View Filing Data

Accounts receivable - Trade, net of allowance for uncollectible accounts of $5,154 and $5,152, respectively

$ 625,650

$ 437,100

142,793

152,233

Costs in excess of billing

29,392

26,992

5,438

6,848

Current assets of discontinued operations

61,189

96,934

84,000

Less accumulated depreciation

864,462

804,107

Property and equipment

2,115,321

2,051,796

(582,594)

(565,921)

1,532,727

1,485,875

Other assets:

Equity investments

165,452

167,599

Goodwill

61,732

62,935

Non-current assets of discontinued operations

41,958

49,837

816,227

2,666,331

3,386,580

Current liabilities:

100,553

92,398

122,024

161,514

35,797

Current liabilities of discontinued operations

10,247

^[1]

16,607

182,527

268,621

453,046

687,461

^[1]

1,002,621

Other non-current liabilities

290,102

359,237

14,976

5,025

Non-current liabilities of discontinued operations

147,237

Commitments and contingencies

1,261,160

1,967,166

Shareholders' equity:

Common stock, no par, 240,000 shares authorized, 105,939 and 105,763 shares issued, respectively

935,463

932,742

Retained earnings

477,925

476,310

Accumulated other comprehensive loss

(33,986)

(15,667)

Total controlling interest shareholders' equity

1,379,402

1,393,385

Noncontrolling interests

25,769

26,029

1,405,171

1,419,414

$ 2,666,331

$ 3,386,580

[1]	Beginning in March 2018, the holders of these Convertible Senior Notes may require us to repurchase these notes or we may at our own option elect to repurchase notes. These notes will mature in March 2032.

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2013	Dec. 31, 2012
Current assets:
Allowance for uncollectible accounts	$ 5,154	$ 5,152
Shareholders' equity:
Common stock, par value
Common stock, shares authorized	240,000,000	240,000,000
Common stock, shares issued	105,939,000	105,763,000

Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Net revenues:
Net revenues	$ 197,429	$ 229,842
Cost of sales:
Cost of sales	144,862	157,359
Gross profit	52,567	72,483
Loss on commodity derivative contracts	(14,113)
Selling, general and administrative expenses	(23,216)	(22,415)
Income from operations	15,238	50,068
Equity in earnings of investments	610	407
Net interest expense	(10,323)	(14,477)
Loss on early extinguishment of long term debt	(2,882)	(17,127)
Other income (expense), net	(3,684)	70
Other income - oil and gas	2,818
Income (loss) before income taxes	1,777	18,941
Income tax provision (benefit)	443	1,278
Income (loss) from continuing operations	1,334	17,663
Income (loss) from discontinued operations, net of tax	1,058	48,853
Net income (loss), including noncontrolling interests	2,392	66,516
Less net income applicable to noncontrolling interests	(777)	(789)
Net income (loss) applicable to Helix	$ 1,615	$ 65,727
Basic earnings per share of common stock:
Continuing operations	$ 0.01	$ 0.16
Discontinued operations	0.01	0.46
Net income per common share	0.02	0.62
Diluted earnings per share of common stock:
Continuing operations	0.01	0.16
Discontinued operations	0.01	0.46
Net income per common share	$ 0.02	$ 0.62
Weighted average common shares outstanding:
Basic	105,032	104,530
Diluted	105,165	104,989

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Consolidated Statements of Comprehensive Income [Abstract]
Net income, including noncontrolling interests	$ 2,392	$ 66,516
Other Comprehensive Income (Loss), Net of Tax [Abstract]
Unrealized loss on hedges arising during the period	(11,285)	(21,318)
Reclassification adjustments for loss included in net income	150	84
Income taxes on unrealized losses on hedges	3,897	7,432
Unrealized loss on hedges, net of tax	(7,238)	(13,802)
Foreign currency translation gain (loss)	(11,081)	4,152
Other comprehensive loss, net of taxes	(18,319)	(9,650)
Comprehensive income (loss)	(15,927)	56,866
Less comprehensive income applicable to noncontrolling interests	(777)	(789)
Comprehensive income (loss) applicable to Helix	$ (16,704)	$ 56,077

Consolidated Statements Of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Cash flows from operating activities:
Net income, including noncontrolling interests	$ 2,392	$ 66,516
Adjustments to reconcile net income (loss), including noncontrolling interests to net cash provided by operating activities
Less: Income from discontinued operations, net of tax	(1,058)	(48,853)
Depreciation and amortization	24,380	24,649
Amortization of deferred financing costs	1,472	1,611
Stock-based compensation expense	3,353	1,838
Amortization of debt discount	1,278	2,355
Deferred income taxes	16,784	(2,673)
Excess tax from stock-based compensation	(617)	340
Loss on early extinguishment of debt	2,882	17,127
Unrealized gain and ineffectiveness on derivative contracts, net	969	114
Changes in operating assets and liabilities:
Accounts receivable, net	3,714	6,835
Other current assets	12,577	10,483
Income tax payable	(20,283)	23,233
Accounts payable and accrued liabilities	(48,765)	(35,987)
Oil and gas asset retirement costs	(240)	(5,367)
Other noncurrent, net	(7,005)	(4,056)
Net cash provided by (used in) operating activities	(8,167)	58,165
Net cash provided (used in) by discontinued operations	(30,503)	75,640
Net cash provided by (used in) operating activities	(38,670)	133,805
Cash flows from investing activities:
Capital expenditures	(36,455)	(82,962)
Distributions from equity investments, net	2,050	5,943
Net cash provided by (used in) investing activities	(34,405)	(77,019)
Net cash used in discontinued operations	582,965	(17,860)
Net cash provided by (used in) investing activities	548,560	(94,879)
Cash flows from financing activities:
Early extinguishment of Senior Unsecured Notes		(209,500)
Borrowing under revolving credit facility	2,573	100,000
Repayment of revolving credit facility	(24,473)
Issuance of Convertible Senior Notes due 2032		200,000
Repurchase of Convertible Senior Notes due 2025	(3,487)	(143,945)
Proceeds from Term Loan A		100,000
Repayment of Term Loan	(294,882)	(750)
Repayment of MARAD borrowings	(2,529)	(2,409)
Deferred financing costs	(41)	(6,337)
Distributions to noncontrolling interest	(1,037)
Repurchases of common stock	(1,473)	(991)
Excess tax from stock-based compensation	617	(340)
Exercise of stock options, net and other	174	381
Net cash provided by (used in) financing activities	(324,558)	36,109
Effect of exchange rate changes on cash and cash equivalents	3,218	(1,051)
Net increase in cash and cash equivalents	188,550	73,984
Cash and cash equivalents:
Balance, beginning of year	437,100	546,465
Balance, end of period	$ 625,650	$ 620,449

Basis Of Presentation and Recent Accounting Standards	3 Months Ended
Basis Of Presentation and Recent Accounting Standards	Mar. 31, 2013
Organization [Abstract]
Basis Of Presentation	HELIX ENERGY SOLUTIONS GROUP, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Note 1 — Basis of Presentation and Recent Accounting Standards 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 (“U.S. GAAP”) and are consistent in all material respects with those applied in our 2012 Annual Report on Form 10-K (“2012 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, statements of operations, statements of comprehensive income (loss), and statements of cash flows, as applicable. The operating results for the three-month period ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. Our balance sheet as of December 31, 2012 included herein has been derived from the audited balance sheet as of December 31, 2012 included in our 2012 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 2012 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. The most significant of these reclassifications are associated with our discontinued operations. As noted in Note 2, we exited our oil and gas business in February 2013 upon the sale of our former wholly-owned subsidiary, Energy Resource Technology GOM, Inc. (“ERT”). In December 2011, the FASB issued ASU No. 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). Offsetting, otherwise known as netting, is the presentation of assets and liabilities as a single net amount in the statement of financial position (balance sheet). U.S. GAAP allows companies the option to present net in their balance sheets derivatives that are subject to a legally enforceable netting arrangement with the same party where rights of set-off are only available in the event of default or bankruptcy. ASU 2011-11 requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. An entity is required to apply the amendments for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The adoption of ASU 2011-11 did not have any material impact on our consolidated financial statements. In February 2013, the FASB issued ASU No. 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” (“ASU 2013-02”). ASU 2013-02 requires companies to provide information about the amounts that are reclassified out of accumulated other comprehensive income either by the respective line items of net income or by cross-reference to other required disclosures. This guidance is effective prospectively for fiscal years beginning after December 15, 2012. We adopted ASU 2013-02 on January 1, 2013. The adoption of this guidance did not have any material impact on our consolidated financial statements. We have presented the information required by the guidance in Note 16.

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

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Number 94-6
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-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 14: http://www.xbrl.org/2003/role/presentationRef
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Reference 15: http://www.xbrl.org/2003/role/presentationRef
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Details Of Certain Accounts [Abstract]

Company Overview	3 Months Ended
Company Overview	Mar. 31, 2013
Company Overview [Abstract]
Company Overview	Note 2 — Company Overview We are an international offshore energy company that provides specialty services to the offshore energy industry, with a focus on growing well intervention and robotics operations. In February 2013, we completed the sale of ERT, our former wholly-owned subsidiary that conducted our oil and gas operations in the U.S., for $624 million plus consideration in the form of overriding royalty interests in ERT’s Wang well and certain other of its future exploration prospects. We used $318.4 million of the sales proceeds to reduce our indebtedness under our Credit Agreement (Note 7) and we are using the remainder in our continuing operations, including supporting the expansion of our well intervention and robotics operations. Contracting Services Operations We seek to provide services and methodologies that we believe are critical to developing offshore reservoirs and maximizing production economics. Our “life of field” services are segregated into four disciplines: well intervention, robotics, subsea construction and production facilities. We have disaggregated our contracting services operations into two reportable segments: Contracting Services and Production Facilities. Our Contracting Services segment includes well intervention, robotics and subsea construction operations (see below for disclosure regarding the planned dispositions of our remaining subsea construction vessels and related assets). Our Production Facilities business includes our majority ownership of the Helix Producer I (“HP I”) vessel as well as our equity investments in Deepwater Gateway, L.L.C. (“Deepwater Gateway”) and Independence Hub, LLC (“Independence Hub”) (Note 6). It also includes the Helix Fast Response System (“HFRS”), which includes access to our Q4000 and HP I vessels. In October 2012, we entered into an agreement to sell our two remaining pipelay vessels, the Express and the Caesar, and other related pipelay equipment for a total sales price of $238.3 million, of which we have received a $50 million deposit that is only refundable in very limited circumstances. The sales of these vessels are expected to close in July 2013 following the completion of each vessel’s backlog of work. Discontinued Operations In December 2012, we announced a definitive agreement for the sale of ERT. On February 6, 2013, we sold ERT for $624 million plus consideration in the form of overriding royalty interests in ERT’s Wang well and certain other of its future exploration prospects. As a result, we have presented the assets and liabilities included in the sale of ERT and the historical operating results of our former Oil and Gas segment as discontinued operations in the accompanying condensed consolidated financial statements. See Note 4 for additional information regarding our discontinued oil and gas operations.

