executive officers, selected management employees and non-employee members of the board of directors under the 2005 incentive plan:

Date of Grant	Shares		Market Value Per Share	Vesting Period

January 4, 2011	475,804	$	12.14	20% per year over five years
January 4, 2011	4,427		12.14	100% on January 1, 2013
April 1, 2011	2,907		17.20	100% on January 1, 2013
May 11, 2011	21,608		16.14	20% per year over five years

Compensation cost is recognized over the applicable vesting periods on a straight-line basis.

For the three- and six-month periods ended June 30, 2011, $2.0 million and $4.9 million, respectively, was recognized as compensation expense related to restricted shares as compared with $2.1 million and $4.6 million during the three- and six-month periods ended June 30, 2010, respectively.

In January 2009, we adopted the 2009 Long-Term Incentive Cash Plan (the "2009 LTI Plan") to provide long term cash based compensation to eligible employees. Under the terms of the 2009 LTI Plan, the majority of the cash awards are fixed sum amounts payable over a five year vesting period. Some of the cash awards are indexed to our Company common stock and the payment amount at each vesting date will fluctuate based on the common stock's performance as a result, the compensation expense associated with those awards is re-measured to fair value each reporting period with corresponding changes being recorded as a charge to earnings as appropriate.

Total compensation expense under the 2009 LTI plan totaled $1.6 million and $4.6 million for the three- and six-month periods ended June 30, 2011, respectively. For the three- and six-month periods ended June 30, 2010, total compensation under the 2009 LTI plan totaled $0.9 million and $2.6 million, respectively. The liability balance under the 2009 LTI Plan was $6.6 million at June 30, 2011 and $7.9 million at December 31, 2010, including $5.7 million at June 30, 2011 and $6.2 million at December 31, 2010 associated with the variable portion of the 2009 LTI plan.

For more information regarding our stock-based compensation plans, including our 2009 LTI Plan see Note 12 of our 2010 Form 10-K.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 123R
-Paragraph 64, 65, A240
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Statement of Position (SOP)
-Number 93-6
-Paragraph 53
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-Name Staff Accounting Bulletin (SAB)
-Number Topic 14

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+ Details

Business Segment Information

6 Months Ended

Jun. 30, 2011

Business Segment Information

Business Segment Information

Note 12 – Business Segment Information

Our operations are conducted through the following lines of business: contracting services and oil and gas. We have disaggregated our contracting services operations into two reportable segments. As a result, our reportable segments consisted of the following: Contracting Services, Production Facilities and Oil and Gas. Contracting Services operations include subsea construction, deepwater pipelay, well operations and robotics. The Production Facilities segment includes our consolidated investment in the HP I and Kommandor LLC as well as the retainer fee related to the HFRS and our equity investments in Deepwater Gateway and Independence Hub that are accounted for under the equity method of accounting.

We evaluate our performance based on income before income taxes of each segment. Segment assets are comprised of all assets attributable to the reportable segment. All material intercompany transactions between the segments have been eliminated.


		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2011			2010			2011			2010
		(in thousands)
Revenues —
Contracting Services	$	171,353		$	202,317		$	302,890		$	356,517
Production Facilities		20,545			21,391			36,115			22,711
Oil and Gas		172,458			102,586			341,317			193,301
Intercompany elimination		(26,037	)		(27,032	)		(50,396	)		(71,697	)
Total	$	338,319		$	299,262		$	629,926		$	500,832

Income (loss) from operations —
Contracting Services	$	30,565		$	43,781		$	33,831		$	71,267
Production Facilities ⁽¹⁾		11,920			12,977			17,876			12,940
Oil and Gas		43,064			(154,943	)		96,304			(155,607	)
Corporate ⁽²⁾		(9,112	)		(12,597	)		(19,553	)		(35,475	)
Intercompany elimination		(19	)		(6,114	)		71			(18,419	)
Total	$	76,418		$	(116,896	)	$	128,529		$	(125,294	)

Equity in earnings of equity investments (Note 6)	$	5,887		$	1,656		$	11,537		$	6,711

(1)In April 2009, Kommandor LLC commenced leasing the HP I to us under terms of a charter arrangement following the completion of the initial conversion of the vessel (Note 8 of our 2010 Form 10-K). The HP I was certified as a floating oil and gas production unit in June 2010 following the completion of installation of oil and gas processing facilities on the vessel.

(2)The six-month period ended June 30, 2010, included $13.8 million of $17.5 million settlement of a third party claim against us in March 2010 (Note 14).

Intercompany segment revenues during the three- and six-month periods ended June 30, 2011 and 2010 were as follows:


		Three Months Ended				Six Months Ended
		June 30,				June 30,
		2011		2010		2011		2010
		(in thousands)
Contracting Services	$	14,295	$	24,426	$	27,164	$	68,167
Production Facilities		11,742		2,606		23,232		3,530
Total	$	26,037	$	27,032	$	50,396	$	71,697

Intercompany segment gross profit (losses) during the three- and six-month periods ended June 30, 2011 and 2010 were as follows:


		Three Months Ended					Six Months Ended
		June 30,					June 30,
		2011			2010		2011			2010
		(in thousands)
Contracting Services	$	63		$	3,701	$	39		$	15,143
Production Facilities		(44	)		2,413		(110	)		3,293
Total	$	19		$	6,114	$	(71	)	$	18,436

Our identifiable assets as of June 30, 2011 and December 31, 2010 were as follows:


	June 30, 2011		December 31, 2010
		(in thousands)
Identifiable Assets —
Contracting Services	$	1,869,593	$	1,856,016
Production Facilities		518,220		512,990
Oil and Gas		1,172,824		1,223,014
Total	$	3,560,637	$	3,592,020

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
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+ Details

Related Party Transactions	6 Months Ended
Related Party Transactions	Jun. 30, 2011
Related Party Transactions
Related Party Transactions	Note 13 – Related Party Transactions In April 2000, we acquired a 20% working interest in Gunnison, a deepwater Gulf of Mexico prospect, from a third party. Financing for the exploratory costs of approximately $20 million was provided by an investment partnership (OKCD Investments, Ltd. or "OKCD"), the investors of which include current and former Helix senior management, in exchange for a revenue interest that is an overriding royalty interest of 25% of Helix's 20% working interest. Production began in December 2003. Our payments to OKCD totaled $2.7 million and $5.1 million for the three-month and six-month periods ended June 30, 2011, respectively, and $3.0 million and $6.1 million in the three-month and six-month periods ended June 30, 2010, respectively. Our Chief Executive Officer, Owen Kratz, through Class A limited partnership interests in OKCD, personally owns approximately 80.7% of the partnership. In 2000, OKCD also awarded Class B income participations to key Helix employees, who are required to maintain their employment status with Helix in order to retain such income participations.

- Definition

The entire disclosure for related party transactions, including the nature of the relationship(s), a description of the transactions, the amount of the transactions, the effects of any change in the method of establishing the terms of the transaction from the previous period, stated interest rate, expiration date, terms and manner of settlement per the agreement with the related party, and amounts due to or from related parties. If the entity and one or more other entities are under common ownership or management control and this control affects the operating results or financial position, disclosure includes the nature of the control relationship even if there are no transactions between the entities. Disclosure may also include the aggregate amount of current and deferred tax expense for each statement of earnings presented where the entity is a member of a group that files a consolidated tax return, the amount of any tax related balances due to or from affiliates as of the date of each statement of financial position presented, the principal provisions of the method by which the consolidated amount of current and deferred tax expense is allocated to the members of the group and the nature and effect of any changes in that method. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 4
-Section 08
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Name Regulation S-X (SX)
-Number 210
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-Name Statement of Financial Accounting Standard (FAS)
-Number 57
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+ Details

Commitments and Contingencies

6 Months Ended

Jun. 30, 2011

Commitments and Contingencies

Commitments and Contingencies

Note 14 – Commitments and Contingencies

Litigation and Claims

In March 2009, we were notified of a third party's intention to terminate an international construction contract with one of our subsidiaries based on a claimed breach of that contract. Under the terms of the contract, our potential liability was generally capped for actual damages at approximately 32 million Australian dollars ("AUD"). We asserted a counterclaim that in the aggregate approximated $12 million U.S. dollars. On March 30, 2010, an out of court settlement of these claims was reached. In April 2010, pursuant to the terms of the settlement, we paid the third party 15 million AUD to settle all its damage claims against us. We also agreed not to seek any further payment of our counter claims against them. In the first quarter of 2010, our results included approximately $17.5 million in expenses associated with this settlement agreement, including $13.8 million for the litigation settlement payment and $3.7 million to write off our remaining trade receivable from the third party. These amounts were recorded as selling, general and administrative expenses in the accompanying condensed consolidated statements of operations.

Loss Contract

As discussed in Note 16 of the 2010 Form 10-K, in 2010 our Australian subsidiary contracted for a project to plug, abandon and salvage subsea wells in an oil and gas field located offshore China. As previously reported as of the year ended December 31, 2010, we had recorded an aggregate pre-tax loss of approximately $30 million related to this project which reflected the difficulty we had in plugging the wells because of certain structural issues, start-up issues with our recently repaired subsea intervention device and significant weather related delays. In the first quarter of 2011, this project ended and we recorded an additional pre-tax loss of approximately $0.2 million. Our remaining trade receivable related to this project is $6.7 million. We believe this amount is collectable, however, if we are unable to collect any of this amount any variance would increase the recorded loss for the project.

Contingencies and Claims

We were subcontracted to perform development work for a large gas field offshore India. Work commenced in the fourth quarter of 2007 and we completed our scope of work in the third quarter of 2009. To date we have collected approximately $303 million related to this project with an amount of trade receivables and claims yet to be collected. We have requested arbitration in India pursuant to the terms of the subcontract to pursue our claims and the prime contractor has also requested arbitration and has asserted certain counterclaims against us. If we are not successful in resolving these matters through ongoing discussions with the prime contractor, then arbitration in India remains a potential remedy. Based on number of factors associated with the ongoing negotiations with the prime contractor, in 2010 we established an allowance against our trade receivable balance that reduces its balance to an amount we believe is ultimately realizable (see Notes 16 and 18 of our 2010 Form 10-K). However, at the time of this filing no final commercial resolution of this matter has been reached.

We have received value added tax (VAT) assessments from the State of Andhra Pradesh, India (the "State") in the amount of approximately $28 million related to our subsea and diving contract entered into in December 2006 in India for the tax years 2007, 2008, 2009, and 2010. The State claims we owe unpaid taxes related to products consumed by us during the period of the contract. We are of the opinion that the State has arbitrarily assessed this VAT tax and has no foundation for the assessment, and believe that we have complied with all rules and regulations as it relates to VAT in the State. We also believe that our position is supported by law and intend to vigorously defend our position. However, the ultimate outcome of this assessment and our potential liability from it, if any, cannot be determined at this time. If the current assessment is upheld, it may have a material negative effect on our consolidated results of operations while also impacting our financial position.

We are involved in various legal proceedings, primarily involving claims for personal injury under the General Maritime Laws of the United States and the Jones Act based on alleged negligence. In addition, from time to time we incur other claims, such as contract disputes, in the normal course of business.

- Definition

The entire disclosure for commitments and contingencies.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name FASB Interpretation (FIN)
-Number 14
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+ Details

Fair Value Measurements

6 Months Ended

Jun. 30, 2011

Fair Value Measurements

Fair Value Measurements

Note 15 – Fair Value Measurements

Fair Value Measurements

Certain of our financial assets and liabilities are measured and reported at fair value on a recurring basis as required under applicable accounting requirements. These requirements establish a hierarchy for inputs used in measuring fair value. The fair value is to be calculated based on assumptions that market participants would use in pricing assets and liabilities and not on assumptions specific to the entity. The statement requires that each asset and liability carried at fair value be classified into one of the following categories:

•		Level 1. Observable inputs such as quoted prices in active markets;
•		Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
•		Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Assets and liabilities measured at fair value are based on one or more of three valuation techniques as follows:

(a)Market Approach. Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities.

(b)Cost Approach. Amount that would be required to replace the service capacity of an asset (replacement cost).

(c)Income Approach. Techniques to convert expected future cash flows to a single present amount based on market expectations (including present value techniques, option-pricing and excess earnings models).

The following table provides additional information related to assets and liabilities measured at fair value on a recurring basis at June 30, 2011 (in thousands):

		Level 1		Level 2 ⁽¹⁾		Level 3		Total	Valuation Technique

Assets:
Oil and gas swaps and collars	$	0	$	7,531	$	0	$	7,531	(c)
Foreign currency forwards		0		305		0		305	(c)

Liabilities:
Oil and gas swaps and collars		0		16,680		0		16,680	(c)
Fair value of long term debt⁽²⁾		1,182,173		122,417		0		1,304,590	(a), (b)
Interest rate swaps		0		1,157		0		1,157	(c)
Total net liability	$	1,182,173	$	132,418	$	0	$	1,314,591

(1)Unless otherwise indicated, the fair value of our Level 2 derivative instruments reflects our best estimate and is based upon exchange or over-the-counter quotations whenever they are available. Quoted valuations may not be available due to location differences or terms that extend beyond the period for which quotations are available. Where quotes are not available, we utilize other valuation techniques or models to estimate market values. These modeling techniques require us to make estimations of future prices, price correlation and market volatility and liquidity. Our actual results may differ from our estimates, and these differences can be positive or negative.

(2)We have elected not to record our debt at fair value in the accompanying condensed consolidated balance sheets. See Note 7 for additional information regarding our long term debt. The fair value of our long term debt at June 30, 2011 is as follows:

		Fair Value		Carrying Value
Term Loan (matures July 2015)	$	299,998	$	299,250
Revolving Credit Facility (matures July 2015)		0		0
Convertible Senior Notes (matures March 2025)		299,175		300,000	^(a)
Senior Unsecured Notes (matures January 2016)		583,000		550,000
MARAD Debt (matures February 2027)^(b)		122,417		112,516
Total	$	1,304,590	$	1,261,766

(a)Amount excludes the $14.1 million of unamortized discount recorded on the Convertible Senior Notes at June 30, 2011.

(b) The estimated fair value of all debt, other than MARAD Debt, was determined using level 1 inputs using the market approach. The fair value of the MARAD debt was determined using a third party evaluation of the remaining average life and outstanding principal balance of the MARAD indebtedness as compared to other governmental obligations in the market place with similar terms. The fair value of the MARAD debt was estimated using level 2 fair value inputs using the cost approach.

We review long lived assets for impairment whenever events occur or changes in circumstances indicate that the carrying amount of assets may not be recoverable. In such evaluation, the estimated future undiscounted cash flows to be generated by the asset are compared with the carrying value of the asset to determine if an impairment may be required. For our oil and gas properties, the estimated future undiscounted cash flows are based on estimated crude oil and natural gas proved and probable reserves and published future market commodity prices, estimated operating costs and estimates of future capital expenditures. If the estimated undiscounted cash flows for a particular asset are not sufficient to cover the carrying value of the asset the asset is impaired and its carrying value is reduced to the current fair value. The fair value of these assets is determined using an income approach by calculating present value of future cash flows attributable to the asset based on market information (such as forward commodity prices), estimates of future costs and estimated proved and probable reserve quantities. These fair value measurements fall within Level 3 of the fair value hierarchy.

In the second quarter of 2011, we recorded impairment charge on seven of our oil and gas properties. These impairment charges reduced these oil and gas properties to their estimated fair value, which, for six of the properties, including our only U.K. oil and gas property, was zero and for the remaining property its estimated fair value was $2.9 million at June 30, 2011. At June 30, 2010 we impaired 15 of our Gulf of Mexico properties as a result of reductions in estimates of proved reserves. The total amounts of these impairment charges were $159.9 million, which reduced the carrying value of these properties to their aggregate fair value of $62.5 million. In the first quarter of 2010, we impaired three of our natural gas producing properties following a significant drop in natural gas prices during the period. The total amounts of the impairment charges were $7.0 million, which reduced these properties to their aggregate fair value of $28.2 million. See Note 4 for additional information regarding our oil and gas property impairment charges.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 44A, 44B
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15C, 15D
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 107
-Paragraph 15A
-Subparagraph a-d
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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-Paragraph 3, 10, 14, 15
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Derivative Instruments and Hedging Activities

6 Months Ended

Jun. 30, 2011

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities

Note 16 – Derivative Instruments and Hedging Activities

We are currently exposed to market risk in three major areas: commodity prices, interest rates and foreign currency exchange rates. Our risk management activities involve the use of derivative financial instruments to hedge the impact of market risk exposures primarily related to our oil and gas production, variable interest rate exposure and foreign exchange currency fluctuations. All derivatives are reflected in the accompanying condensed consolidated balance sheets at fair value unless otherwise noted.

We engage solely in cash flow hedges. Hedges of cash flow exposure are entered into to hedge a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability. Changes in the derivative fair values that are designated as cash flow hedges are deferred to the extent that they are effective and are recorded as a component of accumulated other comprehensive income (loss), a component of shareholders' equity, until the hedged transactions occur and are recognized in earnings. The ineffective portion of a cash flow hedge's change in fair value is recognized immediately in earnings. In addition, any change in the fair value of a derivative that does not qualify for hedge accounting is recorded in earnings in the period in which the change occurs.

For additional information regarding our accounting for derivatives see Notes 2 and 20 of our 2010 Form 10-K.

Commodity Price Risks

We currently manage commodity price risk through various financial costless collars and swap instruments covering a portion of our anticipated oil and natural gas production for 2011 and 2012. All of our current commodity derivative contracts qualify for hedge accounting. In June 2010 some of our oil contracts for 480 MBbl covering portions of our anticipated production during the third quarter of 2010 ceased to qualify for hedge accounting as a result of our decision to contract the HP I to BP to assist in the oil spill containment response rather than commencing production from our Phoenix field.

As of June 30, 2011, we have the following volumes under derivative contracts related to our oil and gas producing activities totaling approximately 3.5 MMBbl of oil and 9.4 Bcf of natural gas:

Production Period	Instrument Type	Average Monthly Volumes	Weighted Average Price
Crude Oil:			(per barrel)
July 2011 — December 2011	Swap	175.8 MBbl	$82.49
July 2011 — December 2011	Collar	53.3 MBbl	$ 95.00 — $124.70
October 2011 — December 2011	Collar	12.5 MBbl	$100.00 — $122.80^a
January 2012 — December 2012	Collar	75.0 MBbl	$ 96.67 — $118.57
January 2012 — December 2012	Collar	91.7 MBbl	$100.00 — $120.25^a

Natural Gas:			(per Mcf)
July 2011 — December 2011	Swap	725.8 Mmcf	$4.97
January 2012 — December 2012	Swap	250.0 Mmcf	$4.77
January 2012 — December 2012	Collar	166.7 Mmcf	$4.75 — $5.09

a.The prices quoted in the table above are primarily NYMEX Henry Hub for natural gas or NYMEX West Texas Intermediate for crude oil. As footnoted above these costless collar contracts are priced as Brent crude oil.

Changes in quoted oil and gas strip market prices would, assuming all other things being equal, cause the fair value of these instruments to increase or decrease inversely to the change in the quoted market prices.

Variable Interest Rate Risks

As some of our long-term debt is subject to market influences and has variable interest rates, in January 2010 we entered into various interest rate swaps to stabilize cash flows relating to interest payments for $200 million of our Term Loan debt under our Credit Agreement (Note 7). These monthly contracts will mature in January 2012. Changes in the interest rate swap fair value are deferred to the extent the swap is effective and are recorded as a component of accumulated other comprehensive income (loss) until the anticipated interest payments occur and are recognized in interest expense. The ineffective portion of the interest rate swap, if any, will be recognized immediately in earnings within the line titled net interest expense.

Foreign Currency Exchange Risks

Because we operate in various regions in the world, we conduct a portion of our business in currencies other than the U.S. dollar. We entered into various foreign currency forwards to stabilize expected cash outflows relating to certain vessel charters denominated in British pounds. The last of our existing monthly foreign currency swap contracts will settle in June 2012.

Quantitative Disclosures Related to Derivative Instruments

The following tables present the fair value and balance sheet classification of our derivative instruments as of June 30, 2011 and December 31, 2010. The fair value amounts below are presented on a gross basis and do not reflect the netting of asset and liability positions permitted under the terms of our master netting arrangements.

Derivatives designated as hedging instruments are as follows:


	As of June 30, 2011			As of December 31, 2010
	Balance Sheet Location		Fair Value	Balance Sheet Location		Fair Value
	(in thousands)
Asset Derivatives:
Oil contracts	Other current assets	$	3,381	Other current assets	$	0
Natural gas contracts	Other current assets		2,302	Other current assets		5,324
Natural gas contracts	Other assets, net		32	Other assets, net		0
Oil contracts	Other assets, net		1,816	Other assets, net		0
Interest rate swaps	Other assets, net		0	Other assets, net		0
		$	7,531		$	5,324


	As of June 30, 2011			As of December 31, 2010
	Balance Sheet Location		Fair Value	Balance Sheet Location		Fair Value
	(in thousands)
Liability Derivatives:
Oil contracts	Accrued liabilities	$	16,055	Accrued liabilities	$	28,855
Interest rate swaps	Accrued liabilities		1,157	Accrued liabilities		1,751
Oil contracts	Other long-term liabilities		399	Other long-term liabilities		0
Natural gas contracts	Other long-term liabilities		226	Other long-term liabilities		913
Interest rate swaps	Other long-term liabilities		0	Other long-term liabilities		115
		$	17,837		$	31,634

Derivatives that were not designated as hedging instruments (in thousands):


	As of June 30, 2011			As of December 31, 2010
	Balance Sheet Location		Fair Value	Balance Sheet Location		Fair Value
	(in thousands)
Asset Derivatives:
Foreign exchange forwards	Other current assets	$	305	Other current assets	$	148
Foreign exchange forwards	Other assets, net		0	Other assets, net		42
		$	305		$	190

Liability Derivatives:
		$	0		$	0

The following tables present the impact that derivative instruments designated as cash flow hedges had on our accumulated comprehensive loss and our condensed consolidated statements of operations for the three and six month periods ended June 30, 2011 and 2010.


		Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)
		Three Months Ended June 30,					Six Months Ended June 30,
		2011⁽¹⁾		2010⁽¹⁾			2011⁽¹⁾		2010⁽¹⁾
		(in thousands)
Oil and natural gas commodity contracts	$	20,720	$	2,575		$	9,942	$	17,205
Interest rate swaps		250		(512	)		461		(1,102	)
	$	20,970	$	2,063		$	10,403	$	16,103

(1) All unrealized gains (losses) related to our derivatives are expected to be reclassified into earnings by no later than December 31, 2012. The last of our interest swaps will mature in January 2012 and we have foreign exchange forwards and oil and natural gas commodity contracts that have maturities through June and December 2012, respectively.


	Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
			Three Months Ended June 30,						Six Months Ended June 30,
			2011			2010			2011			2010

Oil and natural gas commodity contracts	Oil and gas revenue	$	(11,860	)	$	9,663		$	(18,185	)	$	10,464
Interest rate swaps	Net interest expense		(591	)		(469	)		(1,071	)		(887	)
		$	(12,451	)	$	9,194		$	(19,256	)	$	9,577

The following table presents the impact of derivative instruments that no longer qualify for hedge accounting or were not designated as hedges on our condensed consolidated income statement for the three and six month periods ended June 30, 2011 and 2010:


	Location of Gain (Loss) Recognized in Income on Derivatives		Gain (Loss) Recognized in Income on Derivatives
			Three Months Ended June 30,					Six Months Ended June 30,
			2011		2010			2011		2010
			(in thousands)
Natural gas contracts	Gain on oil and gas derivative contracts	$	0	$	2,482		$	0	$	2,482
Foreign exchange forwards	Other income (expense)		6		(398	)		614		(3,305	)
		$	6	$	2,084		$	614	$	(823	)

- Definition

The entire disclosure for the entity's entire derivative instruments and hedging activities. Describes an entity's risk management strategies, derivatives in hedging activities and non-hedging derivative instruments, the assets, obligations, liabilities, revenues and expenses arising therefrom, and the amounts of and methodologies and assumptions used in determining the amounts of such items.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 45
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

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+ Details

Condensed Consolidated Guarantor and Non-Guarantor Financial Information

6 Months Ended

Jun. 30, 2011

Condensed Consolidated Guarantor and Non-Guarantor Financial Information

Condensed Consolidated Guarantor and Non-Guarantor Financial Information

Note 17 – Condensed Consolidated Guarantor and Non-Guarantor Financial Information

The payment of our obligations under the Senior Unsecured Notes is guaranteed by all of our restricted domestic subsidiaries ("Subsidiary Guarantors") except for Cal Dive I-Title XI, Inc. Each of these Subsidiary Guarantors is included in our consolidated financial statements and has fully and unconditionally guaranteed the Senior Unsecured Notes on a joint and several basis. As a result of these guaranty arrangements, we are required to present the following condensed consolidating financial information. The accompanying guarantor financial information is presented on the equity method of accounting for all periods presented. Under this method, investments in subsidiaries are recorded at cost and adjusted for our share in the subsidiaries' cumulative results of operations, capital contributions and distributions and other changes in equity. Elimination entries related primarily to the elimination of investments in subsidiaries and associated intercompany balances and transactions.

HELIX ENERGY SOLUTIONS GROUP, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

(in thousands)

(Unaudited)


	As of June 30, 2011
		Helix		Guarantors		Non-Guarantors			Consolidating Entries			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	387,772	$	2,413	$	24,004		$	0		$	414,189
Accounts receivable, net		54,325		106,506		51,575			0			212,406
Unbilled revenue		2,219		0		18,084			0			20,303
Income taxes receivable		63,514		0		13,075			(67,530	)		9,059
Other current assets		47,610		42,191		12,712			(1,238	)		101,275
Total current assets		555,440		151,110		119,450			(68,768	)		757,232
Intercompany		1,294		294,433		(212,007	)		(83,720	)		0
Property and equipment, net		221,300		1,554,186		704,756			(4,932	)		2,475,310
Other assets:
Equity investments in unconsolidated affiliates		0		0		188,772			0			188,772
Equity investments in affiliates		1,947,501		28,432		0			(1,975,933	)		0
Goodwill, net		0		45,107		17,795			0			62,902
Other assets, net		48,499		38,119		19,639			(29,836	)		76,421
Due from subsidiaries/parent		90,965		275,900		0			(366,865	)		0
	$	2,864,999	$	2,387,287	$	838,405		$	(2,530,054	)	$	3,560,637

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	41,121	$	82,403	$	24,618		$	0		$	148,142
Accrued liabilities		58,787		96,184		35,255			0			190,226
Income taxes payable		0		84,684		0			(84,684	)		0
Current maturities of long-term debt		3,000		0		4,759			0			7,759
Total current liabilities		102,908		263,271		64,632			(84,684	)		346,127
Long-term debt		1,132,136		0		107,757			0			1,239,893
Deferred income taxes		213,232		126,992		97,650			(6,053	)		431,821
Asset retirement obligations		0		166,458		0			0			166,458
Other long-term liabilities		1,335		3,480		617			0			5,432
Due to parent		0		0		116,451			(116,451	)		0
Total liabilities		1,449,611		560,201		387,107			(207,188	)		2,189,731
Convertible preferred stock		1,000		0		0			0			1,000
Total equity		1,414,388		1,827,086		451,298			(2,322,866	)		1,369,906
	$	2,864,999	$	2,387,287	$	838,405		$	(2,530,054	)	$	3,560,637

HELIX ENERGY SOLUTIONS GROUP, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

(in thousands)


	As of December 31, 2010
		Helix		Guarantors		Non-Guarantors			Consolidating Entries			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	376,434	$	3,294	$	11,357		$	0		$	391,085
Accounts receivable, net		61,846		91,659		23,788			0			177,293
Unbilled revenue		11,990		0		37,421			0			49,411
Income taxes receivable		19,334		0		7,195			(20,430	)		6,099
Other current assets		63,306		49,557		12,889			(8,786	)		116,966
Total current assets		532,910		144,510		92,650			(29,216	)		740,854
Intercompany		1,906		263,920		(171,513	)		(94,313	)		0
Property and equipment, net		217,153		1,605,906		709,082			(5,061	)		2,527,080
Other assets:
Equity investments in unconsolidated affiliates		0		0		187,031			0			187,031
Equity investments in affiliates		1,998,289		29,899		0			(2,028,188	)		0
Goodwill, net		0		45,107		17,387			0			62,494
Other assets, net		43,971		38,324		21,900			(29,634	)		74,561
Due from subsidiaries/parent		95,398		105,434		0			(200,832	)		0
	$	2,889,627	$	2,233,100	$	856,537		$	(2,387,244	)	$	3,592,020

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	60,308	$	56,107	$	42,966		$	0		$	159,381
Accrued liabilities		58,074		107,874		32,289			0			198,237
Income taxes payable		0		36,678		0			(36,678	)		0
Current maturities of long-term debt		4,326		0		14,301			(8,448	)		10,179
Total current liabilities		122,708		200,659		89,556			(45,126	)		367,797
Long-term debt		1,237,587		0		110,166			0			1,347,753
Deferred income taxes		185,453		135,101		98,968			(5,883	)		413,639
Asset retirement obligations		0		170,410		0			0			170,410
Other long-term liabilities		1,421		3,691		665			0			5,777
Due to parent		0		0		120,884			(120,884	)		0
Total liabilities		1,547,169		509,861		420,239			(171,893	)		2,305,376
Convertible preferred stock		1,000		0		0			0			1,000
Total equity		1,341,458		1,723,239		436,298			(2,215,351	)		1,285,644
	$	2,889,627	$	2,233,100	$	856,537		$	(2,387,244	)	$	3,592,020

HELIX ENERGY SOLUTIONS GROUP, INC.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(in thousands)

(Unaudited)


	Three Months Ended June 30, 2011
		Helix			Guarantors			Non-Guarantors			Consolidating Entries			Consolidated

Net revenues	$	20,545		$	247,855		$	92,926		$	(23,007	)	$	338,319
Cost of sales		15,123			173,897			71,730			(22,629	)		238,121
Gross profit (loss)		5,422			73,958			21,196			(378	)		100,198
Gain on oil & gas derivative contracts		0			0			0			0			0
Gain (loss) on sale or acquisition of assets		(22	)		0			0			0			(22	)
Selling, general and administrative expenses...		(9,574	)		(9,915	)		(4,658	)		389			(23,758	)
Income (loss) from operations		(4,174	)		64,043			16,538			11			76,418
Equity in earnings of investments		58,929			4,194			5,887			(63,123	)		5,887
Net interest expense and other		(18,243	)		(5,890	)		108			0			(24,025	)
Income (loss) before income taxes		36,512			62,347			22,533			(63,112	)		58,280
Provision (benefit) for income taxes		(4,790	)		20,319			637			5			16,171
Net income (loss), including noncontrolling interests		41,302			42,028			21,896			(63,117	)		42,109
Less net income applicable to noncontrolling interests		0			0			0			(786	)		(786	)
Preferred stock dividends		(10	)		0			0			0			(10	)
Net income (loss) applicable to Helix common shareholders	$	41,292		$	42,028		$	21,896		$	(63,903	)	$	41,313


	Three Months Ended June 30, 2010
		Helix			Guarantors			Non-Guarantors			Consolidating Entries			Consolidated

Net revenues	$	33,670		$	186,247		$	100,086		$	(20,741	)	$	299,262
Cost of sales		18,158			317,157			72,345			(13,580	)		394,080
Gross profit (loss)		15,512			(130,910	)		27,741			(7,161	)		(94,818	)
Gain on oil & gas derivative contracts		0			2,482			0			0			2,482
Gain (loss) on sale or acquisition of assets		0			0			(14	)		0			(14	)
Selling, general and administrative expenses...		(13,583	)		(7,834	)		(3,531	)		402			(24,546	)
Income (loss) from operations		1,929			(136,262	)		24,196			(6,759	)		(116,896	)
Equity in earnings of investments		(69,604	)		3,612			1,656			65,992			1,656
Net interest expense and other		(15,319	)		(5,002	)		(1,878	)		0			(22,199	)
Income (loss) before income taxes		(82,994	)		(137,652	)		23,974			59,233			(137,439	)
Provision (benefit) for income taxes		(1,872	)		(49,351	)		1,221			(2,364	)		(52,366	)
Net income (loss), including noncontrolling interests		(81,122	)		(88,301	)		22,753			61,597			(85,073	)
Less net income applicable to noncontrolling interests		0			0			0			(444	)		(444	)
Preferred stock dividends		(34	)		0			0			0			(34	)
Net income (loss) applicable to Helix common shareholders	$	(81,156	)	$	(88,301	)	$	22,753		$	61,153		$	(85,551	)

HELIX ENERGY SOLUTIONS GROUP, INC.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(in thousands)

(Unaudited)


	Six Months Ended June 30, 2011
		Helix			Guarantors			Non-Guarantors			Consolidating Entries			Consolidated