Details Of Certain Accounts

3 Months Ended

Mar. 31, 2013

Details Of Certain Accounts

Note 3 — Details of Certain Accounts

Other current assets consist of the following (in thousands):


		March 31,		December 31,
		2013		2012

Other receivables	$	737	$	1,086
Prepaid insurance		4,337		11,999
Other prepaids		12,545		11,751
Spare parts inventory		2,589		2,480
Income tax receivable		-		14,201
Current deferred tax assets		34,397		43,942
Derivative assets		-		5,946
Other		6,584		5,529
Total other current assets	$	61,189	$	96,934

Other assets, net, consist of the following (in thousands):


		March 31,		December 31,
		2013		2012

Deferred dry dock expenses, net	$	19,689	$	22,704
Deferred financing costs, net		19,620		24,338
Intangible assets with finite lives, net		469		491
Other		2,180		2,304
Total other assets, net	$	41,958	$	49,837

Accrued liabilities consist of the following (in thousands):


		March 31,		December 31,
		2013		2012

Accrued payroll and related benefits	$	34,721	$	51,561
Current asset retirement obligations		4,048		2,898
Unearned revenue		6,964		6,137
Billing in excess of cost		4,625		6,445
Accrued interest		7,699		17,451
Derivative liability (Note 16)		2,008		16,266
Taxes payable excluding income tax payable		5,788		5,164
Pipelay assets sale deposit (Note 2)		50,000		50,000
Other		6,171		5,592
Total accrued liabilities	$	122,024	$	161,514

Oil And Gas Properties

3 Months Ended

Mar. 31, 2013

Oil And Gas Properties [Abstract]

Oil And Gas Properties

Note 4 — Oil and Gas Properties

Results of Discontinued Operations

The following summarized financial information relates to ERT, which is reported as “Income from discontinued operations, net of tax” in the accompanying condensed consolidated statements of operations:


		Three Months Ended
		March 31,
		2013 ⁽¹⁾		2012

Revenues	$	48,847	$	178,085
Costs:
Production (lifting) costs		16,017		37,020
Exploration expenses		3,514		754
Depreciation, depletion, amortization and accretion		1,226		47,843
Proved property impairment and abandonment charges (credits)		(152)		3,241
Loss on sale of oil and gas properties		-		1,478
Loss on commodity derivative contracts		-		2,339
Selling, general and administrative expenses		1,229		3,281
Net interest expense and other ⁽²⁾		2,732		7,277
Total costs		24,566		103,233
Pretax income from discontinued operations		24,281		74,852
Income tax provision		8,499		25,999
Income from operations of discontinued operations		15,782		48,853
Loss on sale of business, net of tax		(14,724)		-
Income from discontinued operations, net of tax	$	1,058	$	48,853

(1) Results for the first quarter of 2013 were through February 6, 2013 when ERT was sold.

(2) Net interest expense of $2.7 million and $7.2 million for the three-month periods ended March 31, 2013 and 2012, respectively, was allocated to ERT primarily based on interest associated with indebtedness directly attributed to the substantial oil and gas acquisition made in 2006. This includes interest related to debt required to be paid upon the disposition of ERT.

Statement Of Cash Flow Information

3 Months Ended

Mar. 31, 2013

Statement Of Cash Flow Information [Abstract]

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 three months or less. The following table provides supplemental cash flow information (in thousands):


		Three Months Ended
		March 31,
		2013		2012

Interest paid, net of interest capitalized	$	20,164	$	32,554
Income taxes paid	$	4,521	$	6,725

Total non-cash investing activities for the three-month periods ended March 31, 2013 and 2012 included $23.3 million and $21.0 million, respectively, of accruals for property and equipment capital expenditures.

Equity Investments

3 Months Ended

Mar. 31, 2013

Equity Investments [Abstract]

Equity Investments

Note 6 — Equity Investments

As of March 31, 2013, we had two investments that we account for using the equity method of accounting: Deepwater Gateway and Independence Hub, both of which are included in our Production Facilities 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 $90.2 million and $91.4 million as of March 31, 2013 and December 31, 2012, respectively (including capitalized interest of $1.3 million and $1.3 million at March 31, 2013 and December 31, 2012, respectively).

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. Our investment in Independence Hub was $75.3 million and $76.2 million as of March 31, 2013 and December 31, 2012, respectively (including capitalized interest of $4.5 million and $4.6 million at March 31, 2013 and December 31, 2012, respectively).

We received the following distributions from our equity investments (in thousands):


		Three Months Ended
		March 31,
		2013		2012

Deepwater Gateway	$	1,500	$	2,150
Independence Hub		1,160		4,200
Total	$	2,660	$	6,350

As disclosed in our 2012 Form 10-K, in the first quarter of 2012, we recorded losses totaling $3.8 million associated with our investment in an Australian joint venture, including a $3.0 million fee paid in connection with our exit from the joint venture. In April 2012, we paid this fee and received approximately $3.7 million of proceeds for our pro rata portion (50%) of the value of certain of the net assets on hand at the time of our exit. We are no longer a participant in this joint venture.

The summarized aggregated financial information related to the subsidiaries we record using the equity method is as follows (in thousands):


		Three Months Ended
		March 31,
		2013		2012

Revenues	$	9,025	$	23,018
Operating income		3,296		17,379
Net income		3,296		17,379


		March 31,		December 31,
		2013		2012

Current assets	$	16,776	$	16,682
Total assets		531,749		537,251
Current liabilities		635		706
Total liabilities		5,322		5,320

The entire disclosure for equity method investments and joint ventures. Equity method investments are investments that give the investor the ability to exercise significant influence over the operating and financial policies of an investee. Joint ventures are entities owned and operated by a small group of businesses as a separate and specific business or project for the mutual benefit of the members of the group.

Long-Term Debt

3 Months Ended

Mar. 31, 2013

Long-Term Debt [Abstract]

Long-Term Debt

Note 7 — Long-Term Debt

Scheduled maturities of long-term debt outstanding as of March 31, 2013 are as follows (in thousands):


		Term Loan⁽¹⁾		Revolving Credit Facility ⁽¹⁾		Senior Unsecured Notes		MARAD Debt		2032 Notes⁽²⁾		Total

Less than one year	$	5,000	$	-	$	-	$	5,247	$	-	$	10,247
One to two years		5,000		-		-		5,508		-		10,508
Two to three years		62,299		78,100		274,960		5,783		-		421,142
Three to four years		-		-		-		6,072		-		6,072
Four to five years		-		-		-		6,375		-		6,375
Over five years		-		-		-		73,774		200,000		273,774
Total debt		72,299		78,100		274,960		102,759		200,000		728,118
Current maturities		(5,000)		-		-		(5,247)		-		(10,247)
Long-term debt, less current maturities		67,299		78,100		274,960		97,512		200,000		717,871
Unamortized debt discount⁽³⁾		-		-		-		-		(30,410)		(30,410)
Long-term debt	$	67,299	$	78,100	$	274,960	$	97,512	$	169,590	$	687,461

(1) Amounts reflect our remaining Term Loan debt. In February 2013, we repaid $293.9 million of our Term Loan debt and $24.5 million under our Revolving Credit Facility with the after-tax proceeds from the sale of ERT.

(2) Beginning in March 2018, the holders of these Convertible Senior Notes may require us to repurchase these notes or we may at our own option elect to repurchase notes. These notes will mature in March 2032.

(3) The notes will increase to their principal amount through accretion of non-cash interest charges through March 2018 for the Convertible Senior Notes due 2032.

Included below is a summary of certain components of our indebtedness. For additional information regarding our debt, see Note 7 of our 2012 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 semi-annually 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 of the notes. Prior to stated maturity, we may redeem all or a portion of the Senior Unsecured Notes on no less than 30 days’ and no more than 60 days’ prior notice at the redemption prices (expressed as percentages of the principal amount) set forth below, plus accrued and unpaid interest thereon, if any, to the applicable redemption date.


Year		Redemption Price

2013		102.375%
2014 and thereafter		100.000%

In March 2012, we purchased a portion of these Senior Unsecured Notes which resulted in an early extinguishment of $200.0 million of our outstanding balance. In these transactions we paid an aggregate amount of $213.5 million, including $200.0 million in principal, a $9.5 million premium and $4.0 million of accrued interest. We also recorded a $2.0 million charge to accelerate a pro rata portion of the deferred financing costs associated with the original issuance of the Senior Unsecured Notes. The loss on the early extinguishment of these Senior Unsecured Notes totaled $11.5 million and is reflected as a component of “Loss on early extinguishment of long-term debt” in the accompanying condensed consolidated statements of operations. We had $275.0 million of Senior Unsecured Notes outstanding at March 31, 2013 and December 31, 2012.

Credit Agreement

In July 2006, we entered into a credit agreement (the “Credit Agreement”) under which we borrowed $835 million in a term loan (the “Term Loan B”) and were able to borrow up to $300 million (the “Revolving Loans”) under a revolving credit facility (the “Revolving Credit Facility”). The Credit Agreement has been amended eight times, with the most recent amendment occurring in February 2013. These amendments address certain issues with regard to covenants, maturity and the borrowing limits under the Term Loan and the Revolving Loans. The February 2013 amendment was entered into to waive certain year end oil and gas reporting requirements and covenant compliance as a result of the sale of ERT.

In February 2013, we repaid $293.9 million of our Term Loan debt (including the entire outstanding balance of the Term Loan B) and $24.5 million under our Revolving Credit Facility with the after-tax proceeds from the sale of ERT. At March 31, 2013, the remaining balance of our Term Loan debt was $72.3 million. In connection with the repayment of debt in February 2013, we recorded a $2.9 million charge to accelerate a pro rata portion of the deferred financing costs associated with our Term Loan debt. This charge is reflected as a component of “Loss on early extinguishment of long-term debt” in the accompanying condensed consolidated statements of operations.

Our Term Loan debt currently bears interest at the one-, two-, three- or six-month LIBOR or on Base Rates at our current election plus an applicable margin between 2.25% and 3.5% depending on our consolidated leverage ratio. The average interest rates on our Term Loan debt were 3.3% for the three-month period ended March 31, 2013 and 4.0% (including the effects of our interest rate swaps) for the same period last year. The Term Loan is currently scheduled to mature on July 1, 2015 but could be extended to January 1, 2016 if our Senior Unsecured Notes are fully repaid or refinanced by July 1, 2015.

As amended, our Revolving Credit Facility provides for $600 million in borrowing capacity. The full amount of the Revolving Credit Facility may be used for issuances of letters of credit. These letters of credit guarantee items such as various contract bidding, contractual performance, insurance activities and shipyard commitments. The Revolving Loans bear interest based on one-, two-, three- or six-month LIBOR rates or on Base Rates at our current election, plus an applicable margin. The margin ranges from 1.5% to 3.5%, depending on our consolidated leverage ratio. Fees associated with outstanding letters of credit range from 2.0% to 3.0%, depending on our consolidated leverage ratio. We also pay a fixed commitment fee of 0.5% on the unused portion of our Revolving Credit Facility. We had $78.1 million and $100.0 million drawn on the Revolving Credit Facility at March 31, 2013 and December 31, 2012, respectively. At March 31, 2013, our availability under the Revolving Credit Facility totaled $513.9 million, net of $8.0 million of letters of credit issued. The average interest rate for the outstanding balance under the Revolving Credit Facility totaled 3.0% during the three-month period ended March 31, 2013.

We may elect to prepay amounts outstanding under the Term Loan without penalty, but may not reborrow any amounts paid. We may repay amounts outstanding under the Revolving Loans without penalty, and may reborrow amounts paid prior to maturity. In addition, upon the occurrence of certain dispositions or the issuance or incurrence of certain types of indebtedness, we may be required to repay a portion of the Term Loan debt and borrowings under the Revolving Credit Facility equal to the amount of proceeds received from such occurrences (in the event of a disposition of assets comprising collateral, 60% of the after-tax proceeds). Such payments would be applied to the Term Loan and the Revolving Credit Facility on a pro rata basis.

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.

Convertible Senior Notes Due 2025

In March 2005, we issued $300 million of 3.25% Convertible Senior Notes due 2025 at 100% of the principal amount to certain qualified institutional buyers (“2025 Notes”).