Net revenues	$	36,127		$	489,897		$	150,802		$	(46,900	)	$	629,926
Cost of sales		31,716			339,128			128,008			(46,200	)		452,652
Gross profit (loss)		4,411			150,769			22,794			(700	)		177,274
Gain on oil & gas derivative contracts		0			0			0			0			0
Gain (loss) on sale or acquisition of assets		(6	)		0			0			0			(6	)
Selling, general and administrative expenses...		(20,760	)		(19,951	)		(8,812	)		784			(48,739	)
Income (loss) from operations		(16,355	)		130,818			13,982			84			128,529
Equity in earnings of investments		107,036			(1,468	)		11,537			(105,568	)		11,537
Net interest expense and other		(35,527	)		(10,599	)		525			0			(45,601	)
Income (loss) before income taxes		55,154			118,751			26,044			(105,484	)		94,465
Provision (benefit) for income taxes		(11,963	)		42,060			(4,404	)		28			25,721
Net income (loss), including noncontrolling interests		67,117			76,691			30,448			(105,512	)		68,744
Less net income applicable to noncontrolling interests		0			0			0			(1,554	)		(1,554	)
Preferred stock dividends		(20	)		0			0			0			(20	)
Net income (loss) applicable to Helix common shareholders	$	67,097		$	76,691		$	30,448		$	(107,066	)	$	67,170


	Six Months Ended June 30, 2010
		Helix			Guarantors			Non-Guarantors			Consolidating Entries			Consolidated

Net revenues	$	54,692		$	355,970		$	145,058		$	(54,888	)	$	500,832
Cost of sales		31,492			457,199			122,302			(41,199	)		569,794
Gross profit (loss)		23,200			(101,229	)		22,756			(13,689	)		(68,962	)
Gain on oil & gas derivative contracts		0			2,482			0			0			2,482
Gain (loss) on sale or acquisition of assets		0			287			5,946			0			6,233
Selling, general and administrative expenses...		(37,458	)		(17,915	)		(10,576	)		902			(65,047	)
Income (loss) from operations		(14,258	)		(116,375	)		18,126			(12,787	)		(125,294	)
Equity in earnings of investments		(64,736	)		3,105			6,711			61,631			6,711
Net interest expense and other		(22,708	)		(12,568	)		(8,143	)		0			(43,419	)
Income (loss) before income taxes		(101,702	)		(125,838	)		16,694			48,844			(162,002	)
Provision (benefit) for income taxes		(6,668	)		(45,136	)		(3,650	)		(4,473	)		(59,927	)
Net income (loss), including noncontrolling interests		(95,034	)		(80,702	)		20,344			53,317			(102,075	)
Less net income applicable to noncontrolling interests		0			0			0			(1,273	)		(1,273	)
Preferred stock dividends		(94	)		0			0			0			(94	)
Net income (loss) applicable to Helix common shareholders	$	(95,128	)	$	(80,702	)	$	20,344		$	52,044		$	(103,442	)

HELIX ENERGY SOLUTIONS GROUP, INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	Six Months Ended June 30, 2011
			Helix			Guarantors			Non-Guarantors			Consolidating Entries			Consolidated

Cash flow from operating activities:
Net income (loss), including noncontrolling interests		$	67,117		$	76,691		$	30,448		$	(105,512	)	$	68,744
Adjustments to reconcile net income (loss), including noncontrolling interests to net cash provided by (used in) operating activities:
Equity in earnings of affiliates			(107,036	)		1,468			0			105,568			0
Other adjustments			21,261			180,193			(14,149	)		(5,476	)		181,829
Net cash provided by (used in) operating
activities			(18,658	)		258,352			16,299			(5,420	)		250,573

Cash flows from investing activities:
Capital expenditures			(15,699	)		(76,331	)		(14,092	)		0			(106,122	)
Investments in equity investments			0			0			(2,699	)		0			(2,699	)
Distributions from equity investments, net			0			0			1,593			0			1,593
Proceeds from sale of Cal Dive common stock			3,588			0			0			0			3,588
Decrease (increase) in restricted cash			0			863			0			0			863
Net cash used in investing activities			(12,111	)		(75,468	)		(15,198	)		0			(102,777	)

Cash flows from financing activities:
Repayments of debt			(111,191	)		0			(3,507	)		0			(114,698	)
Deferred financing costs			(9,014	)		0			0			0			(9,014	)
Preferred stock dividends paid			(20	)		0			0			0			(20	)
Repurchase of common stock			(1,012	)		0			0			0			(1,012	)
Excess tax benefit from stock-based compensation			(1,196	)		0			0			0			(1,196	)
Exercise of stock options, net			1,672			0			0			0			1,672
Intercompany financing			162,868			(183,765	)		15,477			5,420			0
Net cash provided by (used in) financing activities			42,107			(183,765	)		11,970			5,420			(124,268	)
Effect of exchange rate changes on cash and cash equivalents			0			0			(424	)		0			(424	)
Net increase (decrease) in cash and cash equivalents			11,338			(881	)		12,647			0			23,104
Cash and cash equivalents:
Balance, beginning of year			376,434			3,294			11,357			0			391,085
Balance, end of period		$	387,772		$	2,413		$	24,004		$	0		$	414,189

HELIX ENERGY SOLUTIONS GROUP, INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(in thousands)


	Six Months Ended June 30, 2010
			Helix			Guarantors			Non-Guarantors			Consolidating Entries			Consolidated

Cash flow from operating activities:
Net income (loss), including noncontrolling interests		$	(95,034	)	$	(80,702	)	$	20,344		$	53,317		$	(102,075	)
Adjustments to reconcile net income (loss), including noncontrolling interests to net cash provided by (used in) operating activities:
Equity in earnings of affiliates			64,736			(3,105	)		0			(61,631	)		0
Other adjustments			17,776			243,919			(13,101	)		(10,119	)		238,475
Net cash provided by (used in) operating
activities			(12,522	)		160,112			7,243			(18,433	)		136,400

Cash flows from investing activities:
Capital expenditures			(47,963	)		(80,203	)		(7,446	)		0			(135,612	)
Investments in equity investments			0			0			(6,307	)		0			(6,307	)
Distributions from equity investments, net			0			0			8,132			0			8,132
Insurance recovery			7,020			9,086			0			0			16,106
Decrease (increase) in restricted cash			0			109			0			0			109
Net cash used in investing activities			(40,943	)		(71,008	)		(5,621	)		0			(117,572	)

Cash flows from financing activities:
Repayments of debt			(2,163	)		0			(3,570	)		0			(5,733	)
Deferred financing costs			(2,792	)		0			0			0			(2,792	)
Preferred stock dividends paid			(94	)		0			0			0			(94	)
Repurchases of common stock			(9,127	)		0			0			0			(9,127	)
Excess tax benefit from stock-based compensation			(2,163	)		0			0			0			(2,163	)
Exercise of stock options, net			163			0			0			0			163
Intercompany financing			62,654			(86,591	)		5,504			18,433			0
Net cash provided by (used in) financing activities			46,478			(86,591	)		1,934			18,433			(19,746	)
Effect of exchange rate changes on cash and cash equivalents			0			0			246			0			246
Net increase (decrease) in cash and cash equivalents			(6,987	)		2,513			3,802			0			(672	)
Cash and cash equivalents:
Balance, beginning of year			258,742			2,522			9,409			0			270,673
Balance, end of period		$	251,755		$	5,035		$	13,211		$	0		$	270,001

Details of Certain Accounts (Tables)

6 Months Ended

Jun. 30, 2011

Details of Certain Accounts

Other Current Assets

		June 30,		December 31,
		2011		2010
		(in thousands)
Other receivables	$	854	$	1,247
Prepaid insurance		12,141		12,375
Other prepaids		12,692		11,623
Spare parts inventory		21,850		25,333
Current deferred tax assets		37,533		49,200
Hedging assets		5,988		5,472
Gas imbalance		5,961		6,001
Income tax receivable		9,059		6,099
Investment held for sale ^(a)		0		2,835
Other		4,256		2,880
	$	110,334	$	123,065

Other Assets, Net

		June 30,		December 31,
		2011		2010
		(in thousands)
Restricted cash	$	34,476	$	35,339
Deferred drydock expenses, net		7,616		11,086
Deferred financing costs, net		30,127		25,697
Intangible assets with finite lives, net		602		636
Other		3,600		1,803
	$	76,421	$	74,561

Accrued Liabilities

		June 30,		December 31,
		2011		2010
		(in thousands)
Accrued payroll and related benefits	$	33,148	$	38,026
Royalties payable		17,115		15,008
Current asset retirement obligations		64,349		64,526
Unearned revenue		8,504		4,094
Billing in excess of cost		6,346		3,869
Accrued interest		27,347		27,308
Hedge liability		17,212		30,606
Other		16,205		14,800
	$	190,226	$	198,237

Oil and Gas Properties (Tables)

6 Months Ended

Jun. 30, 2011

Oil and Gas Properties

Components of Exploration Expense


		Three Months Ended					Six Months Ended
		June 30,					June 30,
		2011		2010			2011			2010
Delay rental and geological and geophysical costs...	$	1,299	$	1,182		$	1,654		$	1,528
Impairment of unproved properties ^(a)		6,640		0			6,640			0
Dry hole expense		0		(10	)		(9	)		(190	)
Total exploration expense	$	7,939	$	1,172		$	8,285		$	1,338

a. Reflects costs associated with a deepwater lease in which the term expired during the second quarter of 2011.

Changes in Asset Retirement Obligations

Asset retirement obligation at December 31, 2010	$	234,936
Liability incurred during the period		672
Liability settled during the period		(25,273	)
Revision in estimated cash flows		12,842
Accretion expense (included in depreciation and amortization)		7,630
Asset retirement obligations at June 30, 2011	$	230,807

Statement of Cash Flow Information (Tables)

6 Months Ended

Jun. 30, 2011

Statement of Cash Flow Information

Supplemental Cash Flow Information


		Six Months Ended
		June 30,
		2011		2010

Interest paid, net of capitalized interest (1)	$	40,220	$	27,847
Income taxes paid	$	7,236	$	6,642

Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2011

Long-Term Debt

Maturities of Long-Term Debt

		Term Loan			Revolving Loans		Senior Unsecured Notes		Convertible Senior Notes ⁽¹⁾			MARAD Debt			Total

Less than one year	$	3,000		$	0	$	0	$	0		$	4,759		$	7,759
One to two years		3,000			0		0		0			4,997			7,997
Two to three years		3,000			0		0		0			5,247			8,247
Three to four years		3,000			0		0		0			5,508			8,508
Four to five years		287,250			0		550,000		0			5,783			843,033
Over five years		0			0		0		300,000			86,222			386,222
Total debt		299,250			0		550,000		300,000			112,516			1,261,766
Current maturities		(3,000	)		0		0		0			(4,759	)		(7,759	)
Long-term debt, less current maturities	$	296,250		$	0	$	550,000	$	300,000		$	107,757		$	1,254,007
Unamortized debt discount ⁽²⁾		0			0		0		(14,114	)		0			(14,114	)
Long-term debt	$	296,250		$	0	$	550,000	$	285,886		$	107,757		$	1,239,893

(1)Beginning in December 2012, the holders may require us to repurchase the notes or we may at our own option elect to repurchase the notes. The notes will mature in March 2025.

(2)The notes will increase to the $300 million face amount through accretion of non-cash interest charges through 2012.

Interest Expense and Capitalized Interest


		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2011			2010			2011			2010
		(in thousands)
Interest expense	$	26,029		$	24,597		$	50,796		$	48,946
Interest income		(499	)		(199	)		(975	)		(397	)
Capitalized interest		(252	)		(3,875	)		(307	)		(12,391	)
Interest expense, net	$	25,278		$	20,523		$	49,514		$	36,158

Comprehensive Income (Loss) (Tables)

6 Months Ended

Jun. 30, 2011

Comprehensive Income (Loss)

Components of Total Comprehensive Income (Loss)

		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2011			2010			2011		2010

Net income (loss), including noncontrolling interests	$	42,109		$	(85,073	)	$	68,744	$	(102,075	)
Other comprehensive income (loss), net of tax
Foreign currency translation gain (loss)		(1,416	)		(3,106	)		699		(13,808	)
Unrealized gain on hedges, net		20,970			2,063			10,403		16,103
Unrealized loss on investment available for sale		0			(481	)		0		(556	)
Total other comprehensive income (loss)	$	61,663		$	(86,597	)	$	79,846	$	(100,336	)

Components of Accumulated Other Comprehensive Loss


	June 30,			December 31,
	2011			2010

Cumulative foreign currency translation adjustment	$	(21,563	)	$	(22,262	)
Unrealized loss on hedges, net		(6,393	)		(16,796	)
Accumulated other comprehensive loss	$	(27,956	)	$	(39,058	)

Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2011

Earnings Per Share

Computations of Basic and Diluted EPS

		Three Months Ended				Three Months Ended
		June 30, 2011				June 30, 2010
		Income		Shares		Income		Shares
Basic:
Net income (loss) applicable to common shareholders	$	41,313			$	(85,551	)
Less: Undistributed net income allocable to participating securities		(514	)			0
Net income (loss) applicable to common stock	$	40,799		104,673	$	(85,551	)	104,125

		Three Months Ended June 30, 2011			Three Months Ended June 30, 2010
		Three Months Ended June 30, 2011			Three Months Ended June 30, 2010
		Income	Shares		Income		Shares
Diluted:
Net income (loss) per common share – Basic	$	40,799	104,673	$	(85,551	)	104,125
Effect of dilutive securities:
Stock options		0	106		0		0
Undistributed earnings reallocated to participating securities		3	0		0		0
Convertible Senior Notes		0	0		0		0
Convertible preferred stock		10	361		0		0
Net income (loss) per common share – Diluted	$	40,812	105,140	$	(85,551	)	104,125

		Six Months Ended				Six Months Ended
		June 30, 2011				June 30, 2010
		Income		Shares		Income		Shares
Basic:
Net income (loss) applicable to common shareholders	$	67,170			$	(103,442	)
Less: Undistributed net income allocable to participating securities		(850	)			—
Net income (loss) applicable to common stock	$	66,320		104,573	$	(103,442	)	103,610

		Six Months Ended June 30, 2011			Six Months Ended June 30, 2010
		Six Months Ended June 30, 2011			Six Months Ended June 30, 2010
		Income	Shares		Income		Shares
Diluted:
Net income (loss) per common share – Basic	$	66,320	104,573	$	(103,442	)	103,610
Effect of dilutive securities:
Stock options		0	90		0		0
Undistributed earnings reallocated to participating securities		4	0		0		0
Convertible Senior Notes		0	0		0		0
Convertible preferred stock		20	361		0		0
Net income (loss) per common share – Diluted	$	66,344	105,024	$	(103,442	)	103,610

Excluded Securities on Diluted Shares Calculation

	Three Months	Six Months
Diluted shares (as reported)	104,125	103,610
Stock options	94	80
Convertible preferred stock	1,195	1,689
Total	105,414	105,379

Stock-Based Compensation Plans (Tables)

6 Months Ended

Jun. 30, 2011

Stock-Based Compensation Plans

Restricted Shares Granted

Date of Grant	Shares		Market Value Per Share	Vesting Period

January 4, 2011	475,804	$	12.14	20% per year over five years
January 4, 2011	4,427		12.14	100% on January 1, 2013
April 1, 2011	2,907		17.20	100% on January 1, 2013
May 11, 2011	21,608		16.14	20% per year over five years

Business Segment Information (Tables)

6 Months Ended

Jun. 30, 2011

Business Segment Information

Schedule of Segment Reporting Information by Segment


		Three Months Ended						Six Months Ended
		June 30,						June 30,
		2011			2010			2011			2010
		(in thousands)
Revenues —
Contracting Services	$	171,353		$	202,317		$	302,890		$	356,517
Production Facilities		20,545			21,391			36,115			22,711
Oil and Gas		172,458			102,586			341,317			193,301
Intercompany elimination		(26,037	)		(27,032	)		(50,396	)		(71,697	)
Total	$	338,319		$	299,262		$	629,926		$	500,832

Income (loss) from operations —
Contracting Services	$	30,565		$	43,781		$	33,831		$	71,267
Production Facilities ⁽¹⁾		11,920			12,977			17,876			12,940
Oil and Gas		43,064			(154,943	)		96,304			(155,607	)
Corporate ⁽²⁾		(9,112	)		(12,597	)		(19,553	)		(35,475	)
Intercompany elimination		(19	)		(6,114	)		71			(18,419	)
Total	$	76,418		$	(116,896	)	$	128,529		$	(125,294	)

Equity in earnings of equity investments (Note 6)	$	5,887		$	1,656		$	11,537		$	6,711

(2)The six-month period ended June 30, 2010, included $13.8 million of $17.5 million settlement of a third party claim against us in March 2010 (Note 14).