In March 2012, we repurchased $142.2 million in aggregate principal of the 2025 Notes. In these repurchase transactions we paid an aggregate amount of $145.1 million, representing principal plus $1.8 million of premium and $1.1 million of accrued interest. The loss on the early extinguishment of the 2025 Notes totaled $5.6 million and is reflected as a component of “Loss on early extinguishment of long-term debt” in the accompanying condensed consolidated statements of operations. The loss on early extinguishment includes the acceleration of $3.5 million of unamortized discount associated with the 2025 Notes, the $1.8 million premium paid in connection with the repurchase of a portion of the 2025 Notes and a $0.3 million charge to accelerate a pro rata portion of the deferred financing costs associated with the original issuance of the 2025 Notes. The remainder of the 2025 Notes was extinguished when the holders exercised their option for us to repurchase their notes in December 2012 ($154.3 million) and in February 2013 when we repurchased the remaining $3.5 million of the 2025 Notes that were not put to us by the holders in December 2012.

Convertible Senior Notes Due 2032

In March 2012, we completed the public offering and sale of $200.0 million in aggregate principal amount of 3.25% Convertible Senior Notes due 2032 (“2032 Notes”). The net proceeds from the issuance of the 2032 Notes were $195.0 million, after deducting the underwriter’s discounts and commissions and offering expenses. We used the net proceeds to repurchase and retire $142.2 million of aggregate principal amount of the 2025 Notes (see above) in separate, privately negotiated transactions. The remaining net proceeds were used for general corporate purposes, including the repayment of other indebtedness.

The registered 2032 Notes bear interest at a rate of 3.25% per annum, and are payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2012. The 2032 Notes will mature on March 15, 2032, unless earlier converted, redeemed or repurchased by us. The 2032 Notes are convertible in certain circumstances and during certain periods at an initial conversion rate of 39.9752 shares of common stock per $1,000 principal amount of the 2032 Notes (which represents an initial conversion price of approximately $25.02 per share of common stock), subject to adjustment in certain circumstances as set forth in the indenture governing the 2032 Notes. The initial conversion price represents a conversion premium of 35.0% over the closing price of our common stock on March 6, 2012, which was $18.53 per share.

Prior to March 20, 2018, the 2032 Notes will not be redeemable. On or after March 20, 2018, we may, at our option, redeem some or all of the 2032 Notes in cash, at any time, upon at least 30 days’ notice at a price equal to 100% of the principal amount plus accrued and unpaid interest (including contingent interest, if any) up to but excluding the redemption date. Holders may require us to purchase in cash some or all of their 2032 Notes at a repurchase price equal to 100% of the principal amount of the 2032 Notes, plus accrued and unpaid interest (including contingent interest, if any) up to but excluding the applicable repurchase date, on March 15, 2018, March 15, 2022 and March 15, 2027, or, subject to specified exceptions, at any time prior to the 2032 Notes’ maturity following a fundamental change (as defined in the governing indenture).

In connection with the issuance of the 2032 Notes, we recorded a discount of $35.4 million as required under existing accounting rules. To arrive at this discount amount, we estimated the fair value of the liability component of the 2032 Notes as of the date of their issuance (March 12, 2012) using an income approach. To determine this estimated fair value, we used borrowing rates of similar market transactions involving comparable liabilities at the time of issuance and an expected life of 6.0 years. In selecting the expected life, we selected the earliest date that the holders could require us to repurchase all or a portion of the 2032 Notes (March 15, 2018). The effective interest rate for the 2032 Notes is 6.9% after considering the effect of the accretion of the related debt discount that represented the equity component of the 2032 Notes at their inception.

MARAD Debt

This U.S. government guaranteed financing ("MARAD Debt") is pursuant to Title XI of the Merchant Marine Act of 1936 administered by the Maritime Administration, and 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 25 years from such date. The MARAD Debt is collateralized by the Q4000, is guaranteed 50% by us, 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 maturity date (February 2027).

Other

In accordance with our Credit Agreement, Senior Unsecured Notes, 2032 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 March 31, 2013, we were in compliance with these covenants and restrictions.

Unamortized deferred financing costs are included in “Other assets, net” in the accompanying condensed consolidated balance sheets and are being amortized over the life of the respective debt agreements. The following table reflects the components of our deferred financing costs (in thousands):


		March 31, 2013						December 31, 2012
		Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net

Term Loans (mature July 2015)	$	15,325	$	(14,669)	$	656	$	15,318	$	(11,595)	$	3,723
Revolving Credit Facility (matures July 2015)		20,046		(13,225)		6,821		20,021		(12,466)		7,555
2025 Notes (mature December 2025)		-		-		-		8,189		(8,189)		-
2032 Notes (mature March 2032)		3,759		(687)		3,072		4,251		(534)		3,717
Senior Unsecured Notes (mature January 2016)		10,643		(8,402)		2,241		10,643		(8,252)		2,391
MARAD Debt (matures February 2027)		12,200		(5,370)		6,830		12,200		(5,248)		6,952
Total deferred financing costs	$	61,973	$	(42,353)	$	19,620	$	70,622	$	(46,284)	$	24,338

The following table details our interest expense and capitalized interest (in thousands):


		Three Months Ended
		March 31,
		2013		2012

Interest expense	$	12,578	$	15,244
Interest income		(316)		(288)
Capitalized interest		(1,939)		(479)
Interest expense, net	$	10,323	$	14,477

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

Income Taxes

3 Months Ended

Mar. 31, 2013

Income Taxes [Abstract]

Income Taxes

Note 8 — Income Taxes

The effective tax rates for the three-month periods ended March 31, 2013 and 2012 were 24.9% and 6.7%, respectively. The variance is primarily attributable to projected year over year increases in profitability in the United States.

We believe our recorded assets and liabilities are reasonable; however, tax laws and regulations are subject to interpretation and tax litigation is inherently uncertain, and therefore our assessments can involve a series of complex judgments about future events and rely heavily on estimates and assumptions. Income taxes have been provided based on the U.S. statutory rate of 35% and at the local statutory rate for each foreign jurisdiction adjusted for items which are allowed as deductions for federal and foreign income tax reporting purposes, but not for book purposes. The primary differences between the statutory rate and our effective rate from continuing operations are as follows:


	Three Months Ended
	March 31,
	2013		2012

Statutory rate	35.0	%	35.0	%
Foreign provision	(10.7)		(26.5)
Other	0.6		(1.8)
Effective rate	24.9	%	6.7	%

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.

Stockholders' Equity Note [Abstract]

Shareholders' Equity

3 Months Ended

Mar. 31, 2013

Accumulated Other Comprehensive Loss Note Disclosure

Note 9 — Accumulated Other Comprehensive Loss

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


		March 31,		December 31,
		2013		2012

Cumulative foreign currency translation adjustment	$	(26,748)	$	(15,667)
Unrealized loss on hedges, net ⁽¹⁾		(7,238)		-
Accumulated other comprehensive loss	$	(33,986)	$	(15,667)

(1) Amount at March 31, 2013 is related to foreign currency hedges for the Grand Canyon, Grand Canyon II and Grand Canyon III and is net of deferred income taxes totaling $3.9 million.

The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Reference 14: http://www.xbrl.org/2003/role/presentationRef
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-Number 43
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-Paragraph 7, 11A
-Chapter 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.

Reference 15: http://www.xbrl.org/2003/role/presentationRef
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Reference 16: http://www.xbrl.org/2003/role/presentationRef
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Reference 17: http://www.xbrl.org/2003/role/presentationRef
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Reference 18: http://www.xbrl.org/2003/role/presentationRef
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Reference 19: http://www.xbrl.org/2003/role/presentationRef
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Reference 20: http://www.xbrl.org/2003/role/presentationRef
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Reference 21: http://www.xbrl.org/2003/role/presentationRef
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Reference 22: http://www.xbrl.org/2003/role/presentationRef
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-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 23: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
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-Article 3

Earnings Per Share

3 Months Ended

Mar. 31, 2013

Earnings Per Share [Abstract]

Earnings Per Share

Note 10 — Earnings Per Share

We have shares of restricted stock issued and outstanding, some of which remain subject to 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 applicable to Helix 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
		March 31, 2013			March 31, 2012
		Income	Shares		Income	Shares
Basic:
Continuing operations:
Net income applicable to Helix	$	1,615		$	65,727
Less: Income from discontinued operations, net of tax		(1,058)			(48,853)
Income from continuing operations		557			16,874
Less: Undistributed income allocable to participating securities – continuing operations		(5)			(174)
Income applicable to common shareholders – continuing operations	$	552	105,032	$	16,700	104,530


Discontinued operations:
Income from discontinued operations, net of tax	$	1,058		$	48,853
Less: Undistributed income allocable to participating securities – discontinued operations		(8)			(503)
Income applicable to common shareholders – discontinued operations	$	1,050	105,032	$	48,350	104,530


		Three Months Ended			Three Months Ended
		March 31, 2013			March 31, 2012
		Income	Shares		Income	Shares
Diluted:
Continuing operations:
Income applicable to common shareholders – continuing operations	$	552	105,032	$	16,700	104,530
Effect of dilutive securities:
Share-based awards other than participating securities		-	133		-	98
Undistributed income reallocated to participating securities		-	-		1	-
Convertible preferred stock		-	-		10	361
Income applicable to common shareholders – continuing operations	$	552	105,165	$	16,711	104,989

Discontinued operations:
Income from discontinued operations, net of tax		1,058	105,165		48,853	104,989

No diluted shares were included for the 2032 Notes for the three-month periods ended March 31, 2013 and 2012 as the conversion trigger of $32.53 per share was not met, and because we have the right to settle any such future conversions in cash at our sole discretion (Note 7). There were no diluted shares associated with our 2025 Convertible Senior Notes as the conversion price of $32.14 (and conversion trigger of $38.57 per share) was not met in the three-month periods ended March 31, 2013 and 2012.

Employee Benefit Plans

3 Months Ended

Mar. 31, 2013

Employee Benefit Plans [Abstract]

Employee Benefit Plans

Note 11 — Employee Benefit Plans

Stock-Based Compensation Plan

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 March 31, 2013, there were 6.4 million shares available for issuance under the amended and restated 2005 Incentive Plan, which includes a maximum of 2.0 million shares that may be granted as incentive stock options. There were no stock option grants in the three-month periods ended March 31, 2013 and 2012. During the three-month period ended March 31, 2013, the following grants of share-based awards were made to executive officers and non-employee members of our Board of Directors under the amended and restated 2005 Incentive Plan:


Date of Grant	Shares		Grant Date Fair Value Per Share	Vesting Period

January 2, 2013 ⁽¹⁾	89,329	$	20.64	33% per year over three years
January 2, 2013 ⁽²⁾	89,329		30.96	100% on January 1, 2016
January 2, 2013 ⁽³⁾	1,620		20.64	100% on January 1, 2015

(1) Reflects the grant of restricted shares to our executive officers.

(2) Reflects the grant of performance share units (“PSUs”) to our executive officers. The estimated fair value of the PSUs on grant date was determined using a Monte Carlo simulation model. The PSUs provide for an award based on the performance of our common stock over a three-year period with the maximum award being 200% of the original awarded PSUs and the minimum amount being zero. The vested PSUs will be settled in an equivalent number of shares of our common stock unless the Compensation Committee of our Board of Directors elects to pay in cash.

(3) Reflects the grant of restricted shares to one of our directors.

Compensation cost is recognized over the respective vesting periods on a straight-line basis. For the three-month periods ended March 31, 2013 and 2012, $3.4 million and $1.8 million, respectively, were recognized as stock-based compensation expense related to share-based awards. Additionally during the three-month period ended March 31, 2013, $1.3 million of stock-based compensation expense was reflected within our discontinued operations as a component of “Loss on sale of business, net of tax” (Note 4).