Summary of Intercompany Segment Revenues


		Three Months Ended				Six Months Ended
		June 30,				June 30,
		2011		2010		2011		2010
		(in thousands)
Contracting Services	$	14,295	$	24,426	$	27,164	$	68,167
Production Facilities		11,742		2,606		23,232		3,530
Total	$	26,037	$	27,032	$	50,396	$	71,697

Intercompany Segment Gross Profit (Losses)


		Three Months Ended					Six Months Ended
		June 30,					June 30,
		2011			2010		2011			2010
		(in thousands)
Contracting Services	$	63		$	3,701	$	39		$	15,143
Production Facilities		(44	)		2,413		(110	)		3,293
Total	$	19		$	6,114	$	(71	)	$	18,436

Summary of Identifiable Assets


	June 30, 2011		December 31, 2010
		(in thousands)
Identifiable Assets —
Contracting Services	$	1,869,593	$	1,856,016
Production Facilities		518,220		512,990
Oil and Gas		1,172,824		1,223,014
Total	$	3,560,637	$	3,592,020

- Definition

Tabular disclosure of the profit or loss and total assets for each reportable segment. An entity discloses certain information on each reportable segment if the amounts (a) are included in the measure of segment profit or loss reviewed by the chief operating decision maker or (b) are otherwise regularly provided to the chief operating decision maker, even if not included in that measure of segment profit or loss.

+ References + Details

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2011

Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

		Level 1		Level 2 ⁽¹⁾		Level 3		Total	Valuation Technique

Assets:
Oil and gas swaps and collars	$	0	$	7,531	$	0	$	7,531	(c)
Foreign currency forwards		0		305		0		305	(c)

Liabilities:
Oil and gas swaps and collars		0		16,680		0		16,680	(c)
Fair value of long term debt⁽²⁾		1,182,173		122,417		0		1,304,590	(a), (b)
Interest rate swaps		0		1,157		0		1,157	(c)
Total net liability	$	1,182,173	$	132,418	$	0	$	1,314,591

		Fair Value		Carrying Value
Term Loan (matures July 2015)	$	299,998	$	299,250
Revolving Credit Facility (matures July 2015)		0		0
Convertible Senior Notes (matures March 2025)		299,175		300,000	^(a)
Senior Unsecured Notes (matures January 2016)		583,000		550,000
MARAD Debt (matures February 2027)^(b)		122,417		112,516
Total	$	1,304,590	$	1,261,766

(a)Amount excludes the $14.1 million of unamortized discount recorded on the Convertible Senior Notes at June 30, 2011.

(b)The estimated fair value of all debt, other than MARAD Debt, was determined using level 1 inputs using the market approach. The fair value of the MARAD debt was determined using a third party evaluation of the remaining average life and outstanding principal balance of the MARAD indebtedness as compared to other governmental obligations in the market place with similar terms. The fair value of the MARAD debt was estimated using level 2 fair value inputs using the cost approach.

Fair Value of Long Term Debt

		Fair Value		Carrying Value
Term Loan (matures July 2015)	$	299,998	$	299,250
Revolving Credit Facility (matures July 2015)		0		0
Convertible Senior Notes (matures March 2025)		299,175		300,000	^(a)
Senior Unsecured Notes (matures January 2016)		583,000		550,000
MARAD Debt (matures February 2027)^(b)		122,417		112,516
Total	$	1,304,590	$	1,261,766

(a)Amount excludes the $14.1 million of unamortized discount recorded on the Convertible Senior Notes at June 30, 2011.

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 22
-Article 5

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

+ Details

Derivative Instruments and Hedging Activities (Tables)

6 Months Ended

Jun. 30, 2011

Derivative Instruments and Hedging Activities

Volumes Under Derivative Contracts Related to Oil and Gas Producing Activities

Production Period	Instrument Type	Average Monthly Volumes	Weighted Average Price
Crude Oil:			(per barrel)
July 2011 — December 2011	Swap	175.8 MBbl	$82.49
July 2011 — December 2011	Collar	53.3 MBbl	$ 95.00 — $124.70
October 2011 — December 2011	Collar	12.5 MBbl	$100.00 — $122.80^a
January 2012 — December 2012	Collar	75.0 MBbl	$ 96.67 — $118.57
January 2012 — December 2012	Collar	91.7 MBbl	$100.00 — $120.25^a

Natural Gas:			(per Mcf)
July 2011 — December 2011	Swap	725.8 Mmcf	$4.97
January 2012 — December 2012	Swap	250.0 Mmcf	$4.77
January 2012 — December 2012	Collar	166.7 Mmcf	$4.75 — $5.09

Derivatives Designated as Hedging Instruments

	As of June 30, 2011			As of December 31, 2010
	Balance Sheet Location		Fair Value	Balance Sheet Location		Fair Value
	(in thousands)
Asset Derivatives:
Oil contracts	Other current assets	$	3,381	Other current assets	$	0
Natural gas contracts	Other current assets		2,302	Other current assets		5,324
Natural gas contracts	Other assets, net		32	Other assets, net		0
Oil contracts	Other assets, net		1,816	Other assets, net		0
Interest rate swaps	Other assets, net		0	Other assets, net		0
		$	7,531		$	5,324

	As of June 30, 2011			As of December 31, 2010
	Balance Sheet Location		Fair Value	Balance Sheet Location		Fair Value
	(in thousands)
Liability Derivatives:
Oil contracts	Accrued liabilities	$	16,055	Accrued liabilities	$	28,855
Interest rate swaps	Accrued liabilities		1,157	Accrued liabilities		1,751
Oil contracts	Other long-term liabilities		399	Other long-term liabilities		0
Natural gas contracts	Other long-term liabilities		226	Other long-term liabilities		913
Interest rate swaps	Other long-term liabilities		0	Other long-term liabilities		115
		$	17,837		$	31,634

Derivatives Not Designated as Hedging Instruments


	As of June 30, 2011			As of December 31, 2010
	Balance Sheet Location		Fair Value	Balance Sheet Location		Fair Value
	(in thousands)
Asset Derivatives:
Foreign exchange forwards	Other current assets	$	305	Other current assets	$	148
Foreign exchange forwards	Other assets, net		0	Other assets, net		42
		$	305		$	190

Liability Derivatives:
		$	0		$	0

Impact of Derivative Instruments on Accumulated Comprehensive Income (Loss)


		Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)
		Three Months Ended June 30,					Six Months Ended June 30,
		2011⁽¹⁾		2010⁽¹⁾			2011⁽¹⁾		2010⁽¹⁾
		(in thousands)
Oil and natural gas commodity contracts	$	20,720	$	2,575		$	9,942	$	17,205
Interest rate swaps		250		(512	)		461		(1,102	)
	$	20,970	$	2,063		$	10,403	$	16,103

Gain (Loss) Reclassified from Accumulated OCI into Income


	Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
			Three Months Ended June 30,						Six Months Ended June 30,
			2011			2010			2011			2010

Oil and natural gas commodity contracts	Oil and gas revenue	$	(11,860	)	$	9,663		$	(18,185	)	$	10,464
Interest rate swaps	Net interest expense		(591	)		(469	)		(1,071	)		(887	)
		$	(12,451	)	$	9,194		$	(19,256	)	$	9,577

Impact of Non Designated Derivative Instruments on Income Statement


	Location of Gain (Loss) Recognized in Income on Derivatives		Gain (Loss) Recognized in Income on Derivatives
			Three Months Ended June 30,					Six Months Ended June 30,
			2011		2010			2011		2010
			(in thousands)
Natural gas contracts	Gain on oil and gas derivative contracts	$	0	$	2,482		$	0	$	2,482
Foreign exchange forwards	Other income (expense)		6		(398	)		614		(3,305	)
		$	6	$	2,084		$	614	$	(823	)

- Definition

Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1A
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-URI http://asc.fasb.org/extlink&oid=6886632&loc=d3e76258-113986

+ Details

Condensed Consolidated Guarantor and Non-Guarantor Financial Information (Tables)

6 Months Ended

Jun. 30, 2011

Condensed Consolidated Guarantor and Non-Guarantor Financial Information

Schedule of Condensed Consolidating Balance Sheets

HELIX ENERGY SOLUTIONS GROUP, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

(in thousands)

(Unaudited)

	As of June 30, 2011
		Helix		Guarantors		Non-Guarantors			Consolidating Entries			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	387,772	$	2,413	$	24,004		$	0		$	414,189
Accounts receivable, net		54,325		106,506		51,575			0			212,406
Unbilled revenue		2,219		0		18,084			0			20,303
Income taxes receivable		63,514		0		13,075			(67,530	)		9,059
Other current assets		47,610		42,191		12,712			(1,238	)		101,275
Total current assets		555,440		151,110		119,450			(68,768	)		757,232
Intercompany		1,294		294,433		(212,007	)		(83,720	)		0
Property and equipment, net		221,300		1,554,186		704,756			(4,932	)		2,475,310
Other assets:
Equity investments in unconsolidated affiliates		0		0		188,772			0			188,772
Equity investments in affiliates		1,947,501		28,432		0			(1,975,933	)		0
Goodwill, net		0		45,107		17,795			0			62,902
Other assets, net		48,499		38,119		19,639			(29,836	)		76,421
Due from subsidiaries/parent		90,965		275,900		0			(366,865	)		0
	$	2,864,999	$	2,387,287	$	838,405		$	(2,530,054	)	$	3,560,637

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	41,121	$	82,403	$	24,618		$	0		$	148,142
Accrued liabilities		58,787		96,184		35,255			0			190,226
Income taxes payable		0		84,684		0			(84,684	)		0
Current maturities of long-term debt		3,000		0		4,759			0			7,759
Total current liabilities		102,908		263,271		64,632			(84,684	)		346,127
Long-term debt		1,132,136		0		107,757			0			1,239,893
Deferred income taxes		213,232		126,992		97,650			(6,053	)		431,821
Asset retirement obligations		0		166,458		0			0			166,458
Other long-term liabilities		1,335		3,480		617			0			5,432
Due to parent		0		0		116,451			(116,451	)		0
Total liabilities		1,449,611		560,201		387,107			(207,188	)		2,189,731
Convertible preferred stock		1,000		0		0			0			1,000
Total equity		1,414,388		1,827,086		451,298			(2,322,866	)		1,369,906
	$	2,864,999	$	2,387,287	$	838,405		$	(2,530,054	)	$	3,560,637

HELIX ENERGY SOLUTIONS GROUP, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

(in thousands)

	As of December 31, 2010
		Helix		Guarantors		Non-Guarantors			Consolidating Entries			Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	376,434	$	3,294	$	11,357		$	0		$	391,085
Accounts receivable, net		61,846		91,659		23,788			0			177,293
Unbilled revenue		11,990		0		37,421			0			49,411
Income taxes receivable		19,334		0		7,195			(20,430	)		6,099
Other current assets		63,306		49,557		12,889			(8,786	)		116,966
Total current assets		532,910		144,510		92,650			(29,216	)		740,854
Intercompany		1,906		263,920		(171,513	)		(94,313	)		0
Property and equipment, net		217,153		1,605,906		709,082			(5,061	)		2,527,080
Other assets:
Equity investments in unconsolidated affiliates		0		0		187,031			0			187,031
Equity investments in affiliates		1,998,289		29,899		0			(2,028,188	)		0
Goodwill, net		0		45,107		17,387			0			62,494
Other assets, net		43,971		38,324		21,900			(29,634	)		74,561
Due from subsidiaries/parent		95,398		105,434		0			(200,832	)		0
	$	2,889,627	$	2,233,100	$	856,537		$	(2,387,244	)	$	3,592,020

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	60,308	$	56,107	$	42,966		$	0		$	159,381
Accrued liabilities		58,074		107,874		32,289			0			198,237
Income taxes payable		0		36,678		0			(36,678	)		0
Current maturities of long-term debt		4,326		0		14,301			(8,448	)		10,179
Total current liabilities		122,708		200,659		89,556			(45,126	)		367,797
Long-term debt		1,237,587		0		110,166			0			1,347,753
Deferred income taxes		185,453		135,101		98,968			(5,883	)		413,639
Asset retirement obligations		0		170,410		0			0			170,410
Other long-term liabilities		1,421		3,691		665			0			5,777
Due to parent		0		0		120,884			(120,884	)		0
Total liabilities		1,547,169		509,861		420,239			(171,893	)		2,305,376
Convertible preferred stock		1,000		0		0			0			1,000
Total equity		1,341,458		1,723,239		436,298			(2,215,351	)		1,285,644
	$	2,889,627	$	2,233,100	$	856,537		$	(2,387,244	)	$	3,592,020

Schedule of Condensed Consolidating Statements Of Operations

HELIX ENERGY SOLUTIONS GROUP, INC.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(in thousands)

(Unaudited)

	Three Months Ended June 30, 2011
		Helix			Guarantors			Non-Guarantors			Consolidating Entries			Consolidated

Net revenues	$	20,545		$	247,855		$	92,926		$	(23,007	)	$	338,319
Cost of sales		15,123			173,897			71,730			(22,629	)		238,121
Gross profit (loss)		5,422			73,958			21,196			(378	)		100,198
Gain on oil & gas derivative contracts		0			0			0			0			0
Gain (loss) on sale or acquisition of assets		(22	)		0			0			0			(22	)
Selling, general and administrative expenses...		(9,574	)		(9,915	)		(4,658	)		389			(23,758	)
Income (loss) from operations		(4,174	)		64,043			16,538			11			76,418
Equity in earnings of investments		58,929			4,194			5,887			(63,123	)		5,887
Net interest expense and other		(18,243	)		(5,890	)		108			0			(24,025	)
Income (loss) before income taxes		36,512			62,347			22,533			(63,112	)		58,280
Provision (benefit) for income taxes		(4,790	)		20,319			637			5			16,171
Net income (loss), including noncontrolling interests		41,302			42,028			21,896			(63,117	)		42,109
Less net income applicable to noncontrolling interests		0			0			0			(786	)		(786	)
Preferred stock dividends		(10	)		0			0			0			(10	)
Net income (loss) applicable to Helix common shareholders	$	41,292		$	42,028		$	21,896		$	(63,903	)	$	41,313

	Three Months Ended June 30, 2010
		Helix			Guarantors			Non-Guarantors			Consolidating Entries			Consolidated

Net revenues	$	33,670		$	186,247		$	100,086		$	(20,741	)	$	299,262
Cost of sales		18,158			317,157			72,345			(13,580	)		394,080
Gross profit (loss)		15,512			(130,910	)		27,741			(7,161	)		(94,818	)
Gain on oil & gas derivative contracts		0			2,482			0			0			2,482
Gain (loss) on sale or acquisition of assets		0			0			(14	)		0			(14	)
Selling, general and administrative expenses...		(13,583	)		(7,834	)		(3,531	)		402			(24,546	)
Income (loss) from operations		1,929			(136,262	)		24,196			(6,759	)		(116,896	)
Equity in earnings of investments		(69,604	)		3,612			1,656			65,992			1,656
Net interest expense and other		(15,319	)		(5,002	)		(1,878	)		0			(22,199	)
Income (loss) before income taxes		(82,994	)		(137,652	)		23,974			59,233			(137,439	)
Provision (benefit) for income taxes		(1,872	)		(49,351	)		1,221			(2,364	)		(52,366	)
Net income (loss), including noncontrolling interests		(81,122	)		(88,301	)		22,753			61,597			(85,073	)
Less net income applicable to noncontrolling interests		0			0			0			(444	)		(444	)
Preferred stock dividends		(34	)		0			0			0			(34	)
Net income (loss) applicable to Helix common shareholders	$	(81,156	)	$	(88,301	)	$	22,753		$	61,153		$	(85,551	)

HELIX ENERGY SOLUTIONS GROUP, INC.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

(in thousands)

(Unaudited)

	Six Months Ended June 30, 2011
		Helix			Guarantors			Non-Guarantors			Consolidating Entries			Consolidated

Net revenues	$	36,127		$	489,897		$	150,802		$	(46,900	)	$	629,926
Cost of sales		31,716			339,128			128,008			(46,200	)		452,652
Gross profit (loss)		4,411			150,769			22,794			(700	)		177,274
Gain on oil & gas derivative contracts		0			0			0			0			0
Gain (loss) on sale or acquisition of assets		(6	)		0			0			0			(6	)
Selling, general and administrative expenses...		(20,760	)		(19,951	)		(8,812	)		784			(48,739	)
Income (loss) from operations		(16,355	)		130,818			13,982			84			128,529
Equity in earnings of investments		107,036			(1,468	)		11,537			(105,568	)		11,537
Net interest expense and other		(35,527	)		(10,599	)		525			0			(45,601	)
Income (loss) before income taxes		55,154			118,751			26,044			(105,484	)		94,465
Provision (benefit) for income taxes		(11,963	)		42,060			(4,404	)		28			25,721
Net income (loss), including noncontrolling interests		67,117			76,691			30,448			(105,512	)		68,744
Less net income applicable to noncontrolling interests		0			0			0			(1,554	)		(1,554	)
Preferred stock dividends		(20	)		0			0			0			(20	)
Net income (loss) applicable to Helix common shareholders	$	67,097		$	76,691		$	30,448		$	(107,066	)	$	67,170

	Six Months Ended June 30, 2010
		Helix			Guarantors			Non-Guarantors			Consolidating Entries			Consolidated

Net revenues	$	54,692		$	355,970		$	145,058		$	(54,888	)	$	500,832
Cost of sales		31,492			457,199			122,302			(41,199	)		569,794
Gross profit (loss)		23,200			(101,229	)		22,756			(13,689	)		(68,962	)
Gain on oil & gas derivative contracts		0			2,482			0			0			2,482
Gain (loss) on sale or acquisition of assets		0			287			5,946			0			6,233
Selling, general and administrative expenses...		(37,458	)		(17,915	)		(10,576	)		902			(65,047	)
Income (loss) from operations		(14,258	)		(116,375	)		18,126			(12,787	)		(125,294	)
Equity in earnings of investments		(64,736	)		3,105			6,711			61,631			6,711
Net interest expense and other		(22,708	)		(12,568	)		(8,143	)		0			(43,419	)
Income (loss) before income taxes		(101,702	)		(125,838	)		16,694			48,844			(162,002	)
Provision (benefit) for income taxes		(6,668	)		(45,136	)		(3,650	)		(4,473	)		(59,927	)
Net income (loss), including noncontrolling interests		(95,034	)		(80,702	)		20,344			53,317			(102,075	)
Less net income applicable to noncontrolling interests		0			0			0			(1,273	)		(1,273	)
Preferred stock dividends		(94	)		0			0			0			(94	)
Net income (loss) applicable to Helix common shareholders	$	(95,128	)	$	(80,702	)	$	20,344		$	52,044		$	(103,442	)

Schedule of Condensed Consolidating Statements of Cash Flows

HELIX ENERGY SOLUTIONS GROUP, INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	Six Months Ended June 30, 2011
			Helix			Guarantors			Non-Guarantors			Consolidating Entries			Consolidated

Cash flow from operating activities:
Net income (loss), including noncontrolling interests		$	67,117		$	76,691		$	30,448		$	(105,512	)	$	68,744
Adjustments to reconcile net income (loss), including noncontrolling interests to net cash provided by (used in) operating activities:
Equity in earnings of affiliates			(107,036	)		1,468			0			105,568			0
Other adjustments			21,261			180,193			(14,149	)		(5,476	)		181,829
Net cash provided by (used in) operating
activities			(18,658	)		258,352			16,299			(5,420	)		250,573

Cash flows from investing activities:
Capital expenditures			(15,699	)		(76,331	)		(14,092	)		0			(106,122	)
Investments in equity investments			0			0			(2,699	)		0			(2,699	)
Distributions from equity investments, net			0			0			1,593			0			1,593
Proceeds from sale of Cal Dive common stock			3,588			0			0			0			3,588
Decrease (increase) in restricted cash			0			863			0			0			863
Net cash used in investing activities			(12,111	)		(75,468	)		(15,198	)		0			(102,777	)

Cash flows from financing activities:
Repayments of debt			(111,191	)		0			(3,507	)		0			(114,698	)
Deferred financing costs			(9,014	)		0			0			0			(9,014	)
Preferred stock dividends paid			(20	)		0			0			0			(20	)
Repurchase of common stock			(1,012	)		0			0			0			(1,012	)
Excess tax benefit from stock-based compensation			(1,196	)		0			0			0			(1,196	)
Exercise of stock options, net			1,672			0			0			0			1,672
Intercompany financing			162,868			(183,765	)		15,477			5,420			0
Net cash provided by (used in) financing activities			42,107			(183,765	)		11,970			5,420			(124,268	)
Effect of exchange rate changes on cash and cash equivalents			0			0			(424	)		0			(424	)
Net increase (decrease) in cash and cash equivalents			11,338			(881	)		12,647			0			23,104
Cash and cash equivalents:
Balance, beginning of year			376,434			3,294			11,357			0			391,085
Balance, end of period		$	387,772		$	2,413		$	24,004		$	0		$	414,189

HELIX ENERGY SOLUTIONS GROUP, INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(in thousands)

	Six Months Ended June 30, 2010
			Helix			Guarantors			Non-Guarantors			Consolidating Entries			Consolidated

Cash flow from operating activities:
Net income (loss), including noncontrolling interests		$	(95,034	)	$	(80,702	)	$	20,344		$	53,317		$	(102,075	)
Adjustments to reconcile net income (loss), including noncontrolling interests to net cash provided by (used in) operating activities:
Equity in earnings of affiliates			64,736			(3,105	)		0			(61,631	)		0
Other adjustments			17,776			243,919			(13,101	)		(10,119	)		238,475
Net cash provided by (used in) operating
activities			(12,522	)		160,112			7,243			(18,433	)		136,400

Cash flows from investing activities:
Capital expenditures			(47,963	)		(80,203	)		(7,446	)		0			(135,612	)
Investments in equity investments			0			0			(6,307	)		0			(6,307	)
Distributions from equity investments, net			0			0			8,132			0			8,132
Insurance recovery			7,020			9,086			0			0			16,106
Decrease (increase) in restricted cash			0			109			0			0			109
Net cash used in investing activities			(40,943	)		(71,008	)		(5,621	)		0			(117,572	)

Cash flows from financing activities:
Repayments of debt			(2,163	)		0			(3,570	)		0			(5,733	)
Deferred financing costs			(2,792	)		0			0			0			(2,792	)
Preferred stock dividends paid			(94	)		0			0			0			(94	)
Repurchases of common stock			(9,127	)		0			0			0			(9,127	)
Excess tax benefit from stock-based compensation			(2,163	)		0			0			0			(2,163	)
Exercise of stock options, net			163			0			0			0			163
Intercompany financing			62,654			(86,591	)		5,504			18,433			0
Net cash provided by (used in) financing activities			46,478			(86,591	)		1,934			18,433			(19,746	)
Effect of exchange rate changes on cash and cash equivalents			0			0			246			0			246
Net increase (decrease) in cash and cash equivalents			(6,987	)		2,513			3,802			0			(672	)
Cash and cash equivalents:
Balance, beginning of year			258,742			2,522			9,409			0			270,673
Balance, end of period		$	251,755		$	5,035		$	13,211		$	0		$	270,001

Details of Certain Accounts (Other Current Assets) (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Mar. 31, 2011

Dec. 31, 2010

Jun. 30, 2011

Jun. 30, 2010

Details of Certain Accounts

Other receivables

$ 1,247

$ 854

Prepaid insurance

12,375

12,141

Other prepaids

11,623

12,692

Spare parts inventory

25,333

21,850

Current deferred tax assets

49,200

37,533

Hedging assets

5,472

5,988

Gas imbalance

6,001

5,961

Income tax receivable

6,099

9,059

Investment held for sale

^[1]

2,835

Other

2,880

4,256

Other current assets

123,065

110,334

Sale of subsidiary/equity method investee shares by parent company

500,000

Proceeds from sale of Cal Dive common stock

3,588

$ 0

Gain on sale of Cal Dive common stock

$ (2,200)

753

Pre-tax gain on sale of Cal Dive common stock

$ 800

$ 753

$ 0

[1]

In March 2011, we sold our remaining 500,000 shares of Cal Dive common stock. These sales transactions resulted in net proceeds of approximately $3.6 million and a pre-tax gain of $0.8 million. In the fourth quarter of 2010, we recognized a $2.2 million other than temporary loss on our investment in Cal Dive common shares (see Notes 2 and 3 of our 2010 Form 10-K for additional information regarding our former Investment in Cal Dive common stock).

Details of Certain Accounts (Other Assets, Net) (Details) - USD ($) $ in Thousands	Jun. 30, 2011	Dec. 31, 2010
Details of Certain Accounts
Restricted cash	$ 34,476	$ 35,339
Deferred drydock expenses, net	7,616	11,086
Deferred financing costs, net	30,127	25,697
Intangible assets with finite lives, net	602	636
Other	3,600	1,803
Other assets, net	$ 76,421	$ 74,561

Details of Certain Accounts (Accrued Liabilities) (Details) - USD ($) $ in Thousands	Jun. 30, 2011	Dec. 31, 2010
Details of Certain Accounts
Accrued payroll and related benefits	$ 33,148	$ 38,026
Royalties payable	17,115	15,008
Current asset retirement obligations	64,349	64,526
Unearned revenue	8,504	4,094
Billing in excess of cost	6,346	3,869
Accrued interest	27,347	27,308
Hedge liability	17,212	30,606
Other	16,205	14,800
Accrued liabilities	$ 190,226	$ 198,237

Oil and Gas Properties (Narrative) (Details) $ in Thousands	1 Months Ended	3 Months Ended					6 Months Ended		12 Months Ended
Oil and Gas Properties (Narrative) (Details) $ in Thousands	Feb. 28, 2010 USD ($)	Dec. 31, 2011 USD ($)	Sep. 30, 2011 USD ($)	Jun. 30, 2011 USD ($)	Jun. 30, 2010 USD ($)	Mar. 31, 2010 USD ($)	Jun. 30, 2011 USD ($)	Jun. 30, 2010 USD ($)	Dec. 31, 2007	Dec. 31, 2010 USD ($)
Oil and gas property impairments				$ 22,721	$ 159,862	$ 7,000	$ 22,721	$ 170,974
Oil and gas properties				6				15
Asset retirement obligation				$ 230,807			230,807			$ 234,936
Capitalized exploration cost				3,600			3,600
Working interest in oil and gas field									100.00%
Cash acquired from acquisition	$ 10,200
Acquired working interest	50.00%
Approximate gain on acquisition	$ 6,000
Working interest before acquisition						50.00%
Hurricane-related repair costs					$ 1,600		100	$ 3,600
Insurance reimbursements							4,700
General Insurance Expense		$ 2,000	$ 8,400
Prepaid Insurance				12,141			12,141			$ 12,375
Non-Domestic Oil and Gas Property [Member]
Oil and gas property impairments						$ 4,100	4,100
Asset retirement obligation				12,100			12,100
Accrued reclamation costs, current				3,700			3,700
Hurricane Catastrophic Bond [Member]
Prepaid Insurance				$ 10,600			$ 10,600

Oil and Gas Properties (Components of Exploration Expenses) (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2011

Jun. 30, 2010

Jun. 30, 2011

Jun. 30, 2010

Oil and Gas Properties

Delay rental and geological and geophysical costs

$ 1,299

$ 1,182

$ 1,654

$ 1,528

Impairment of unproved properties

^[1]

6,640

Dry hole expense

(10)

(9)

(190)

Total exploration expense

$ 7,939

$ 1,172

$ 8,285

$ 1,338

[1]	Reflects costs associated with a deepwater lease in which the term expired during the second quarter of 2011.

- Definition

Exploration expenses (including prospecting) related to oil and gas producing entities and would be included in operating expenses of that entity. Costs incurred in identifying areas that may warrant examination and in examining specific areas that are considered to have prospects of containing oil and gas reserves, including costs of drilling exploratory wells and exploratory-type stratigraphic test wells. Exploration costs may be incurred both before acquiring the related property (sometimes referred to in part as prospecting costs) and after acquiring the property. Principal types of exploration costs, which include depreciation and applicable operating costs of support equipment and facilities and other costs of exploration activities, are: (i) Costs of topographical, geographical and geophysical studies, rights of access to properties to conduct those studies, and salaries and other expenses of geologists, geophysical crews, and others conducting those studies. Collectively, these are sometimes referred to as geological and geophysical or "G&G" costs. (ii) Costs of carrying and retaining undeveloped properties, such as delay rentals, ad valorem taxes on properties, legal costs for title defense, and the maintenance of land and lease records. (iii) Dry hole contributions and bottom hole contributions. (iv) Costs of drilling and equipping exploratory wells. (v) Costs of drilling exploratory-type stratigraphic test wells.

+ References + Details

Oil and Gas Properties (Changes in Asset Retirement Obligations) (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2011 USD ($)
Oil and Gas Properties
Asset retirement obligation at December 31, 2010	$ 234,936
Liability incurred during the period	672
Liability settled during the period	(25,273)
Revision in estimated cash flows	12,842
Accretion expense (included in depreciation and amortization)	7,630
Asset retirement obligations at June 30, 2011	$ 230,807

Statement of Cash Flow Information (Narrative) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010
Statement of Cash Flow Information
Restricted Cash and Cash Equivalents, Noncurrent	$ 34,476		$ 35,339
Accruals for capital expenditures	$ 33,700	$ 32,000

Statement of Cash Flow Information (Supplemental Cash Flow Information) (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Statement of Cash Flow Information
Interest paid, net of capitalized interest	$ 40,220	$ 27,847
Income taxes paid	$ 7,236	$ 6,642

Equity Investments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Equity Investments (Details) - USD ($) $ in Thousands	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010
Equity investments in unconsolidated affiliates	$ 188,772		$ 188,772		$ 187,031
Payments of distributions to affiliates			1,593	$ 8,132
Equity in earnings of investments	$ 5,887	$ 1,656	$ 11,537	6,711
Deepwater Gateway, L.L.C. [Member]
Equity method investment, ownership percentage	50.00%		50.00%
Equity investments in unconsolidated affiliates	$ 98,300		$ 98,300		99,800
Capitalized interest	1,400		1,400		1,500
Payments of distributions to affiliates	$ 1,800		$ 3,600
Independence Hub, LLC [Member]
Equity method investment, ownership percentage	20.00%		20.00%
Equity investments in unconsolidated affiliates	$ 81,000		$ 81,000		82,400
Capitalized interest	5,100		5,100		5,200
Payments of distributions to affiliates	$ 5,200		$ 9,600
Clough Helix JV [Member]
Equity method investment, ownership percentage	50.00%		50.00%
Equity investments in unconsolidated affiliates	$ 9,500		$ 9,500		$ 4,900
Equity in earnings of investments	$ 700	$ (4,300)	$ 1,100	$ (5,700)

- Definition

This item represents the entity's proportionate share for the period of the net income (loss) of its investee (such as unconsolidated subsidiaries and joint ventures) to which the equity method of accounting is applied. This item includes income or expense related to stock-based compensation based on the investor's grant of stock to employees of an equity method investee.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 95
-Paragraph 28
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 18
-Paragraph 19
-Subparagraph c
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 18
-Paragraph 6
-Subparagraph b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Article 5
-Section 03
-Paragraph 9

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 28
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=6943989&loc=d3e3602-108585

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 225
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.12)
-URI http://asc.fasb.org/extlink&oid=6880815&loc=d3e20235-122688

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 45
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6382870&loc=d3e33749-111570

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Paragraph 11
-Article 7

+ Details

Long-Term Debt (Narrative) (Details) - USD ($)
$ / shares in Units, $ in Thousands

1 Months Ended

6 Months Ended

Jan. 31, 2010

Dec. 31, 2007

Mar. 31, 2005

Jun. 30, 2011

Jun. 30, 2010

May 31, 2011

Mar. 31, 2011

Dec. 31, 2010

Mar. 31, 2010

Jul. 31, 2006

Unsecured letters of credit

$ 48,800

Long-term debt, noncurrent

1,239,893

$ 1,347,753

Long-term debt, Carrying Value

1,261,766

Original borrowing capacity

600,000

$ 435,000

Revolving credit facility available

551,200

Borrowing under revolving credit facility

109,400

$ 0

Investments in Subsidiaries Permitted by Credit Agreement, Excluding Loan Party Subsidiaries and Subsidiaries With Pledged Equity Interests

200,000

$ 150,000

Interest rate swap

$ 200,000

Interest rate swap maximum term in years

two

Per share conversion price

$ 32.14

Debt collateral percentage

50.00%

Deferred Finance Costs, Net

$ 30,127

25,697

Amortization of deferred financing costs

4,777

3,768

Repayment of revolving credit facility

(109,400)

$ 0

Helix [Member]

Long-term debt, noncurrent

1,132,136

$ 1,237,587

Helix Term Loan [Member]

Long-term debt, noncurrent

$ 296,250

Long Term Debt

$ 835,000

Average interest rate

3.20%

2.90%

Amortization of deferred financing costs

$ 800

Repayment of revolving credit facility

109,400

Helix Revolving Loans [Member]

Long-term debt, noncurrent

Original borrowing capacity

$ 300,000

Repurchases and Redemptions Permitted Under Credit Agreement, Common Stock, Value

50,000

Senior Unsecured Notes [Member]

Long-term debt, noncurrent

$ 550,000

550,000

Long-term debt, Carrying Value

550,000

Debt instrument interest rate

9.50%

Stated maturity Year

2016

Cash and cash equivalents plus available capacity under revolving credit facility

500,000

Convertible Senior Notes [Member]

Long-term debt, noncurrent

^[1]

285,886

Long-term debt, Carrying Value

$ 300,000

^[2]

Stated maturity Year

March 2025

Cash and cash equivalents plus available capacity under revolving credit facility

$ 400,000

Debt instrument issued percentage

100.00%

Effective interest rate

6.60%

Convertible senior notes are convertible into shares

13,303,770

MARAD Debt [Member]

Long-term debt, noncurrent

$ 107,757

Long-term debt, Carrying Value

^[3]

$ 112,516

Debt instrument interest rate

4.93%

Stated maturity Year

<font style="font-family: 'Arial','sans-serif'; letter-spacing: -0.15pt; color: black;" class="_mt">February 2027</font>

Debt instrument, frequency of periodic payment

semi-annual

Letters of Credit [Member]

Unsecured letters of credit

$ 48,800

Maximum [Member] | Helix Term Loan [Member]

Margin range

3.50%

Base rate range

2.50%

Maximum [Member] | Helix Revolving Loans [Member]

Margin range

3.50%

Base rate range

2.50%

Minimum [Member] | Helix Term Loan [Member]

Margin range

3.25%

Base rate range

2.25%

Minimum [Member] | Helix Revolving Loans [Member]

Margin range

2.50%

Base rate range

1.50%

[1]	Beginning in December 2012, the holders may require us to repurchase the notes or we may at our own option elect to repurchase the notes. The notes will mature in March 2025.
[2]	Amount excludes the $14.1 million of unamortized discount recorded on the Convertible Senior Notes at June 30, 2011.
[3]	The estimated fair value of all debt, other than MARAD Debt, was determined using level 1 inputs using the market approach. The fair value of the MARAD debt was determined using a third party evaluation of the remaining average life and outstanding principal balance of the MARAD indebtedness as compared to other governmental obligations in the market place with similar terms. The fair value of the MARAD debt was estimated using level 2 fair value inputs using the cost approach.