Long-Term Incentive Cash Plan

The 2005 Incentive Plan and the 2009 Long-Term Incentive Cash Plan (the “LTI Plans”) provide long-term cash-based compensation to eligible employees. Cash awards historically have been both fixed sum amounts payable (for non-executive management only) as well as cash awards indexed to our common stock with the payment amount at each vesting date fluctuating based on the performance of our common stock (for both executive and non-executive management). These are measured based on the performance of our stock price over the applicable award period compared to a base price determined by the Compensation Committee of our Board of Directors at the time of the award. Cash award payments under the LTI Plans are made each year on the anniversary date of the award. Cash awards granted prior to 2012 have a vesting period of five years and cash awards granted in 2012 and 2013 have a vesting period of three years. This share-based component is considered a liability plan and as such is re-measured to fair value each reporting period with corresponding changes being recorded as a charge to earnings as deemed appropriate.

The cash awards made under the LTI Plans totaled $5.9 million in 2013 and $4.2 million in 2012. Such awards were made to our executive officers and selected management employees in 2013 and to our executive officers in 2012. No cash awards were given to non-executive employees in 2012. Total compensation expense associated with the cash awards issued pursuant to the LTI Plans was $2.5 million ($1.6 million related to our executive officers) and $2.4 million ($2.0 million related to our executive officers) for the three-month periods ended March 31, 2013 and 2012, respectively. The liability balance for the cash awards issued under the LTI Plans was $8.3 million at March 31, 2013 and $13.0 million at December 31, 2012, including $7.5 million at March 31, 2013 and $11.7 million at December 31, 2012 associated with the variable portion of the cash awards issued under the LTI plans.

Employee Stock Purchase Plan

In May 2012, the shareholders approved the Helix Energy Solutions Group, Inc. Employee Stock Purchase Plan (the “ESPP”). The ESPP has 1.5 million shares authorized for issuance. Eligible employees who participate in the ESPP may purchase shares of our common stock through payroll deductions on an after-tax basis over a four-month period beginning on January 1, May 1, and September 1 of each year during the term of the ESPP, subject to certain restrictions and limitations established by the Compensation Committee of our Board of Directors (which administers the ESPP) and Section 423 of the Internal Revenue Code. The per share price of common stock purchased under the ESPP is equal to 85% of the lesser of (i) its fair market value on the first trading day of the purchase period or (ii) its fair market value on the last trading day of the purchase period. The first purchase period under the ESPP began on September 1, 2012. The total value of the ESPP awards is calculated using the component approach where each award is computed as the sum of 15% of a share of non-vested stock, a call option on 85% of a share of non-vested stock, and a put option on 15% of a share of non-vested stock. Share-based compensation expense with respect to the ESPP was $0.2 million for the three-month period ended March 31, 2013.

For more information regarding our employee benefit plans, including our stock-based compensation plans, our long-term incentive cash plan and our employee stock purchase plan, see Note 9 of our 2012 Form 10-K.

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.

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Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 14

Reference 7: 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 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Statement of Position (SOP)
-Number 93-6
-Paragraph 53
-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.

Business Segment Information [Abstract]

Business Segment Information

3 Months Ended

Mar. 31, 2013

Business Segment Information

Note 12 — Business Segment Information

In 2012, our operations were conducted through the following lines of business: contracting services and oil and gas. We have disaggregated our contracting services operations into two reportable segments: Contracting Services and Production Facilities. Our Contracting Services segment includes well intervention, robotics and subsea construction operations (see Note 2 for disclosures regarding the planned dispositions of our remaining subsea construction vessels and related assets). The Production Facilities segment includes our consolidated investment in the HP I and Kommandor LLC as well as our equity investments in Deepwater Gateway and Independence Hub that are accounted for under the equity method of accounting. All material intercompany transactions between the segments have been eliminated. In February 2013, we sold ERT and as a result, we have presented the assets and liabilities included in the sale of ERT and the historical operating results of our former Oil and Gas segment as discontinued operations in the accompanying condensed consolidated financial statements. See Note 4 for additional information regarding our discontinued operations.

We evaluate our performance based on operating income and income before income taxes of each segment. Segment assets are comprised of all assets attributable to the reportable segment. Certain financial data by reportable segment are summarized as follows (in thousands):


		Three Months Ended
		March 31,
		2013		2012
Revenues —
Contracting Services	$	198,054	$	244,544
Production Facilities		20,393		20,022
Intercompany elimination		(21,018)		(34,724)
Total	$	197,429	$	229,842

Income (loss) from operations —
Contracting Services	$	39,304	$	59,124
Production Facilities		11,185		10,049
Corporate		(33,531)		(16,085)
Intercompany elimination		(1,720)		(3,020)
Total	$	15,238	$	50,068

Equity in earnings of equity investments	$	610	$	407

Intercompany segment revenues are as follows (in thousands):


		Three Months Ended
		March 31,
		2013		2012

Contracting Services	$	16,345	$	23,201
Production Facilities		4,673		11,523
Total	$	21,018	$	34,724

Intercompany segment profits (losses) (which only relate to intercompany capital projects) are as follows (in thousands):


		Three Months Ended
		March 31,
		2013		2012

Contracting Services	$	1,764	$	3,064
Production Facilities		(44)		(44)
Total	$	1,720	$	3,020

Segment assets are comprised of all assets attributable to each reportable segment. The following table reflected total assets by reportable segment (in thousands):


		March 31,		December 31,
		2013		2012

Contracting Services	$	2,141,930	$	1,974,763
Production Facilities		496,986		503,531
Corporate and other		27,415		8,059
Discontinued operations		-		900,227
Total	$	2,666,331	$	3,386,580

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.

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Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 131
-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.

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2013
Related Party Transactions [Abstract]
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. (“OKCD”), the investors of which include current and former Helix management, in exchange for a revenue interest that is an overriding royalty interest of 25% of Helix’s working interest. Production began in December 2003. Our payments to OKCD totaled $0.6 million and $1.7 million in the three-month periods ended March 31, 2013 and 2012, respectively. Our Chief Executive Officer, Owen Kratz, through Class A limited partnership interests in OKCD, personally owns approximately 83% 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. The royalty agreement with OKCD was assumed by the purchaser of ERT following the sale of ERT in February 2013.

The entire disclosure for related party transactions. 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.

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-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
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-Paragraph 1
-Subparagraph (SX 210.4-08.(k))
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-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Paragraph b
-Article 3A

Reference 8: http://www.xbrl.org/2003/role/presentationRef
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 57
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Commitments And Contingencies	3 Months Ended
Commitments And Contingencies	Mar. 31, 2013
Commitments And Contingencies and Other Matters [Abstract]
Commitments And Contingencies	Note 14 — Commitments and Contingencies and Other Matters Commitments In March 2012, we executed a contract with a shipyard in Singapore for the construction of a newbuild semi-submersible well intervention vessel, the Q5000. This $386.5 million shipyard contract represents the majority of the expected costs associated with the construction of the Q5000. Under the terms of this contract, payments are made in a fixed percentage of the contract price, together with any variations, on contractually scheduled dates. At March 31, 2013, our total investment in the Q5000 was $142.6 million, including $115.9 million of scheduled payments made to the shipyard. In July 2012, we contracted to charter the Skandi Constructor for use in our North Sea well intervention operations. The vessel was delivered to us on April 1, 2013. The initial term of the charter will expire in March 2016. In August 2012, we acquired the Discoverer 534 drillship from a subsidiary of Transocean Ltd. for $85 million. The vessel, renamed the Helix 534, is currently undergoing upgrades and modifications in Singapore to render it suitable for use as a well intervention vessel. At March 31, 2013, our investment in the acquisition and subsequent upgrades to and modifications of the Helix 534 totaled $147.9 million, including related well control equipment. In January 2013, we contracted to charter the Rem Installer for use in our robotics operations. The term of the charter will be three years from the delivery date, which is expected to be around mid-2013. In February 2013, we contracted to charter the Grand Canyon II and Grand Canyon III for use in our robotics operations. The terms of the charters will be five years from the respective delivery dates, which are expected to be in 2014 and 2015. Contingencies and Claims Under terms of the ERT equity purchase agreement, we have required the buyer to provide bonding in a sufficient amount as determined by the Bureau of Ocean Energy Management (“BOEM”) to replace and allow for a full discharge of our existing guaranty to the BOEM for ERT’s lease obligations. The BOEM is in the process of reevaluating its decommissioning assessments for ERT’s deepwater lease properties in the Gulf of Mexico and as such it is currently uncertain as to the amount of bonding that will be required, and thus also the amount of collateral that the buyer will be required to post to its surety/ies to secure such bonding. To the extent that the purchaser is required to post bonding collateral in an amount greater than $100 million to obtain bonds in the aggregate amount required by the BOEM in order for the BOEM to release our guaranty of ERT’s lease obligations, we have agreed to provide incremental collateral above that amount, if and to the extent required, to the surety/ies providing bonding for ERT’s deepwater properties (the Bushwood and Phoenix fields) in the form of letter(s) of credit, up to the next $50 million of required collateral, for a period not to exceed one year from issuance of the letter(s) of credit, after which the purchaser would then be required to provide all collateral associated with the bonding requirements with respect to our former oil and gas properties. We anticipate that the BOEM will determine its assessments of decommissioning costs for our former deepwater fields in the near term and that the bonding amounts, and therefore the bonding collateral requirements, to obtain a release of our guaranty with respect to ERT’s lease obligations will be known. At the time of this filing it is uncertain whether the amount of collateral will exceed the $100 million threshold so as to require any incremental bonding collateral on our part. In 2007, 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 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 a number of factors associated with the ongoing negotiations with the prime contractor, in 2010, we established a $4 million allowance against our trade receivable balance that reduces its balance to an amount we believe is ultimately realizable. 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 for the tax years 2010, 2009, 2008 and 2007 related to an Indian subsea construction and diving contract that we entered into in December 2006. The State claims that 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 related 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. Litigation On July 8, 2011, a shareholder derivative lawsuit styled City of Sterling Heights Police & Fire Retirement System v. Owen Kratz, et al. was filed in the United States District Court for the Southern District of Texas, Houston Division. In the suit, the plaintiff makes claims against our Board of Directors, certain of our former directors, certain of our current and former executives, and the independent compensation consultant to the Compensation Committee of our Board of Directors, for breaches of the fiduciary duty of loyalty, unjust enrichment and aiding and abetting the alleged breaches of fiduciary duty relating to the long-term equity awards granted in 2010 to the Company’s then executive officers who are defendants. The Company filed a motion to dismiss the claim asserting that the plaintiff has not (i) pled specific facts excusing its failure to make pre-suit demand on the Company’s Board of Directors as required by Minnesota law; (ii) filed proper verification; or (iii) stated a claim. A ruling regarding the motion is pending. On May 12, 2012, a shareholder derivative lawsuit styled Mark Lucas v. Owen Kratz, et al. was filed in the 270^th Judicial District in the District Court of Harris County, Texas. In the suit, the plaintiff makes claims against our Board of Directors, certain of our former directors, certain of our current and former executive officers and the independent compensation consultant to the Compensation Committee of our Board of Directors, for breaches of the fiduciary duties of candor, good faith and loyalty, unjust enrichment and aiding and abetting the alleged breaches of fiduciary duty relating to the long-term equity awards granted in 2010 to certain of our executive officers. This case is essentially a “copycat” complaint asserting similar causes of action arising out of the same facts as set forth in the federal action described above. The plaintiff is generally demanding disgorgement of the excessive compensation, restraint on the disposition/exercise of the alleged improperly awarded equity, implementation of additional internal controls, and attorney’s fees and costs of litigation. We filed motions to stay and dismiss the proceeding, which motions were denied by the trial court judge. We filed a petition for a writ of mandamus with the state appellate court, in which we requested that court to direct the district court to grant our motion to stay or dismiss the case. 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.