Long-Term Debt (Maturities of Long-Term Debt) (Details) - USD ($)
$ in Thousands

Jun. 30, 2011

Dec. 31, 2010

Dec. 31, 2007

$ 7,759

7,997

8,247

8,508

843,033

386,222

1,261,766

(7,759)

$ (10,179)

Long-term debt, less current maturities

1,254,007

Unamortized debt discount

^[1]

(14,114)

Long-term debt

1,239,893

1,347,753

Helix Term Loan [Member]

3,000

3,000

3,000

3,000

287,250

299,250

(3,000)

Long-term debt, less current maturities

296,250

Unamortized debt discount

^[1]

Long-term debt

296,250

Helix Revolving Loans [Member]

Long-term debt, less current maturities

Unamortized debt discount

^[1]

Long-term debt

Senior Unsecured Notes [Member]

550,000

550,000

Long-term debt, less current maturities

550,000

Unamortized debt discount

^[1]

Long-term debt

550,000

$ 550,000

Convertible Senior Notes [Member]

^[2]

^[2]

^[2]

^[2]

^[2]

^[2]

300,000

Total debt

^[2]

300,000

Current maturities

^[2]

Long-term debt, less current maturities

^[2]

300,000

Unamortized debt discount

^[1],[2]

(14,114)

Long-term debt

^[2]

285,886

4,759

4,997

5,247

5,508

5,783

86,222

112,516

(4,759)

Long-term debt, less current maturities

107,757

Unamortized debt discount

^[1]

Long-term debt

107,757

Helix [Member]

Current maturities

(3,000)

(4,326)

Long-term debt

$ 1,132,136

$ 1,237,587

[1]	The notes will increase to the $300 million face amount through accretion of non-cash interest charges through 2012.
[2]	Beginning in December 2012, the holders may require us to repurchase the notes or we may at our own option elect to repurchase the notes. The notes will mature in March 2025.

Long-Term Debt (Interest Expense and Capitalized Interest) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Long-Term Debt
Interest expense	$ 26,029	$ 24,597	$ 50,796	$ 48,946
Interest income	(499)	(199)	(975)	(397)
Capitalized interest	(252)	(3,875)	(307)	(12,391)
Interest expense, net	$ 25,278	$ 20,523	$ 49,514	$ 36,158

Income Taxes (Details)	3 Months Ended		6 Months Ended
Income Taxes (Details)	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Income Taxes
Effective tax rate	27.70%	38.10%	27.20%	37.00%

Comprehensive Income (Loss) (Components of Total Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Comprehensive Income (Loss)
Net income (loss), including noncontrolling interests	$ 42,109	$ (85,073)	$ 68,744	$ (102,075)
Foreign currency translation gain (loss)	(1,416)	(3,106)	699	(13,808)
Unrealized gain on hedges, net	20,970	2,063	10,403	16,103
Unrealized loss on investment available for sale	0	(481)	0	(556)
Total other comprehensive income (loss)	$ 61,663	$ (86,597)	$ 79,846	$ (100,336)

- Definition

Net of tax effect change in accumulated gains and losses from derivative instruments designated and qualifying as the effective portion of cash flow hedges after taxes. A cash flow hedge is a hedge of the exposure to variability in the cash flows of a recognized asset or liability or a forecasted transaction that is attributable to a particular risk. The change includes an entity's share of an equity investee's increase or decrease in deferred hedging gains or losses. While for technical reasons this element has no balance attribute, the default assumption is a credit balance consistent with its label.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 46
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 24
-Subparagraph b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 14, 17, 20, 26
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 31, 46
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 14, 17, 20, 24, 26
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 55
-Paragraph 2
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=6920433&loc=d3e998-108581

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph c(3)
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

- Definition

Change in the balance sheet adjustment that results from the process of translating subsidiary financial statements and foreign equity investments into functional currency of the reporting entity for the period being reported, net of tax. If an entity's functional currency is a foreign currency, translation adjustments result from the process of translating that entity's financial statements into the reporting currency. Includes gain (loss) on foreign currency forward exchange contracts. Includes foreign currency transactions designated as hedges of net investment in a foreign entity and intercompany foreign currency transactions that are of a long-term nature, when the entities to the transaction are consolidated, combined, or accounted for by the equity method in the reporting enterprise's financial statements. Includes the gain (loss) on a derivative instrument or nonderivative financial instrument that may give rise to a foreign currency transaction gain (loss) and that have been designated and have qualified as hedging instruments for hedges of the foreign currency exposure of a net investment in a foreign operation.

+ References

+ Details

- Definition

This element represents Other Comprehensive Income or Loss, Net of Tax, for the period. Includes deferred gains or losses on qualifying hedges, unrealized holding gains or losses on available-for-sale securities, minimum pension liability, and cumulative translation adjustment. While for technical reasons this element has no balance attribute, the default assumption is a credit balance consistent with its label.

+ References

+ Details

- Definition

Appreciation or loss in value (before reclassification adjustment) of the total of unsold securities during the period being reported on, net of tax. Reclassification adjustments include: (1) the unrealized holding gain (loss), net of tax, at the date of the transfer for a debt security from the held-to-maturity category transferred into the available-for-sale category. Also includes the unrealized gain (loss) at the date of transfer for a debt security from the available-for-sale category transferred into the held-to-maturity category; (2) the unrealized gains (losses) realized upon the sale of securities, after tax; and (3) the unrealized gains (losses) realized upon the write-down of securities, after tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 115
-Paragraph 13
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 24
-Subparagraph b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 17, 22
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=6920043&loc=d3e637-108580

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=6920043&loc=d3e653-108580

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 55
-Paragraph 2
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=6920433&loc=d3e998-108581

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph c(3)
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 29
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph A1, A4, A5
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 5
-Subparagraph b
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4K
-URI http://asc.fasb.org/extlink&oid=6922042&loc=SL4591552-111686

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 19
-URI http://asc.fasb.org/extlink&oid=6921628&loc=SL4569616-111683

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4J
-URI http://asc.fasb.org/extlink&oid=6922042&loc=SL4591551-111686

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (a),(c)
-URI http://asc.fasb.org/extlink&oid=6921930&loc=SL4573702-111684

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Research Bulletin (ARB)
-Number 51
-Paragraph 38
-Subparagraph c(1)
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

Comprehensive Income (Loss) (Components of Accumulated Other Comprehensive Loss) (Details) - USD ($) $ in Thousands	Jun. 30, 2011	Dec. 31, 2010
Comprehensive Income (Loss)
Cumulative foreign currency translation adjustment	$ (21,563)	$ (22,262)
Unrealized loss on hedges, net	(6,393)	(16,796)
Accumulated other comprehensive loss	$ (27,956)	$ (39,058)

- Definition

Accumulated adjustment, net of tax, that results from the process of translating subsidiary financial statements and foreign equity investments into the reporting currency from the functional currency of the reporting entity, net of reclassification of realized foreign currency translation gains or losses.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 12
-Paragraph 10
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 130
-Paragraph 17, 18, 19, 22, 23, 24, 25, 26
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 133
-Paragraph 45
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 52
-Paragraph 12, 13
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 52
-Paragraph 31
-Subparagraph a
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=6920043&loc=d3e637-108580

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 45
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=6915805&loc=d3e32022-110900

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 830
-SubTopic 30
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
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-Paragraph 14
-URI http://asc.fasb.org/extlink&oid=6920043&loc=d3e681-108580

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 13
-URI http://asc.fasb.org/extlink&oid=6920043&loc=d3e653-108580

+ Details

- Definition

Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.

+ References

+ Details

Earnings Per Share (Computations of Basic and Diluted EPS) (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Net income (loss) applicable to common shareholders	$ 41,313	$ (85,551)	$ 67,170	$ (103,442)
Less: Undistributed net income allocable to participating securities	(514)	0	(850)
Net Income Loss Available To Common Stockholders Basic Net Of Distributions To Securities	$ 40,799	$ (85,551)	$ 66,320	$ (103,442)
Weighted average number of shares outstanding - basic	104,673	104,125	104,573	103,610
Stock options, Income	$ 0	$ 0	$ 0	$ 0
Stock options, Shares	106	0	90	0
Undistributed earnings reallocated to participating securities, value	$ 3	$ 0	$ 4	$ 0
Undistributed earnings reallocated to participating securities, shares	0	0	0	0
Convertible Senior Notes, Value	$ 0	$ 0	$ 0	$ 0
Convertible Senior Notes, Shares	0	0	0	0
Convertible preferred stock	$ 10	$ 0	$ 20	$ 0
Convertible preferred stock, Shares	361	0	361	0
Net income (loss) per common share - Diluted	$ 40,812	$ (85,551)	$ 66,344	$ (103,442)
Weighted Average Number of Shares Outstanding, Diluted, Total	105,140	104,125	105,024	103,610
Helix [Member]
Net income (loss) applicable to common shareholders	$ 41,292	$ (81,156)	$ 67,097	$ (95,128)

Earnings Per Share (Excluded Securities on Diluted Shares Calculation) (Details) - shares	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Diluted	105,140,000	104,125,000	105,024,000	103,610,000
Total		105,414,000		105,379,000
Dilutive securities				0
Stock Options [Member]
Anti-dilutive securities		94,000		80,000
Convertible Preferred Stock [Member]
Anti-dilutive securities		1,195,000		1,689,000

- Definition

Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 128
-Paragraph 13, 14
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 128
-Paragraph 171
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 128
-Paragraph 40
-Subparagraph c
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=6371337&loc=d3e3550-109257

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Diluted Earnings Per Share
-URI http://asc.fasb.org/extlink&oid=6510752

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Contingent Stock Agreement
-URI http://asc.fasb.org/extlink&oid=6508534

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Antidilution
-URI http://asc.fasb.org/extlink&oid=6505113

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Emerging Issues Task Force (EITF)
-Number 07-4
-Paragraph 4
-LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy.

+ Details

- Definition

The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.

+ References + Details

Stock-Based Compensation Plans (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010
Stock-Based Compensation Plans
Shares available for grant	967,435		967,435
Compensation cost related to restricted shares	$ 2.0	$ 2.1	$ 4.9	$ 4.6
Compensation expense	1.6	$ 0.9	4.6	$ 2.6
Liability long term incentive compensation plan	6.6		6.6		$ 7.9
Liability long term incentive compensation plan variable portion	$ 5.7		$ 5.7		$ 6.2

Stock-Based Compensation Plans (Restricted Shares Granted) (Details)	6 Months Ended
	Jun. 30, 2011 $ / shares shares
Grant Share Amount A [Member]
Restricted share grants, Date of Grant	January 4, 2011
Restricted share grants, Shares \| shares	475,804
Restricted share grants Market Value Per Share \| $ / shares	$ 12.14
Restricted share grants vesting percentage	20.00%
Restricted share grants Vesting Period, in years	five
Grant Share Amount B [Member]
Restricted share grants, Date of Grant	January 4, 2011
Restricted share grants, Shares \| shares	4,427
Restricted share grants Market Value Per Share \| $ / shares	$ 12.14
Restricted share grants vesting percentage	100.00%
Restricted stock, vesting date	<font class="_mt">January 1, 2013</font> <font style="color: black;" class="_mt"> </font>
Grant Share Amount C [Member]
Restricted share grants, Date of Grant	April 1, 2011
Restricted share grants, Shares \| shares	2,907
Restricted share grants Market Value Per Share \| $ / shares	$ 17.20
Restricted share grants vesting percentage	100.00%
Restricted stock, vesting date	January 1, 2013
Grant Share Amount D [Member]
Restricted share grants, Date of Grant	May 11, 2011
Restricted share grants, Shares \| shares	21,608
Restricted share grants Market Value Per Share \| $ / shares	$ 16.14
Restricted share grants vesting percentage	20.00%
Restricted share grants Vesting Period, in years	five

Business Segment Information (Schedule of Segment Reporting Information by Segment) (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2011

Jun. 30, 2010

Mar. 31, 2010

Jun. 30, 2011

Jun. 30, 2010

Revenues

$ 338,319

$ 299,262

$ 629,926

$ 500,832

Oil and gas

172,458

102,586

341,317

193,301

Income (loss) from operations

76,418

(116,896)

128,529

(125,294)

Settlement of a third party claim

$ 13,800

Settlement of claims

$ 17,500

Contracting Services [Member]

Revenues

171,353

202,317

302,890

356,517

Income (loss) from operations

30,565

43,781

33,831

71,267

Production Facilities [Member]

Revenues

20,545

21,391

36,115

22,711

Income (loss) from operations

^[1]

11,920

12,977

17,876

12,940

Oil and Gas [Member]

Oil and gas

172,458

102,586

341,317

193,301

Income (loss) from operations

43,064

(154,943)

96,304

(155,607)

Corporate [Member]

Income (loss) from operations

^[2]

(9,112)

(12,597)

(19,553)

(35,475)

Intercompany Elimination [Member]

Revenues

(26,037)

(27,032)

(50,396)

(71,697)

Income (loss) from operations

$ (19)

$ (6,114)

$ 71

$ (18,419)

[1]	In April 2009, Kommandor LLC commenced leasing the HP I to us under terms of a charter arrangement following the completion of the initial conversion of the vessel (Note 8 of our 2010 Form 10-K). The HP I was certified as a floating oil and gas production unit in June 2010 following the completion of installation of oil and gas processing facilities on the vessel.
[2]	The six-month period ended June 30, 2010, included $13.8 million of $17.5 million settlement of a third party claim against us in March 2010 (Note 14).