The entire disclosure for commitments and contingencies.

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-Name FASB Interpretation (FIN)
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
-Number 5
-Paragraph 9, 10, 11, 12
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Fair Value Measurements

3 Months Ended

Mar. 31, 2013

Fair Value Measurements [Abstract]

Fair Value Measurements

Note 15 — 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 for 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 other financial instruments measured at fair value on a recurring basis at March 31, 2013 (in thousands):


		Level 1		Level 2 ⁽¹⁾		Level 3		Total	Valuation Technique
Liabilities:
Fair value of long-term debt ⁽²⁾		681,558		117,597		–		799,155	(a)
Foreign currency forwards		–		11,958		–		11,958	(c)
Total liability	$	681,558	$	129,555	$	–	$	811,113

(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 based on market data. Our actual results may differ from our estimates, and these differences could be positive or negative.

(2) See Note 7 for additional information regarding our long-term debt. The fair value of our debt is as follows:


		March 31, 2013
		Carrying Value		Fair Value

Term Loan (mature July 2015) ^(a)	$	72,299	$	73,022
Revolving Credit Facility (matures July 2015) ^(a)		78,100		78,100
2032 Notes (mature March 2032) ^(b)		200,000		246,540
Senior Unsecured Notes (mature January 2016)		274,960		283,896
MARAD Debt (matures February 2027) ^(c)		102,759		117,597
Total debt	$	728,118	$	799,155

(a) In February 2013, we repaid $293.9 million of our Term Loans and $24.5 million under our Revolving Credit Facility with the after-tax proceeds from the sale of ERT.

(b) Carrying value excludes the related unamortized debt discount of $30.4 million at March 31, 2013.

(c ) The estimated fair value of all debt, other than the 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 marketplace with similar terms. The fair value of the MARAD Debt was estimated using Level 2 fair value inputs using the market approach.

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.

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Derivative Instruments And Hedging Activities [Abstract]

Derivative Instruments And Hedging Activities

3 Months Ended

Mar. 31, 2013

Derivative Instruments And Hedging Activities

Note 16 — Derivative Instruments and Hedging Activities

Our continuing operations are exposed to market risk associated with 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 exposure related to variable interest rates and foreign currency exchange rates. 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 the hedges are effective. These fair value changes are recorded as a component of accumulated other comprehensive income or loss (a component of shareholders’ equity) until the hedged transactions occur and are recognized in earnings. The ineffective portion of changes in the fair value of cash flow hedges 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 17 of our 2012 Form 10-K.

Interest Rate Risk

As some of our long-term debt has variable interest rates, we historically entered into interest rate swaps to stabilize cash flows related to a portion of our Term Loan debt. We de-designated all of our outstanding interest rate swaps as hedging instruments in December 2012 following the announcement of the sale of ERT. We cash settled all outstanding interest rate swap contracts in February 2013.

Foreign Currency Exchange Rate Risk

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 that are denominated in British pounds and Norwegian kroner.

In January 2013, we entered into foreign currency exchange contracts to hedge the foreign currency exposure to potential variability in cash flows associated with the Grand Canyon charter payments ($104.6 million) denominated in Norwegian kroner (NOK591.3 million), through September 2017. In February 2013, we entered into similar foreign currency exchange contracts for the Grand Canyon II and Grand Canyon III charter payments ($100.4 million and $98.8 million) denominated in Norwegian kroner (NOK594.7 million and NOK595.0 million), through July 2019 and February 2020, respectively. These contracts currently qualify for hedge accounting treatment. All of our remaining foreign exchange contracts are not accounted for as hedge contracts and changes in their fair value are being marked-to-market each reporting period.

Quantitative Disclosures Related to Derivative Instruments

As a result of the announcement in December 2012 of the sale of ERT, we de-designated all of our outstanding oil and natural gas derivative contracts as hedging instruments. In addition, under the terms of our Credit Agreement (Note 7), we are required to use at a minimum 60% of the after-tax proceeds from the sales of the Caesar, the Express and ERT to make payments to reduce our Term Loan debt and borrowings under the Revolving Credit Facility. Because of the probability that the Term Loan debt would be totally repaid before the expiration of our interest rate swaps, we also concluded that the swaps no longer qualified as cash flow hedges. In February 2013, we settled all of our outstanding commodity derivative contracts and interest rate swap contracts for approximately $22.5 million and $0.6 million, respectively.

The following table presents the fair value and balance sheet classification of our derivative instruments that were not designated as hedging instruments (in thousands):


	As of March 31, 2013			As of December 31, 2012
	Balance Sheet		Fair	Balance Sheet		Fair
	Location		Value	Location		Value
Asset Derivatives:
Oil contracts	Other current assets	$	-	Other current assets	$	5,800
Foreign exchange forwards	Other current assets		-	Other current assets		146
		$	-		$	5,946

Liability Derivatives:
Oil contracts	Accrued liabilities	$	-	Accrued liabilities	$	15,777
Interest rate swaps	Accrued liabilities		-	Accrued liabilities		489
Foreign exchange forwards	Accrued liabilities		821	Accrued liabilities		-
Interest rate swaps	Other long-term liabilities		-	Other long-term liabilities		32
Foreign exchange forwards	Other long-term liabilities		2	Other long-term liabilities		-
		$	823		$	16,298

As of March 31, 2013, our only derivative instruments designated as cash flow hedges were foreign currency exchange contracts related to the Grand Canyon, Grand Canyon II and Grand Canyon III charter payments. The fair value of these hedging instruments as of March 31, 2013 totaled $11.1 million, $1.2 million of which is reflected in “Accrued liabilities” and the remaining $9.9 million of which is reflected in “Other long-term liabilities” in the accompanying condensed consolidated balance sheet. The last of these contracts will settle in February 2020.

Ineffectiveness associated with our foreign exchange contracts was immaterial for all periods presented. The following tables present the impact that derivative instruments designated as cash flow hedges had on our accumulated comprehensive income (loss) and our condensed consolidated statements of operations (in thousands).


		Loss Recognized in OCI on Derivatives
		(Effective Portion)
		Three Months Ended
		March 31,
		2013		2012

Foreign exchange forwards	$	(7,238)	$	-
Oil and natural gas commodity contracts		-		(13,555)
Interest rate swaps		-		(247)
	$	(7,238)	$	(13,802)


			Gain (Loss) Reclassified from
			Accumulated OCI into Income
	Location of Gain (Loss)		(Effective Portion)
	Reclassified from		Three Months Ended
	Accumulated OCI into Income		March 31,
	(Effective Portion)		2013		2012

Oil and natural gas commodity contracts	Income from discontinued operations, net of tax	$	-	$	109
Interest rate swaps	Net interest expense		-		(193)
Foreign exchange forwards	Cost of sales		(150)		-
		$	(150)	$	(84)

The following table presents the impact that derivative instruments not designated as hedges had on our condensed consolidated statement of operations (in thousands):


			Gain (Loss) Recognized
			in Income on Derivatives
	Location of Gain (Loss)		Three Months Ended
	Recognized in Income		March 31,
	on Derivatives		2013		2012

Oil and natural gas commodity contracts	Loss on commodity derivative contracts	$	(14,113)	$	-
Interest rate swaps	Other income (expense), net		(86)		-
Foreign exchange forwards	Other income (expense), net		(1,244)		233
		$	(15,443)	$	233

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.

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Condensed Consolidated Guarantor And Non-Guarantor Financial Information [Abstract]

Condensed Consolidated Guarantor And Non-Guarantor Financial Information

3 Months Ended

Mar. 31, 2013

Condensed Financial Statements

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 condensed 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 reported based 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 primarily relate to the elimination of investments in subsidiaries and associated intercompany balances and transactions.

HELIX ENERGY SOLUTIONS GROUP, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

(UNAUDITED)

(in thousands)


		As of March 31, 2013
						Non-		Consolidating
		Helix		Guarantors		Guarantors		Entries		Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	551,596	$	7,274	$	66,780	$	-	$	625,650
Accounts receivable, net		75,490		30,366		36,937		-		142,793
Unbilled revenue		8,179		386		26,265		-		34,830
Income taxes receivable		-		-		3,402		(3,402)		-
Other current assets		40,566		4,946		15,742		(65)		61,189
Total current assets		675,831		42,972		149,126		(3,467)		864,462
Intercompany		(116,440)		334,709		(130,205)		(88,064)		-
Property and equipment, net		224,594		353,969		960,461		(6,297)		1,532,727
Other assets:
Equity investments in unconsolidated affiliates		-		-		165,452		-		165,452
Equity investments in affiliates		1,240,653		47,066		-		(1,287,719)		-
Goodwill		-		45,107		16,625		-		61,732
Other assets, net		39,678		136		31,507		(29,363)		41,958
Due from subsidiaries/parent		319,941		-		-		(319,941)		-
Total assets	$	2,384,257	$	823,959	$	1,192,966	$	(1,734,851)	$	2,666,331

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	55,165	$	16,824	$	28,564	$	-	$	100,553
Accrued liabilities		94,783		13,532		13,709		-		122,024
Income taxes payable		35,149		19,953		-		(19,305)		35,797
Current maturities of long-term debt		5,000		-		5,247		-		10,247
Total current liabilities		190,097		50,309		47,520		(19,305)		268,621
Long-term debt		589,948		-		97,513		-		687,461
Deferred tax liabilities		171,543		11,454		112,606		(5,501)		290,102
Other long-term liabilities		4,559		9,950		467		-		14,976
Due to parent		-		52,582		345,426		(398,008)		-
Total liabilities		956,147		124,295		603,532		(422,814)		1,261,160
Total equity		1,428,110		699,664		589,434		(1,312,037)		1,405,171
Total liabilities and shareholders' equity	$	2,384,257	$	823,959	$	1,192,966	$	(1,734,851)	$	2,666,331

HELIX ENERGY SOLUTIONS GROUP, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

(in thousands)


		As of December 31, 2012
						Non-		Consolidating
		Helix		Guarantors		Guarantors		Entries		Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	381,599	$	4,436	$	51,065	$	-	$	437,100
Accounts receivable, net		39,203		37,378		75,652		-		152,233
Unbilled revenue		13,959		875		19,006		-		33,840
Income taxes receivable		24,611		-		306		(10,716)		14,201
Other current assets		54,588		16,418		11,696		31		82,733
Current assets of discontinued operations		-		84,000		-		-		84,000
Total current assets		513,960		143,107		157,725		(10,685)		804,107
Intercompany		(154,756)		352,210		(125,889)		(71,565)		-
Property and equipment, net		208,190		351,746		930,556		(4,617)		1,485,875
Other assets:
Equity investments in unconsolidated affiliates		-		-		167,599		-		167,599
Equity investments in affiliates		1,762,359		53,461		-		(1,815,820)		-
Goodwill		-		45,107		17,828		-		62,935
Other assets, net		47,355		130		34,848		(32,496)		49,837
Due from subsidiaries/parent		294,461		485,096		-		(779,557)		-
Non-current assets of discontinued operations		-		816,227		-		-		816,227
Total assets	$	2,671,569	$	2,247,084	$	1,182,667	$	(2,714,740)	$	3,386,580