Business Segment Information (Summary of Intercompany Segment Revenues) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Intercompany segment revenues	$ 26,037	$ 27,032	$ 50,396	$ 71,697
Contracting Services [Member]
Intercompany segment revenues	14,295	24,426	27,164	68,167
Production Facilities [Member]
Intercompany segment revenues	$ 11,742	$ 2,606	$ 23,232	$ 3,530

Business Segment Information (Intercompany Segment Gross Profit (Losses)) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Gross profit (loss) with other operating segments of same entity	$ 19	$ 6,114	$ (71)	$ 18,436
Contracting Services [Member]
Gross profit (loss) with other operating segments of same entity	63	3,701	39	15,143
Production Facilities [Member]
Gross profit (loss) with other operating segments of same entity	$ (44)	$ 2,413	$ (110)	$ 3,293

Business Segment Information (Summary of Identifiable Assets) (Details) - USD ($) $ in Thousands	Jun. 30, 2011	Dec. 31, 2010
Total assets	$ 3,560,637	$ 3,592,020
Contracting Services [Member]
Total assets	1,869,593	1,856,016
Production Facilities [Member]
Total assets	518,220	512,990
Oil and Gas [Member]
Total assets	$ 1,172,824	$ 1,223,014

Related Party Transactions (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended		6 Months Ended
	Apr. 30, 2000	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Related Party Transactions
Percentage of working interests acquired	20.00%
Financing exploratory costs	$ 20.0
Royalty interest	25.00%
Related party payments		$ 2.7	$ 3.0	$ 5.1	$ 6.1
Partnership interests				80.70%

Commitments and Contingencies (Details) $ in Thousands, $ in Millions		1 Months Ended		3 Months Ended				6 Months Ended		12 Months Ended
	Mar. 31, 2009 AUD ($)	Apr. 30, 2010 AUD ($)	Mar. 31, 2009 USD ($)	Jun. 30, 2011 USD ($)	Mar. 31, 2011 USD ($)	Jun. 30, 2010 USD ($)	Mar. 31, 2010 USD ($)	Jun. 30, 2011 USD ($)	Jun. 30, 2010 USD ($)	Dec. 31, 2010 USD ($)
Approximate actual damages	$ 32		$ 12,000
Damage claims paid		$ 15
Settlement of claims							$ 17,500
Payments for litigation settlements							13,800
Remaining trade receivable write off							$ 3,700
Approximate pre-tax loss				$ 58,280		$ (137,439)		$ 94,465	$ (162,002)
Accounts receivable, net				212,406				212,406		$ 177,293
Trade receivables collected								303,000
Value added tax assessment								28,000
Helix [Member]
Approximate pre-tax loss				36,512		$ (82,994)		55,154	$ (101,702)
Accounts receivable, net				54,325				54,325		61,846
Australian Subsidiary [Member]
Approximate pre-tax loss					$ 200					$ 30,000
Accounts receivable, net				$ 6,700				$ 6,700

Fair Value Measurements (Narrative) (Details) $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2011 USD ($)	Jun. 30, 2010 USD ($)	Mar. 31, 2010 USD ($)	Jun. 30, 2011 USD ($)	Jun. 30, 2010 USD ($)
Oil and gas property impairments	$ 22,721	$ 159,862	$ 7,000	$ 22,721	$ 170,974
Aggregate fair value of properties	$ 2,900	$ 62,500	$ 28,200	$ 2,900	$ 62,500
Natural Gas Properties [Member]
Number of properties impaired			3		15
US Impairments [Member]
Oil and gas property impairments					$ 159,900
UK Impairments [Member]
Oil and gas property impairments			$ 7,000

Fair Value Measurements (Assets and Liabilities Measured at Fair Value on a Recurring Basis) (Details) - USD ($)
$ in Thousands

Jun. 30, 2011

Jun. 30, 2010

Mar. 31, 2010

Assets

$ 2,900

$ 62,500

$ 28,200

Total net liability

^[1]

1,314,591

Long-term debt, Fair Value

1,304,590

Long-term debt, Carrying Value

1,261,766

Level 1[Member]

Total net liability

^[1]

1,182,173

Level 2 [Member]

Total net liability

^[1],[2]

132,418

Level 3 [Member]

Total net liability

^[1]

Interest Rate Swap [Member]

Liabilities

^[1]

1,157

Interest Rate Swap [Member] | Level 1[Member]

Liabilities

^[1]

Interest Rate Swap [Member] | Level 2 [Member]

Liabilities

^[1],[2]

1,157

Interest Rate Swap [Member] | Level 3 [Member]

Liabilities

^[1]

Oil and Gas Swaps and Collars [Member]

Assets

^[1]

7,531

Liabilities

^[1]

16,680

Oil and Gas Swaps and Collars [Member] | Level 1[Member]

Assets

^[1]

Liabilities

^[1]

Oil and Gas Swaps and Collars [Member] | Level 2 [Member]

Assets

^[1],[2]

7,531

Liabilities

^[1],[2]

16,680

Oil and Gas Swaps and Collars [Member] | Level 3 [Member]

Assets

^[1]

Liabilities

^[1]

Foreign Currency Forwards [Member]

Assets

305

Foreign Currency Forwards [Member] | Level 1[Member]

Assets

Foreign Currency Forwards [Member] | Level 2 [Member]

Assets

^[2]

305

Foreign Currency Forwards [Member] | Level 3 [Member]

Assets

Fair Value of Long Term Debt [Member]

Liabilities

^[3]

1,304,590

Fair Value of Long Term Debt [Member] | Level 1[Member]

Liabilities

^[3]

1,182,173

Fair Value of Long Term Debt [Member] | Level 2 [Member]

Liabilities

^[2],[3]

122,417

Fair Value of Long Term Debt [Member] | Level 3 [Member]

Liabilities

^[3]

$ 0

[1]	Income Approach. Techniques to convert expected future cash flows to a single present amount based on market expectations (including present value techniques, option-pricing and excess earnings models).
[2]	Unless otherwise indicated, the fair value of our Level 2 derivative instruments reflects our best estimate and is based upon exchange or over-the-counter quotations whenever they are available. Quoted valuations may not be available due to location differences or terms that extend beyond the period for which quotations are available. Where quotes are not available, we utilize other valuation techniques or models to estimate market values. These modeling techniques require us to make estimations of future prices, price correlation and market volatility and liquidity. Our actual results may differ from our estimates, and these differences can be positive or negative.
[3]	We have elected not to record our debt at fair value in the accompanying condensed consolidated balance sheets. See Note 7 for additional information regarding our long term debt. The fair value of our long term debt at June 30, 2011 is as follows:

Fair Value Measurements (Fair Value of Long Term Debt) (Details) - USD ($)
$ in Thousands

6 Months Ended

Jun. 30, 2011

Mar. 31, 2005

Long-term debt, Fair Value

$ 1,304,590

Long-term debt, Carrying Value

1,261,766

Debt Instrument, Unamortized Discount

^[1]

14,114

Revolving Credit Facility [Member]

Long-term debt, Fair Value

Long-term debt, Carrying Value

$ 0

Long term debt, Maturity Date

July 2015

Term Loan [Member]

Long-term debt, Fair Value

$ 299,998

Long-term debt, Carrying Value

$ 299,250

Long term debt, Maturity Date

July 2015

Convertible Senior Notes [Member]

Long-term debt, Fair Value

$ 299,175

Long-term debt, Carrying Value

$ 300,000

^[2]

$ 300,000

Long term debt, Maturity Date

March 2025

Debt Instrument, Unamortized Discount

^[1],[3]

$ 14,114

Senior Unsecured Notes [Member]

Long-term debt, Fair Value

583,000

Long-term debt, Carrying Value

$ 550,000

Long term debt, Maturity Date

January 2016

Debt Instrument, Unamortized Discount

^[1]

$ 0

MARAD Debt [Member]

Long-term debt, Fair Value

^[4]

122,417

Long-term debt, Carrying Value

^[4]

$ 112,516

Long term debt, Maturity Date

February 2027

Debt Instrument, Unamortized Discount

^[1]

$ 0

[1]	The notes will increase to the $300 million face amount through accretion of non-cash interest charges through 2012.
[2]	Amount excludes the $14.1 million of unamortized discount recorded on the Convertible Senior Notes at June 30, 2011.
[3]	Beginning in December 2012, the holders may require us to repurchase the notes or we may at our own option elect to repurchase the notes. The notes will mature in March 2025.
[4]	The estimated fair value of all debt, other than MARAD Debt, was determined using level 1 inputs using the market approach. The fair value of the MARAD debt was determined using a third party evaluation of the remaining average life and outstanding principal balance of the MARAD indebtedness as compared to other governmental obligations in the market place with similar terms. The fair value of the MARAD debt was estimated using level 2 fair value inputs using the cost approach.

Derivative Instruments and Hedging Activities (Narrative) (Details) bbl in Thousands, Unit12 in Millions, $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2011 USD ($) bbl	Jun. 30, 2011 USD ($)	Jan. 31, 2010 USD ($)
Derivative Instruments and Hedging Activities
Contracts no longer qualified for hedge accounting oil volume \| bbl	480
Total volume of oil units	3.5	3.5
Total volume of natural gas units	9,400.0	9,400.0
Term loans payable \| $	$ 200	$ 200	$ 200
Contract maturity period		January 2012

Derivative Instruments and Hedging Activities (Volumes Under Derivative Contracts Related to Oil and Gas Producing Activities) (Details)	6 Months Ended
	Jun. 30, 2011
Maximum [Member] \| Natural Gas [Member] \| Collar [Member]
Weighted Average Price	5.09
Minimum [Member] \| Natural Gas [Member] \| Collar [Member]
Weighted Average Price	4.75
Current Remaining Year [Member] \| Swap [Member]
Average Monthly Volumes	725,800,000
Current Remaining Year [Member] \| Crude Oil [Member] \| Swap [Member]
Average Monthly Volumes	175,800
Weighted Average Price	82.49
Current Remaining Year [Member] \| Crude Oil [Member] \| Collar [Member]
Average Monthly Volumes	53,300
Current Remaining Year [Member] \| Natural Gas [Member] \| Swap [Member]
Weighted Average Price	4.97
Current Remaining Year [Member] \| Maximum [Member] \| Crude Oil [Member] \| Collar [Member]
Weighted Average Price	124.70
Current Remaining Year [Member] \| Minimum [Member] \| Crude Oil [Member] \| Collar [Member]
Weighted Average Price	95.00
Current Year [Member] \| Crude Oil [Member] \| Collar [Member]
Average Monthly Volumes	12,500
Current Year [Member] \| Maximum [Member] \| Crude Oil [Member] \| Henry Hub [Member] \| Collar [Member]
Weighted Average Price	122.80
Current Year [Member] \| Minimum [Member] \| Crude Oil [Member] \| Henry Hub [Member] \| Collar [Member]
Weighted Average Price	100.00
Next Year [Member] \| Swap [Member]
Average Monthly Volumes	250,000,000
Next Year [Member] \| Collar [Member]
Average Monthly Volumes	166,700,000
Next Year [Member] \| Crude Oil [Member] \| Collar [Member]
Average Monthly Volumes	75,000
Next Year [Member] \| Crude Oil [Member] \| Collar 2 [Member]
Average Monthly Volumes	91,700
Next Year [Member] \| Natural Gas [Member] \| Swap [Member]
Weighted Average Price	4.77
Next Year [Member] \| Maximum [Member] \| Crude Oil [Member] \| Collar [Member]
Weighted Average Price	118.57
Next Year [Member] \| Maximum [Member] \| Crude Oil [Member] \| Henry Hub [Member] \| Collar 2 [Member]
Weighted Average Price	120.25
Next Year [Member] \| Minimum [Member] \| Crude Oil [Member] \| Collar [Member]
Weighted Average Price	96.67
Next Year [Member] \| Minimum [Member] \| Crude Oil [Member] \| Henry Hub [Member] \| Collar 2 [Member]
Weighted Average Price	100.00

Derivative Instruments and Hedging Activities (Derivatives Designated as Hedging Instruments) (Details) - USD ($) $ in Thousands	Jun. 30, 2011	Dec. 31, 2010
Asset derivatives designated as hedging instruments	$ 7,531	$ 5,324
Liability derivatives designated as hedging instruments	17,837	31,634
Other Current Assets [Member] \| Oil Contract [Member]
Asset derivatives designated as hedging instruments	3,381	0
Other Current Assets [Member] \| Natural Gas Contracts [Member]
Asset derivatives designated as hedging instruments	2,302	5,324
Other Assets, Net [Member] \| Oil Contract [Member]
Asset derivatives designated as hedging instruments	1,816	0
Other Assets, Net [Member] \| Natural Gas Contracts [Member]
Asset derivatives designated as hedging instruments	32	0
Other Assets, Net [Member] \| Interest Rate Swap [Member]
Asset derivatives designated as hedging instruments	0	0
Other Liabilities [Member] \| Oil Contract [Member]
Liability derivatives designated as hedging instruments	399	0
Other Liabilities [Member] \| Natural Gas Contracts [Member]
Liability derivatives designated as hedging instruments	226	913
Other Liabilities [Member] \| Interest Rate Swap [Member]
Liability derivatives designated as hedging instruments	0	115
Accrued Liabilities [Member] \| Oil Contract [Member]
Liability derivatives designated as hedging instruments	16,055	28,855
Accrued Liabilities [Member] \| Interest Rate Swap [Member]
Liability derivatives designated as hedging instruments	$ 1,157	$ 1,751

Derivative Instruments and Hedging Activities (Derivatives Not Designated as Hedging Instruments) (Details) - USD ($) $ in Thousands	Jun. 30, 2011	Dec. 31, 2010
Asset derivatives not designated as hedging instruments	$ 305	$ 190
Liability derivatives not designated as hedging instruments	0	0
Other Current Assets [Member] \| Foreign Exchange Forward [Member]
Asset derivatives not designated as hedging instruments	305	148
Other Assets, Net [Member] \| Foreign Exchange Forward [Member]
Asset derivatives not designated as hedging instruments	$ 0	$ 42

Derivative Instruments and Hedging Activities (Impact of Derivative Instruments on Accumulated Comprehensive Income (Loss)) (Details) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2011

Jun. 30, 2010

Jun. 30, 2011

Jun. 30, 2010

Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)

^[1]

$ 20,970

$ 2,063

$ 10,403

$ 16,103

Oil and Natural Gas Commodity Contract [Member]

Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)

^[1]

20,720

2,575

9,942

17,205

Interest Rate Swap [Member]

Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)

^[1]

$ 250

$ (512)

$ 461

$ (1,102)

[1]

All unrealized gains (losses) related to our derivatives are expected to be reclassified into earnings by no later than December 31, 2012. The last of our interest swaps will mature in January 2012 and we have foreign exchange forwards and oil and natural gas commodity contracts that have maturities through June and December 2012, respectively.

Derivative Instruments and Hedging Activities (Gain (Loss) Reclassified from Accumulated OCI into Income) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	$ (12,451)	$ 9,194	$ (19,256)	$ 9,577
Oil and Natural Gas Commodity Contract [Member] \| Oil and Gas Revenue [Member]
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	(11,860)	9,663	(18,185)	10,464
Interest Rate Swap [Member] \| Net Interest Expense and Other [Member]
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	$ (591)	$ (469)	$ (1,071)	$ (887)

Derivative Instruments and Hedging Activities (Impact of Non Designated Derivative Instruments on Income Statement) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Gain (Loss) Recognized in Income on Derivatives	$ 6	$ 2,084	$ 614	$ (823)
Natural Gas Contracts [Member] \| Gain On Oil and Gas Derivative Contracts [Member]
Gain (Loss) Recognized in Income on Derivatives	0	2,482	0	2,482
Foreign Exchange Forward [Member] \| Other Expense [Member]
Gain (Loss) Recognized in Income on Derivatives	$ 6	$ (398)	$ 614	$ (3,305)

- Definition

The amount of net gains and losses recognized in income during the period on derivative instruments designated and qualifying as hedging instruments in fair value hedges and related hedged items designated and qualifying in fair value hedges, on derivative instruments designated and qualifying as hedging instruments in cash flow hedges, and on derivative instruments not designated as hedging instruments.