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	45,784	$	17,229	$	29,385	$	-	$	92,398
Accrued liabilities		117,902		26,019		17,593		-		161,514
Income taxes payable		-		26,618		-		(26,618)		-
Current maturities of long-term debt		11,487		-		5,120		-		16,607
Current liabilities of discontinued operations		-		182,527		-		-		182,527
Total current liabilities		175,173		252,393		52,098		(26,618)		453,046
Long-term debt		902,453		-		100,168		-		1,002,621
Deferred tax liabilities		168,688		86,925		109,171		(5,547)		359,237
Other long-term liabilities		1,453		3,086		486		-		5,025
Due to parent		-		-		323,049		(323,049)		-
Non-current liabilities of discontinued operations		-		147,237		-		-		147,237
Total liabilities		1,247,767		489,641		584,972		(355,214)		1,967,166
Total equity		1,423,802		1,757,443		597,695		(2,359,526)		1,419,414
Total liabilities and shareholders' equity	$	2,671,569	$	2,247,084	$	1,182,667	$	(2,714,740)	$	3,386,580

HELIX ENERGY SOLUTIONS GROUP, INC.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in thousands)


		Three Months Ended March 31, 2013
						Non-		Consolidating
		Helix		Guarantors		Guarantors		Entries		Consolidated

Net revenues	$	20,394	$	102,063	$	91,126	$	(16,154)	$	197,429
Cost of sales		16,589		74,370		70,100		(16,197)		144,862
Gross profit		3,805		27,693		21,026		43		52,567
Loss on commodity derivative contracts		(2,337)		(11,776)		-		-		(14,113)
Selling, general and administrative expenses		(15,790)		(3,909)		(3,517)		-		(23,216)
Income (loss) from operations		(14,322)		12,008		17,509		43		15,238
Equity in earnings of investments		33,146		(6,395)		610		(26,751)		610
Net interest expense and other		(8,780)		(1,149)		(4,142)		-		(14,071)
Income (loss) before income taxes		10,044		4,464		13,977		(26,708)		1,777
Income tax provision (benefit)		(6,268)		3,805		2,891		15		443
Income (loss) from continuing operations		16,312		659		11,086		(26,723)		1,334
Income (loss) from discontinued operations, net of tax		(14,724)		15,782		-		-		1,058
Net income (loss), including noncontrolling interest		1,588		16,441		11,086		(26,723)		2,392
Less net income applicable to noncontrolling interests		-		-		-		(777)		(777)
Net income (loss) applicable to Helix	$	1,588	$	16,441	$	11,086	$	(27,500)	$	1,615

Total comprehensive income (loss) applicable to Helix	$	1,588	$	9,203	$	5	$	(27,500)	$	(16,704)


		Three Months Ended March 31, 2012
						Non-		Consolidating
		Helix		Guarantors		Guarantors		Entries		Consolidated

Net revenues	$	20,022	$	107,603	$	125,900	$	(23,683)	$	229,842
Cost of sales		16,621		75,735		88,445		(23,442)		157,359
Gross profit (loss)		3,401		31,868		37,455		(241)		72,483
Selling, general and administrative expenses		(11,272)		(6,596)		(4,834)		287		(22,415)
Income (loss) from operations		(7,871)		25,272		32,621		46		50,068
Equity in earnings of investments		93,250		2,625		407		(95,875)		407
Net interest expense and other		(30,557)		67		(1,044)		-		(31,534)
Income (loss) before income taxes		54,822		27,964		31,984		(95,829)		18,941
Income tax provision (benefit)		(10,874)		8,882		3,255		15		1,278
Income (loss) from continuing operations		65,696		19,082		28,729		(95,844)		17,663
Income from discontinued operations, net of tax		-		48,853		-		-		48,853
Net income (loss), including noncontrolling interest		65,696		67,935		28,729		(95,844)		66,516
Less net income applicable to noncontrolling interests		-		-		-		(789)		(789)
Net income (loss) applicable to Helix	$	65,696	$	67,935	$	28,729	$	(96,633)	$	65,727

Total comprehensive income (loss) applicable to Helix	$	65,450	$	54,380	$	32,884	$	(96,637)	$	56,077

HELIX ENERGY SOLUTIONS GROUP, INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)


		Three Months Ended March 31, 2013
						Non-		Consolidating
		Helix		Guarantors		Guarantors		Entries		Consolidated
Cash flows from operating activities:
Net income (loss), including noncontrolling interests	$	1,588	$	16,441	$	11,086	$	(26,723)	$	2,392
Adjustments to reconcile net income (loss), including noncontrolling interests to net cash provided by (used in) operating activities:
Equity in earnings of affiliates		(33,146)		6,395		-		26,751		-
Other adjustments		31,324		(46,931)		21,420		(16,372)		(10,559)
Cash provided by (used in) operating activities		(234)		(24,095)		32,506		(16,344)		(8,167)
Cash used in discontinued operations		-		(30,503)		-		-		(30,503)
Net cash provided by (used in) operating activities		(234)		(54,598)		32,506		(16,344)		(38,670)

Cash flows from investing activities:
Capital expenditures		166		(6,486)		(30,135)		-		(36,455)
Distributions from equity investments, net		-		-		2,050		-		2,050
Cash provided by (used in) investing activities		166		(6,486)		(28,085)		-		(34,405)
Cash provided by discontinued operations		-		582,965		-		-		582,965
Net cash provided by (used in) investing activities		166		576,479		(28,085)		-		548,560

Cash flows from financing activities:
Borrowings of debt		2,573		-		-		-		2,573
Repayments of debt		(322,842)		-		(2,529)		-		(325,371)
Deferred financing costs		(41)		-		-		-		(41)
Distributions to noncontrolling interests		-		-		(1,037)		-		(1,037)
Repurchases of common stock		(1,473)		-		-		-		(1,473)
Excess tax from stock-based compensation		617		-		-		-		617
Exercise of stock options, net and other		174		-		-		-		174
Intercompany financing		491,057		(519,043)		11,642		16,344		-
Net cash provided by (used in) financing activities		170,065		(519,043)		8,076		16,344		(324,558)

Effect of exchange rate changes on cash and cash equivalents		-		-		3,218		-		3,218
Net increase in cash and cash equivalents		169,997		2,838		15,715		-		188,550
Cash and cash equivalents:
Balance, beginning of year		381,599		4,436		51,065		-		437,100
Balance, end of period		551,596		7,274		66,780		-		625,650

HELIX ENERGY SOLUTIONS GROUP, INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)


		Three Months Ended March 31, 2012
						Non-		Consolidating
		Helix		Guarantors		Guarantors		Entries		Consolidated
Cash flows from operating activities:
Net income (loss), including noncontrolling interests	$	65,696	$	67,935	$	28,729	$	(95,844)	$	66,516
Adjustments to reconcile net income (loss), including noncontrolling interests to net cash provided by (used in) operating activities:
Equity in earnings of affiliates		(93,250)		(2,625)		-		95,875		-
Other adjustments		15,695		(6,751)		(14,792)		(2,503)		(8,351)
Cash provided by (used in) operating activities		(11,859)		58,559		13,937		(2,472)		58,165
Cash provided by discontinued operations		-		75,640		-		-		75,640
Net cash provided by (used in) operating activities		(11,859)		134,199		13,937		(2,472)		133,805

Cash flows from investing activities:
Capital expenditures		(896)		(75,858)		(6,208)		-		(82,962)
Distributions from equity investments, net		-		-		5,943		-		5,943
Cash used in investing activities		(896)		(75,858)		(265)		-		(77,019)
Cash used in discontinued operations		-		(17,860)		-		-		(17,860)
Net cash used in investing activities		(896)		(93,718)		(265)		-		(94,879)

Cash flows from financing activities:
Borrowings of debt		400,000		-		-		-		400,000
Repayments of debt		(354,195)		-		(2,409)		-		(356,604)
Deferred financing costs		(6,337)		-		-		-		(6,337)
Repurchases of common stock		(991)		-		-		-		(991)
Excess tax from stock-based compensation		(340)		-		-		-		(340)
Exercise of stock options, net and other		381		-		-		-		381
Intercompany financing		45,040		(40,417)		(7,095)		2,472		-
Net cash provided by (used in) financing activities		83,558		(40,417)		(9,504)		2,472		36,109

Effect of exchange rate changes on cash and cash equivalents		-		-		(1,051)		-		(1,051)
Net increase in cash and cash equivalents		70,803		64		3,117		-		73,984
Cash and cash equivalents:
Balance, beginning of year		495,484		2,434		48,547		-		546,465
Balance, end of period		566,287		2,498		51,664		-		620,449

Details Of Certain Accounts (Tables)

3 Months Ended

Mar. 31, 2013

Details Of Certain Accounts [Abstract]

Schedule of Other Current Assets


		March 31,		December 31,
		2013		2012

Other receivables	$	737	$	1,086
Prepaid insurance		4,337		11,999
Other prepaids		12,545		11,751
Spare parts inventory		2,589		2,480
Income tax receivable		-		14,201
Current deferred tax assets		34,397		43,942
Derivative assets		-		5,946
Other		6,584		5,529
Total other current assets	$	61,189	$	96,934

Other Assets, Net


		March 31,		December 31,
		2013		2012

Deferred dry dock expenses, net	$	19,689	$	22,704
Deferred financing costs, net		19,620		24,338
Intangible assets with finite lives, net		469		491
Other		2,180		2,304
Total other assets, net	$	41,958	$	49,837

Accrued Liabilities


		March 31,		December 31,
		2013		2012

Accrued payroll and related benefits	$	34,721	$	51,561
Current asset retirement obligations		4,048		2,898
Unearned revenue		6,964		6,137
Billing in excess of cost		4,625		6,445
Accrued interest		7,699		17,451
Derivative liability (Note 16)		2,008		16,266
Taxes payable excluding income tax payable		5,788		5,164
Pipelay assets sale deposit (Note 2)		50,000		50,000
Other		6,171		5,592
Total accrued liabilities	$	122,024	$	161,514

Oil And Gas Properties (Tables)

3 Months Ended

Mar. 31, 2013

Oil And Gas Properties [Abstract]

Schedule of Results of Discontinued Operations


		Three Months Ended
		March 31,
		2013 ⁽¹⁾		2012

Revenues	$	48,847	$	178,085
Costs:
Production (lifting) costs		16,017		37,020
Exploration expenses		3,514		754
Depreciation, depletion, amortization and accretion		1,226		47,843
Proved property impairment and abandonment charges (credits)		(152)		3,241
Loss on sale of oil and gas properties		-		1,478
Loss on commodity derivative contracts		-		2,339
Selling, general and administrative expenses		1,229		3,281
Net interest expense and other ⁽²⁾		2,732		7,277
Total costs		24,566		103,233
Pretax income from discontinued operations		24,281		74,852
Income tax provision		8,499		25,999
Income from operations of discontinued operations		15,782		48,853
Loss on sale of business, net of tax		(14,724)		-
Income from discontinued operations, net of tax	$	1,058	$	48,853

(1) Results for the first quarter of 2013 were through February 6, 2013 when ERT was sold.

Tabular disclosure of disposal groups, which may include the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the classification and carrying value of the assets and liabilities comprising the disposal group, and the segment in which the disposal group was reported. Also may include the amount of adjustments to amounts previously reported in discontinued operations such as resolution of contingencies arising from the disposal transaction or the operations of the component prior to disposal.

Statement Of Cash Flow Information [Abstract]

Statement Of Cash Flow Information (Tables)

3 Months Ended

Mar. 31, 2013

Supplemental Cash Flow Information


		Three Months Ended
		March 31,
		2013		2012

Interest paid, net of interest capitalized	$	20,164	$	32,554
Income taxes paid	$	4,521	$	6,725

Equity Investments (Tables)

3 Months Ended

Mar. 31, 2013

Equity Investments [Abstract]

Distributions From Equity Investments


		Three Months Ended
		March 31,
		2013		2012

Deepwater Gateway	$	1,500	$	2,150
Independence Hub		1,160		4,200
Total	$	2,660	$	6,350

Schedule Of Summarized Aggregated Financial Information Related To The Subsidiaries


		Three Months Ended
		March 31,
		2013		2012

Revenues	$	9,025	$	23,018
Operating income		3,296		17,379
Net income		3,296		17,379


		March 31,		December 31,
		2013		2012

Current assets	$	16,776	$	16,682
Total assets		531,749		537,251
Current liabilities		635		706
Total liabilities		5,322		5,320

Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2013

Long-Term Debt [Abstract]

Schedule of Maturities Of Long-Term Debt


		Term Loan⁽¹⁾		Revolving Credit Facility ⁽¹⁾		Senior Unsecured Notes		MARAD Debt		2032 Notes⁽²⁾		Total

Less than one year	$	5,000	$	-	$	-	$	5,247	$	-	$	10,247
One to two years		5,000		-		-		5,508		-		10,508
Two to three years		62,299		78,100		274,960		5,783		-		421,142
Three to four years		-		-		-		6,072		-		6,072
Four to five years		-		-		-		6,375		-		6,375
Over five years		-		-		-		73,774		200,000		273,774
Total debt		72,299		78,100		274,960		102,759		200,000		728,118
Current maturities		(5,000)		-		-		(5,247)		-		(10,247)
Long-term debt, less current maturities		67,299		78,100		274,960		97,512		200,000		717,871
Unamortized debt discount⁽³⁾		-		-		-		-		(30,410)		(30,410)
Long-term debt	$	67,299	$	78,100	$	274,960	$	97,512	$	169,590	$	687,461

(3) The notes will increase to their principal amount through accretion of non-cash interest charges through March 2018 for the Convertible Senior Notes due 2032.

Schedule Of Redemption Price By Maturity


Year		Redemption Price

2013		102.375%
2014 and thereafter		100.000%

Schedule of Deferred Financing Costs


		March 31, 2013						December 31, 2012
		Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net

Term Loans (mature July 2015)	$	15,325	$	(14,669)	$	656	$	15,318	$	(11,595)	$	3,723
Revolving Credit Facility (matures July 2015)		20,046		(13,225)		6,821		20,021		(12,466)		7,555
2025 Notes (mature December 2025)		-		-		-		8,189		(8,189)		-
2032 Notes (mature March 2032)		3,759		(687)		3,072		4,251		(534)		3,717
Senior Unsecured Notes (mature January 2016)		10,643		(8,402)		2,241		10,643		(8,252)		2,391
MARAD Debt (matures February 2027)		12,200		(5,370)		6,830		12,200		(5,248)		6,952
Total deferred financing costs	$	61,973	$	(42,353)	$	19,620	$	70,622	$	(46,284)	$	24,338

Schedule of Interest Expense And Capitalized Interest


		Three Months Ended
		March 31,
		2013		2012

Interest expense	$	12,578	$	15,244
Interest income		(316)		(288)
Capitalized interest		(1,939)		(479)
Interest expense, net	$	10,323	$	14,477

Income Taxes (Tables)

3 Months Ended

Mar. 31, 2013

Income Taxes [Abstract]

Schedule of Effective Income Tax Rate Reconciliation


	Three Months Ended
	March 31,
	2013		2012

Statutory rate	35.0	%	35.0	%
Foreign provision	(10.7)		(26.5)
Other	0.6		(1.8)
Effective rate	24.9	%	6.7	%

Shareholders' Equity (Tables)

3 Months Ended

Mar. 31, 2013

Stockholders' Equity Note [Abstract]

Components Of Accumulated Other Comprehensive Loss


		March 31,		December 31,
		2013		2012

Cumulative foreign currency translation adjustment	$	(26,748)	$	(15,667)
Unrealized loss on hedges, net ⁽¹⁾		(7,238)		-
Accumulated other comprehensive loss	$	(33,986)	$	(15,667)

(1) Amount at March 31, 2013 is related to foreign currency hedges for the Grand Canyon, Grand Canyon II and Grand Canyon III and is net of deferred income taxes totaling $3.9 million.

Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2013

Earnings Per Share [Abstract]

Computations Of Basic And Diluted EPS


		Three Months Ended			Three Months Ended
		March 31, 2013			March 31, 2012
		Income	Shares		Income	Shares
Basic:
Continuing operations:
Net income applicable to Helix	$	1,615		$	65,727
Less: Income from discontinued operations, net of tax		(1,058)			(48,853)
Income from continuing operations		557			16,874
Less: Undistributed income allocable to participating securities – continuing operations		(5)			(174)
Income applicable to common shareholders – continuing operations	$	552	105,032	$	16,700	104,530


Discontinued operations:
Income from discontinued operations, net of tax	$	1,058		$	48,853
Less: Undistributed income allocable to participating securities – discontinued operations		(8)			(503)
Income applicable to common shareholders – discontinued operations	$	1,050	105,032	$	48,350	104,530


		Three Months Ended			Three Months Ended
		March 31, 2013			March 31, 2012
		Income	Shares		Income	Shares
Diluted:
Continuing operations:
Income applicable to common shareholders – continuing operations	$	552	105,032	$	16,700	104,530
Effect of dilutive securities:
Share-based awards other than participating securities		-	133		-	98
Undistributed income reallocated to participating securities		-	-		1	-
Convertible preferred stock		-	-		10	361
Income applicable to common shareholders – continuing operations	$	552	105,165	$	16,711	104,989

Discontinued operations:
Income from discontinued operations, net of tax		1,058	105,165		48,853	104,989

Employee Benefit Plans (Tables)

3 Months Ended

Mar. 31, 2013

Employee Benefit Plans [Abstract]

Schedule Of Restricted Shares Granted To Executive Officers Management Employees And Non Employee Members Table

Date of Grant	Shares		Grant Date Fair Value Per Share	Vesting Period

January 2, 2013 ⁽¹⁾	89,329	$	20.64	33% per year over three years
January 2, 2013 ⁽²⁾	89,329		30.96	100% on January 1, 2016
January 2, 2013 ⁽³⁾	1,620		20.64	100% on January 1, 2015

(1) Reflects the grant of restricted shares to our executive officers.

(3) Reflects the grant of restricted shares to one of our directors.

Business Segment Information (Tables)

3 Months Ended

Mar. 31, 2013

Business Segment Information [Abstract]

Schedule Of Segment Reporting Information By Segment


		Three Months Ended
		March 31,
		2013		2012
Revenues —
Contracting Services	$	198,054	$	244,544
Production Facilities		20,393		20,022
Intercompany elimination		(21,018)		(34,724)
Total	$	197,429	$	229,842

Income (loss) from operations —
Contracting Services	$	39,304	$	59,124
Production Facilities		11,185		10,049
Corporate		(33,531)		(16,085)
Intercompany elimination		(1,720)		(3,020)
Total	$	15,238	$	50,068

Equity in earnings of equity investments	$	610	$	407

Summary Of Intercompany Segment Revenues


		Three Months Ended
		March 31,
		2013		2012

Contracting Services	$	16,345	$	23,201
Production Facilities		4,673		11,523
Total	$	21,018	$	34,724

Intercompany Segment Gross Profit (Losses)


		Three Months Ended
		March 31,
		2013		2012

Contracting Services	$	1,764	$	3,064
Production Facilities		(44)		(44)
Total	$	1,720	$	3,020

Summary of Identifiable Assets


		March 31,		December 31,
		2013		2012

Contracting Services	$	2,141,930	$	1,974,763
Production Facilities		496,986		503,531
Corporate and other		27,415		8,059
Discontinued operations		-		900,227
Total	$	2,666,331	$	3,386,580

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.

Assets And Liabilities Measured At Fair Value On A Recurring Basis

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2013

Fair Value Measurements [Abstract]

		Level 1		Level 2 ⁽¹⁾		Level 3		Total	Valuation Technique
Liabilities:
Fair value of long-term debt ⁽²⁾		681,558		117,597		–		799,155	(a)
Foreign currency forwards		–		11,958		–		11,958	(c)
Total liability	$	681,558	$	129,555	$	–	$	811,113

(2) See Note 7 for additional information regarding our long-term debt. The fair value of our debt is as follows:

Fair Value Of Long Term Debt


		March 31, 2013
		Carrying Value		Fair Value

Term Loan (mature July 2015) ^(a)	$	72,299	$	73,022
Revolving Credit Facility (matures July 2015) ^(a)		78,100		78,100
2032 Notes (mature March 2032) ^(b)		200,000		246,540
Senior Unsecured Notes (mature January 2016)		274,960		283,896
MARAD Debt (matures February 2027) ^(c)		102,759		117,597
Total debt	$	728,118	$	799,155

(a) In February 2013, we repaid $293.9 million of our Term Loans and $24.5 million under our Revolving Credit Facility with the after-tax proceeds from the sale of ERT.

(b) Carrying value excludes the related unamortized debt discount of $30.4 million at March 31, 2013.

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.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6479336&loc=d3e64711-112823

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6584090&loc=d3e28878-108400

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21538-112644

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28541-108399

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28551-108399

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21521-112644

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 22
-Article 5

Derivative Instruments And Hedging Activities [Abstract]

Derivative Instruments And Hedging Activities (Tables)

3 Months Ended

Mar. 31, 2013

Derivatives Not Designated As Hedging Instruments


	As of March 31, 2013			As of December 31, 2012
	Balance Sheet		Fair	Balance Sheet		Fair
	Location		Value	Location		Value
Asset Derivatives:
Oil contracts	Other current assets	$	-	Other current assets	$	5,800
Foreign exchange forwards	Other current assets		-	Other current assets		146
		$	-		$	5,946

Liability Derivatives:
Oil contracts	Accrued liabilities	$	-	Accrued liabilities	$	15,777
Interest rate swaps	Accrued liabilities		-	Accrued liabilities		489
Foreign exchange forwards	Accrued liabilities		821	Accrued liabilities		-
Interest rate swaps	Other long-term liabilities		-	Other long-term liabilities		32
Foreign exchange forwards	Other long-term liabilities		2	Other long-term liabilities		-
		$	823		$	16,298

Impact Of Derivative Instruments On Accumulated Comprehensive Income (Loss)


		Loss Recognized in OCI on Derivatives
		(Effective Portion)
		Three Months Ended
		March 31,
		2013		2012

Foreign exchange forwards	$	(7,238)	$	-
Oil and natural gas commodity contracts		-		(13,555)
Interest rate swaps		-		(247)
	$	(7,238)	$	(13,802)

Gain (Loss) Reclassified From Accumulated OCI Into Income


			Gain (Loss) Reclassified from
			Accumulated OCI into Income
	Location of Gain (Loss)		(Effective Portion)
	Reclassified from		Three Months Ended
	Accumulated OCI into Income		March 31,
	(Effective Portion)		2013		2012

Oil and natural gas commodity contracts	Income from discontinued operations, net of tax	$	-	$	109
Interest rate swaps	Net interest expense		-		(193)
Foreign exchange forwards	Cost of sales		(150)		-
		$	(150)	$	(84)

Impact Of Non Designated Derivative Instruments On Income Statement


			Gain (Loss) Recognized
			in Income on Derivatives
	Location of Gain (Loss)		Three Months Ended
	Recognized in Income		March 31,
	on Derivatives		2013		2012

Oil and natural gas commodity contracts	Loss on commodity derivative contracts	$	(14,113)	$	-
Interest rate swaps	Other income (expense), net		(86)		-
Foreign exchange forwards	Other income (expense), net		(1,244)		233
		$	(15,443)	$	233

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

3 Months Ended

Mar. 31, 2013

Condensed Consolidated Guarantor And Non-Guarantor Financial Information [Abstract]

Schedule of Condensed Balance Sheet

HELIX ENERGY SOLUTIONS GROUP, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

(UNAUDITED)

(in thousands)