+ References + Details

Condensed Consolidated Guarantor and Non-Guarantor Financial Information (Schedule of Condensed Consolidating Balance Sheets) (Details) - USD ($) $ in Thousands	Jun. 30, 2011	Dec. 31, 2010	Jun. 30, 2010	Dec. 31, 2009
Cash and cash equivalents	$ 414,189	$ 391,085	$ 270,001	$ 270,673
Accounts receivable, net	212,406	177,293
Unbilled revenue	20,303	49,411
Income taxes receivable	9,059	6,099
Other current assets	101,275	116,966
Total current assets	757,232	740,854
Intercompany	0	0
Property and equipment, net	2,475,310	2,527,080
Equity investments in unconsolidated affiliates	188,772	187,031
Equity investments in affiliates	0	0
Goodwill, net	62,902	62,494
Other assets, net	76,421	74,561
Due from subsidiaries/parent	0	0
Total assets	3,560,637	3,592,020
Accounts payable	148,142	159,381
Accrued liabilities	190,226	198,237
Income taxes payable	0	0
Current maturities of long-term debt	7,759	10,179
Total current liabilities	346,127	367,797
Long-term debt, noncurrent	1,239,893	1,347,753
Deferred income taxes	431,821	413,639
Asset retirement obligations	166,458	170,410
Other long-term liabilities	5,432	5,777
Due to parent	0	0
Total liabilities	2,189,731	2,305,376
Convertible preferred stock	1,000	1,000
Total equity	1,369,906	1,285,644
Total liabilities and shareholders' equity	3,560,637	3,592,020
Helix [Member]
Cash and cash equivalents	387,772	376,434	251,755	258,742
Accounts receivable, net	54,325	61,846
Unbilled revenue	2,219	11,990
Income taxes receivable	63,514	19,334
Other current assets	47,610	63,306
Total current assets	555,440	532,910
Intercompany	1,294	1,906
Property and equipment, net	221,300	217,153
Equity investments in unconsolidated affiliates	0	0
Equity investments in affiliates	1,947,501	1,998,289
Goodwill, net	0	0
Other assets, net	48,499	43,971
Due from subsidiaries/parent	90,965	95,398
Total assets	2,864,999	2,889,627
Accounts payable	41,121	60,308
Accrued liabilities	58,787	58,074
Income taxes payable	0	0
Current maturities of long-term debt	3,000	4,326
Total current liabilities	102,908	122,708
Long-term debt, noncurrent	1,132,136	1,237,587
Deferred income taxes	213,232	185,453
Asset retirement obligations	0	0
Other long-term liabilities	1,335	1,421
Due to parent	0	0
Total liabilities	1,449,611	1,547,169
Convertible preferred stock	1,000	1,000
Total equity	1,414,388	1,341,458
Total liabilities and shareholders' equity	2,864,999	2,889,627
Guarantors [Member]
Cash and cash equivalents	2,413	3,294	5,035	2,522
Accounts receivable, net	106,506	91,659
Unbilled revenue	0	0
Income taxes receivable	0	0
Other current assets	42,191	49,557
Total current assets	151,110	144,510
Intercompany	294,433	263,920
Property and equipment, net	1,554,186	1,605,906
Equity investments in unconsolidated affiliates	0	0
Equity investments in affiliates	28,432	29,899
Goodwill, net	45,107	45,107
Other assets, net	38,119	38,324
Due from subsidiaries/parent	275,900	105,434
Total assets	2,387,287	2,233,100
Accounts payable	82,403	56,107
Accrued liabilities	96,184	107,874
Income taxes payable	84,684	36,678
Current maturities of long-term debt	0	0
Total current liabilities	263,271	200,659
Long-term debt, noncurrent	0	0
Deferred income taxes	126,992	135,101
Asset retirement obligations	166,458	170,410
Other long-term liabilities	3,480	3,691
Due to parent	0	0
Total liabilities	560,201	509,861
Convertible preferred stock	0	0
Total equity	1,827,086	1,723,239
Total liabilities and shareholders' equity	2,387,287	2,233,100
Non-Guarantors [Member]
Cash and cash equivalents	24,004	11,357	13,211	9,409
Accounts receivable, net	51,575	23,788
Unbilled revenue	18,084	37,421
Income taxes receivable	13,075	7,195
Other current assets	12,712	12,889
Total current assets	119,450	92,650
Intercompany	(212,007)	(171,513)
Property and equipment, net	704,756	709,082
Equity investments in unconsolidated affiliates	188,772	187,031
Equity investments in affiliates	0	0
Goodwill, net	17,795	17,387
Other assets, net	19,639	21,900
Due from subsidiaries/parent	0	0
Total assets	838,405	856,537
Accounts payable	24,618	42,966
Accrued liabilities	35,255	32,289
Income taxes payable	0	0
Current maturities of long-term debt	4,759	14,301
Total current liabilities	64,632	89,556
Long-term debt, noncurrent	107,757	110,166
Deferred income taxes	97,650	98,968
Asset retirement obligations	0	0
Other long-term liabilities	617	665
Due to parent	116,451	120,884
Total liabilities	387,107	420,239
Convertible preferred stock	0	0
Total equity	451,298	436,298
Total liabilities and shareholders' equity	838,405	856,537
Consolidating Entries [Member]
Cash and cash equivalents	0	0	$ 0	$ 0
Accounts receivable, net	0	0
Unbilled revenue	0	0
Income taxes receivable	(67,530)	(20,430)
Other current assets	(1,238)	(8,786)
Total current assets	(68,768)	(29,216)
Intercompany	(83,720)	(94,313)
Property and equipment, net	(4,932)	(5,061)
Equity investments in unconsolidated affiliates	0	0
Equity investments in affiliates	(1,975,933)	(2,028,188)
Goodwill, net	0	0
Other assets, net	(29,836)	(29,634)
Due from subsidiaries/parent	(366,865)	(200,832)
Total assets	(2,530,054)	(2,387,244)
Accounts payable	0	0
Accrued liabilities	0	0
Income taxes payable	(84,684)	(36,678)
Current maturities of long-term debt	0	(8,448)
Total current liabilities	(84,684)	(45,126)
Long-term debt, noncurrent	0	0
Deferred income taxes	(6,053)	(5,883)
Asset retirement obligations	0	0
Other long-term liabilities	0	0
Due to parent	(116,451)	(120,884)
Total liabilities	(207,188)	(171,893)
Convertible preferred stock	0	0
Total equity	(2,322,866)	(2,215,351)
Total liabilities and shareholders' equity	$ (2,530,054)	$ (2,387,244)

Condensed Consolidated Guarantor and Non-Guarantor Financial Information (Schedule of Condensed Consolidating Statements of Operations) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Net revenues	$ 338,319	$ 299,262	$ 629,926	$ 500,832
Cost of sales	238,121	394,080	452,652	569,794
Gross profit (loss)	100,198	(94,818)	177,274	(68,962)
Gain on oil & gas derivative contracts	0	2,482	0	2,482
Gain (loss) on sale or acquisition of assets	(22)	(14)	(6)	6,233
Selling and administrative expenses	(23,758)	(24,546)	(48,739)	(65,047)
Income (loss) from operations	76,418	(116,896)	128,529	(125,294)
Equity in earnings of investments	5,887	1,656	11,537	6,711
Net interest expense and other	(24,025)	(22,199)	(45,601)	(43,419)
Income (loss) before income taxes	58,280	(137,439)	94,465	(162,002)
Provision (benefit) for income taxes	16,171	(52,366)	25,721	(59,927)
Net income (loss), including noncontrolling interests	42,109	(85,073)	68,744	(102,075)
Less net income applicable to noncontrolling interests	(786)	(444)	(1,554)	(1,273)
Preferred stock dividends	(10)	(34)	(20)	(94)
Net income (loss) applicable to Helix common shareholders	41,313	(85,551)	67,170	(103,442)
Helix [Member]
Net revenues	20,545	33,670	36,127	54,692
Cost of sales	15,123	18,158	31,716	31,492
Gross profit (loss)	5,422	15,512	4,411	23,200
Gain on oil & gas derivative contracts	0	0	0	0
Gain (loss) on sale or acquisition of assets	(22)	0	(6)	0
Selling and administrative expenses	(9,574)	(13,583)	(20,760)	(37,458)
Income (loss) from operations	(4,174)	1,929	(16,355)	(14,258)
Equity in earnings of investments	58,929	(69,604)	107,036	(64,736)
Net interest expense and other	(18,243)	(15,319)	(35,527)	(22,708)
Income (loss) before income taxes	36,512	(82,994)	55,154	(101,702)
Provision (benefit) for income taxes	(4,790)	(1,872)	(11,963)	(6,668)
Net income (loss), including noncontrolling interests	41,302	(81,122)	67,117	(95,034)
Less net income applicable to noncontrolling interests	0	0	0	0
Preferred stock dividends	(10)	(34)	(20)	(94)
Net income (loss) applicable to Helix common shareholders	41,292	(81,156)	67,097	(95,128)
Guarantors [Member]
Net revenues	247,855	186,247	489,897	355,970
Cost of sales	173,897	317,157	339,128	457,199
Gross profit (loss)	73,958	(130,910)	150,769	(101,229)
Gain on oil & gas derivative contracts	0	2,482	0	2,482
Gain (loss) on sale or acquisition of assets	0	0	0	287
Selling and administrative expenses	(9,915)	(7,834)	(19,951)	(17,915)
Income (loss) from operations	64,043	(136,262)	130,818	(116,375)
Equity in earnings of investments	4,194	3,612	(1,468)	3,105
Net interest expense and other	(5,890)	(5,002)	(10,599)	(12,568)
Income (loss) before income taxes	62,347	(137,652)	118,751	(125,838)
Provision (benefit) for income taxes	20,319	(49,351)	42,060	(45,136)
Net income (loss), including noncontrolling interests	42,028	(88,301)	76,691	(80,702)
Less net income applicable to noncontrolling interests	0	0	0	0
Preferred stock dividends	0	0	0	0
Net income (loss) applicable to Helix common shareholders	42,028	(88,301)	76,691	(80,702)
Non-Guarantors [Member]
Net revenues	92,926	100,086	150,802	145,058
Cost of sales	71,730	72,345	128,008	122,302
Gross profit (loss)	21,196	27,741	22,794	22,756
Gain on oil & gas derivative contracts	0	0	0	0
Gain (loss) on sale or acquisition of assets	0	(14)	0	5,946
Selling and administrative expenses	(4,658)	(3,531)	(8,812)	(10,576)
Income (loss) from operations	16,538	24,196	13,982	18,126
Equity in earnings of investments	5,887	1,656	11,537	6,711
Net interest expense and other	108	(1,878)	525	(8,143)
Income (loss) before income taxes	22,533	23,974	26,044	16,694
Provision (benefit) for income taxes	637	1,221	(4,404)	(3,650)
Net income (loss), including noncontrolling interests	21,896	22,753	30,448	20,344
Less net income applicable to noncontrolling interests	0	0	0	0
Preferred stock dividends	0	0	0	0
Net income (loss) applicable to Helix common shareholders	21,896	22,753	30,448	20,344
Consolidating Entries [Member]
Net revenues	(23,007)	(20,741)	(46,900)	(54,888)
Cost of sales	(22,629)	(13,580)	(46,200)	(41,199)
Gross profit (loss)	(378)	(7,161)	(700)	(13,689)
Gain on oil & gas derivative contracts	0	0	0	0
Gain (loss) on sale or acquisition of assets	0	0	0	0
Selling and administrative expenses	389	402	784	902
Income (loss) from operations	11	(6,759)	84	(12,787)
Equity in earnings of investments	(63,123)	65,992	(105,568)	61,631
Net interest expense and other	0	0	0	0
Income (loss) before income taxes	(63,112)	59,233	(105,484)	48,844
Provision (benefit) for income taxes	5	(2,364)	28	(4,473)
Net income (loss), including noncontrolling interests	(63,117)	61,597	(105,512)	53,317
Less net income applicable to noncontrolling interests	(786)	(444)	(1,554)	(1,273)
Preferred stock dividends	0	0	0	0
Net income (loss) applicable to Helix common shareholders	$ (63,903)	$ 61,153	$ (107,066)	$ 52,044

Condensed Consolidated Guarantor and Non-Guarantor Financial Information (Schedule of Condensed Consolidating Statements of Cash Flows) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Net income (loss), including noncontrolling interests	$ 42,109	$ (85,073)	$ 68,744	$ (102,075)
Equity in earnings of affiliates			0	0
Other adjustments			181,829	238,475
Net cash provided by operating activities			250,573	136,400
Capital expenditures			(106,122)	(135,612)
Investments In Equity Investments			(2,699)	(6,307)
Distributions from equity investments, net			1,593	8,132
Proceeds from sale of Cal Dive common stock			3,588	0
Insurance recovery			0	16,106
Decrease (increase) in restricted cash			863	109
Net cash used in investing activities			(102,777)	(117,572)
Repayments of debt			(114,698)	(5,733)
Deferred financing costs			(9,014)	(2,792)
Preferred stock dividends paid			(20)	(94)
Repurchases of common stock			(1,012)	(9,127)
Excess tax benefit from stock-based compensation			(1,196)	(2,163)
Exercise of stock options, net			1,672	163
Intercompany financing			0	0
Net cash used in financing activities			(124,268)	(19,746)
Effect of exchange rate changes on cash and cash equivalents			(424)	246
Net increase (decrease) in cash and cash equivalents			23,104	(672)
Balance, beginning of year			391,085	270,673
Balance, end of period	414,189	270,001	414,189	270,001
Helix [Member]
Net income (loss), including noncontrolling interests	41,302	(81,122)	67,117	(95,034)
Equity in earnings of affiliates			(107,036)	64,736
Other adjustments			21,261	17,776
Net cash provided by operating activities			(18,658)	(12,522)
Capital expenditures			(15,699)	(47,963)
Investments In Equity Investments			0	0
Distributions from equity investments, net			0	0
Proceeds from sale of Cal Dive common stock			3,588
Insurance recovery				7,020
Decrease (increase) in restricted cash			0	0
Net cash used in investing activities			(12,111)	(40,943)
Repayments of debt			(111,191)	(2,163)
Deferred financing costs			(9,014)	(2,792)
Preferred stock dividends paid			(20)	(94)
Repurchases of common stock			(1,012)	(9,127)
Excess tax benefit from stock-based compensation			(1,196)	(2,163)
Exercise of stock options, net			1,672	163
Intercompany financing			162,868	62,654
Net cash used in financing activities			42,107	46,478
Effect of exchange rate changes on cash and cash equivalents			0	0
Net increase (decrease) in cash and cash equivalents			11,338	(6,987)
Balance, beginning of year			376,434	258,742
Balance, end of period	387,772	251,755	387,772	251,755
Guarantors [Member]
Net income (loss), including noncontrolling interests	42,028	(88,301)	76,691	(80,702)
Equity in earnings of affiliates			1,468	(3,105)
Other adjustments			180,193	243,919
Net cash provided by operating activities			258,352	160,112
Capital expenditures			(76,331)	(80,203)
Investments In Equity Investments			0	0
Distributions from equity investments, net			0	0
Proceeds from sale of Cal Dive common stock			0
Insurance recovery				9,086
Decrease (increase) in restricted cash			863	109
Net cash used in investing activities			(75,468)	(71,008)
Repayments of debt			0	0
Deferred financing costs			0	0
Preferred stock dividends paid			0	0
Repurchases of common stock			0	0
Excess tax benefit from stock-based compensation			0	0
Exercise of stock options, net			0	0
Intercompany financing			(183,765)	(86,591)
Net cash used in financing activities			(183,765)	(86,591)
Effect of exchange rate changes on cash and cash equivalents			0	0
Net increase (decrease) in cash and cash equivalents			(881)	2,513
Balance, beginning of year			3,294	2,522
Balance, end of period	2,413	5,035	2,413	5,035
Non-Guarantors [Member]
Net income (loss), including noncontrolling interests	21,896	22,753	30,448	20,344
Equity in earnings of affiliates			0	0
Other adjustments			(14,149)	(13,101)
Net cash provided by operating activities			16,299	7,243
Capital expenditures			(14,092)	(7,446)
Investments In Equity Investments			(2,699)	(6,307)
Distributions from equity investments, net			1,593	8,132
Proceeds from sale of Cal Dive common stock			0
Insurance recovery				0
Decrease (increase) in restricted cash			0	0
Net cash used in investing activities			(15,198)	(5,621)
Repayments of debt			(3,507)	(3,570)
Deferred financing costs			0	0
Preferred stock dividends paid			0	0
Repurchases of common stock			0	0
Excess tax benefit from stock-based compensation			0	0
Exercise of stock options, net			0	0
Intercompany financing			15,477	5,504
Net cash used in financing activities			11,970	1,934
Effect of exchange rate changes on cash and cash equivalents			(424)	246
Net increase (decrease) in cash and cash equivalents			12,647	3,802
Balance, beginning of year			11,357	9,409
Balance, end of period	24,004	13,211	24,004	13,211
Consolidating Entries [Member]
Net income (loss), including noncontrolling interests	(63,117)	61,597	(105,512)	53,317
Equity in earnings of affiliates			105,568	(61,631)
Other adjustments			(5,476)	(10,119)
Net cash provided by operating activities			(5,420)	(18,433)
Capital expenditures			0	0
Investments In Equity Investments			0	0
Distributions from equity investments, net			0	0
Proceeds from sale of Cal Dive common stock			0
Insurance recovery				0
Decrease (increase) in restricted cash			0	0
Net cash used in investing activities			0	0
Repayments of debt			0	0
Deferred financing costs			0	0
Preferred stock dividends paid			0	0
Repurchases of common stock			0	0
Excess tax benefit from stock-based compensation			0	0
Exercise of stock options, net			0	0
Intercompany financing			5,420	18,433
Net cash used in financing activities			5,420	18,433
Effect of exchange rate changes on cash and cash equivalents			0	0
Net increase (decrease) in cash and cash equivalents			0	0
Balance, beginning of year			0	0
Balance, end of period	$ 0	$ 0	$ 0	$ 0