		As of March 31, 2013
						Non-		Consolidating
		Helix		Guarantors		Guarantors		Entries		Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	551,596	$	7,274	$	66,780	$	-	$	625,650
Accounts receivable, net		75,490		30,366		36,937		-		142,793
Unbilled revenue		8,179		386		26,265		-		34,830
Income taxes receivable		-		-		3,402		(3,402)		-
Other current assets		40,566		4,946		15,742		(65)		61,189
Total current assets		675,831		42,972		149,126		(3,467)		864,462
Intercompany		(116,440)		334,709		(130,205)		(88,064)		-
Property and equipment, net		224,594		353,969		960,461		(6,297)		1,532,727
Other assets:
Equity investments in unconsolidated affiliates		-		-		165,452		-		165,452
Equity investments in affiliates		1,240,653		47,066		-		(1,287,719)		-
Goodwill		-		45,107		16,625		-		61,732
Other assets, net		39,678		136		31,507		(29,363)		41,958
Due from subsidiaries/parent		319,941		-		-		(319,941)		-
Total assets	$	2,384,257	$	823,959	$	1,192,966	$	(1,734,851)	$	2,666,331

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	55,165	$	16,824	$	28,564	$	-	$	100,553
Accrued liabilities		94,783		13,532		13,709		-		122,024
Income taxes payable		35,149		19,953		-		(19,305)		35,797
Current maturities of long-term debt		5,000		-		5,247		-		10,247
Total current liabilities		190,097		50,309		47,520		(19,305)		268,621
Long-term debt		589,948		-		97,513		-		687,461
Deferred tax liabilities		171,543		11,454		112,606		(5,501)		290,102
Other long-term liabilities		4,559		9,950		467		-		14,976
Due to parent		-		52,582		345,426		(398,008)		-
Total liabilities		956,147		124,295		603,532		(422,814)		1,261,160
Total equity		1,428,110		699,664		589,434		(1,312,037)		1,405,171
Total liabilities and shareholders' equity	$	2,384,257	$	823,959	$	1,192,966	$	(1,734,851)	$	2,666,331

HELIX ENERGY SOLUTIONS GROUP, INC.

CONDENSED CONSOLIDATING BALANCE SHEETS

(in thousands)


		As of December 31, 2012
						Non-		Consolidating
		Helix		Guarantors		Guarantors		Entries		Consolidated
ASSETS
Current assets:
Cash and cash equivalents	$	381,599	$	4,436	$	51,065	$	-	$	437,100
Accounts receivable, net		39,203		37,378		75,652		-		152,233
Unbilled revenue		13,959		875		19,006		-		33,840
Income taxes receivable		24,611		-		306		(10,716)		14,201
Other current assets		54,588		16,418		11,696		31		82,733
Current assets of discontinued operations		-		84,000		-		-		84,000
Total current assets		513,960		143,107		157,725		(10,685)		804,107
Intercompany		(154,756)		352,210		(125,889)		(71,565)		-
Property and equipment, net		208,190		351,746		930,556		(4,617)		1,485,875
Other assets:
Equity investments in unconsolidated affiliates		-		-		167,599		-		167,599
Equity investments in affiliates		1,762,359		53,461		-		(1,815,820)		-
Goodwill		-		45,107		17,828		-		62,935
Other assets, net		47,355		130		34,848		(32,496)		49,837
Due from subsidiaries/parent		294,461		485,096		-		(779,557)		-
Non-current assets of discontinued operations		-		816,227		-		-		816,227
Total assets	$	2,671,569	$	2,247,084	$	1,182,667	$	(2,714,740)	$	3,386,580

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	45,784	$	17,229	$	29,385	$	-	$	92,398
Accrued liabilities		117,902		26,019		17,593		-		161,514
Income taxes payable		-		26,618		-		(26,618)		-
Current maturities of long-term debt		11,487		-		5,120		-		16,607
Current liabilities of discontinued operations		-		182,527		-		-		182,527
Total current liabilities		175,173		252,393		52,098		(26,618)		453,046
Long-term debt		902,453		-		100,168		-		1,002,621
Deferred tax liabilities		168,688		86,925		109,171		(5,547)		359,237
Other long-term liabilities		1,453		3,086		486		-		5,025
Due to parent		-		-		323,049		(323,049)		-
Non-current liabilities of discontinued operations		-		147,237		-		-		147,237
Total liabilities		1,247,767		489,641		584,972		(355,214)		1,967,166
Total equity		1,423,802		1,757,443		597,695		(2,359,526)		1,419,414
Total liabilities and shareholders' equity	$	2,671,569	$	2,247,084	$	1,182,667	$	(2,714,740)	$	3,386,580

Schedule of Condensed Income Statement

HELIX ENERGY SOLUTIONS GROUP, INC.

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

(in thousands)


		Three Months Ended March 31, 2013
						Non-		Consolidating
		Helix		Guarantors		Guarantors		Entries		Consolidated

Net revenues	$	20,394	$	102,063	$	91,126	$	(16,154)	$	197,429
Cost of sales		16,589		74,370		70,100		(16,197)		144,862
Gross profit		3,805		27,693		21,026		43		52,567
Loss on commodity derivative contracts		(2,337)		(11,776)		-		-		(14,113)
Selling, general and administrative expenses		(15,790)		(3,909)		(3,517)		-		(23,216)
Income (loss) from operations		(14,322)		12,008		17,509		43		15,238
Equity in earnings of investments		33,146		(6,395)		610		(26,751)		610
Net interest expense and other		(8,780)		(1,149)		(4,142)		-		(14,071)
Income (loss) before income taxes		10,044		4,464		13,977		(26,708)		1,777
Income tax provision (benefit)		(6,268)		3,805		2,891		15		443
Income (loss) from continuing operations		16,312		659		11,086		(26,723)		1,334
Income (loss) from discontinued operations, net of tax		(14,724)		15,782		-		-		1,058
Net income (loss), including noncontrolling interest		1,588		16,441		11,086		(26,723)		2,392
Less net income applicable to noncontrolling interests		-		-		-		(777)		(777)
Net income (loss) applicable to Helix	$	1,588	$	16,441	$	11,086	$	(27,500)	$	1,615

Total comprehensive income (loss) applicable to Helix	$	1,588	$	9,203	$	5	$	(27,500)	$	(16,704)


		Three Months Ended March 31, 2012
						Non-		Consolidating
		Helix		Guarantors		Guarantors		Entries		Consolidated

Net revenues	$	20,022	$	107,603	$	125,900	$	(23,683)	$	229,842
Cost of sales		16,621		75,735		88,445		(23,442)		157,359
Gross profit (loss)		3,401		31,868		37,455		(241)		72,483
Selling, general and administrative expenses		(11,272)		(6,596)		(4,834)		287		(22,415)
Income (loss) from operations		(7,871)		25,272		32,621		46		50,068
Equity in earnings of investments		93,250		2,625		407		(95,875)		407
Net interest expense and other		(30,557)		67		(1,044)		-		(31,534)
Income (loss) before income taxes		54,822		27,964		31,984		(95,829)		18,941
Income tax provision (benefit)		(10,874)		8,882		3,255		15		1,278
Income (loss) from continuing operations		65,696		19,082		28,729		(95,844)		17,663
Income from discontinued operations, net of tax		-		48,853		-		-		48,853
Net income (loss), including noncontrolling interest		65,696		67,935		28,729		(95,844)		66,516
Less net income applicable to noncontrolling interests		-		-		-		(789)		(789)
Net income (loss) applicable to Helix	$	65,696	$	67,935	$	28,729	$	(96,633)	$	65,727

Total comprehensive income (loss) applicable to Helix	$	65,450	$	54,380	$	32,884	$	(96,637)	$	56,077

Schedule of Condensed Cash Flow Statement

HELIX ENERGY SOLUTIONS GROUP, INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)


		Three Months Ended March 31, 2013
						Non-		Consolidating
		Helix		Guarantors		Guarantors		Entries		Consolidated
Cash flows from operating activities:
Net income (loss), including noncontrolling interests	$	1,588	$	16,441	$	11,086	$	(26,723)	$	2,392
Adjustments to reconcile net income (loss), including noncontrolling interests to net cash provided by (used in) operating activities:
Equity in earnings of affiliates		(33,146)		6,395		-		26,751		-
Other adjustments		31,324		(46,931)		21,420		(16,372)		(10,559)
Cash provided by (used in) operating activities		(234)		(24,095)		32,506		(16,344)		(8,167)
Cash used in discontinued operations		-		(30,503)		-		-		(30,503)
Net cash provided by (used in) operating activities		(234)		(54,598)		32,506		(16,344)		(38,670)

Cash flows from investing activities:
Capital expenditures		166		(6,486)		(30,135)		-		(36,455)
Distributions from equity investments, net		-		-		2,050		-		2,050
Cash provided by (used in) investing activities		166		(6,486)		(28,085)		-		(34,405)
Cash provided by discontinued operations		-		582,965		-		-		582,965
Net cash provided by (used in) investing activities		166		576,479		(28,085)		-		548,560

Cash flows from financing activities:
Borrowings of debt		2,573		-		-		-		2,573
Repayments of debt		(322,842)		-		(2,529)		-		(325,371)
Deferred financing costs		(41)		-		-		-		(41)
Distributions to noncontrolling interests		-		-		(1,037)		-		(1,037)
Repurchases of common stock		(1,473)		-		-		-		(1,473)
Excess tax from stock-based compensation		617		-		-		-		617
Exercise of stock options, net and other		174		-		-		-		174
Intercompany financing		491,057		(519,043)		11,642		16,344		-
Net cash provided by (used in) financing activities		170,065		(519,043)		8,076		16,344		(324,558)

Effect of exchange rate changes on cash and cash equivalents		-		-		3,218		-		3,218
Net increase in cash and cash equivalents		169,997		2,838		15,715		-		188,550
Cash and cash equivalents:
Balance, beginning of year		381,599		4,436		51,065		-		437,100
Balance, end of period		551,596		7,274		66,780		-		625,650

HELIX ENERGY SOLUTIONS GROUP, INC.

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

(UNAUDITED)

(in thousands)


		Three Months Ended March 31, 2012
						Non-		Consolidating
		Helix		Guarantors		Guarantors		Entries		Consolidated
Cash flows from operating activities:
Net income (loss), including noncontrolling interests	$	65,696	$	67,935	$	28,729	$	(95,844)	$	66,516
Adjustments to reconcile net income (loss), including noncontrolling interests to net cash provided by (used in) operating activities:
Equity in earnings of affiliates		(93,250)		(2,625)		-		95,875		-
Other adjustments		15,695		(6,751)		(14,792)		(2,503)		(8,351)
Cash provided by (used in) operating activities		(11,859)		58,559		13,937		(2,472)		58,165
Cash provided by discontinued operations		-		75,640		-		-		75,640
Net cash provided by (used in) operating activities		(11,859)		134,199		13,937		(2,472)		133,805

Cash flows from investing activities:
Capital expenditures		(896)		(75,858)		(6,208)		-		(82,962)
Distributions from equity investments, net		-		-		5,943		-		5,943
Cash used in investing activities		(896)		(75,858)		(265)		-		(77,019)
Cash used in discontinued operations		-		(17,860)		-		-		(17,860)
Net cash used in investing activities		(896)		(93,718)		(265)		-		(94,879)

Cash flows from financing activities:
Borrowings of debt		400,000		-		-		-		400,000
Repayments of debt		(354,195)		-		(2,409)		-		(356,604)
Deferred financing costs		(6,337)		-		-		-		(6,337)
Repurchases of common stock		(991)		-		-		-		(991)
Excess tax from stock-based compensation		(340)		-		-		-		(340)
Exercise of stock options, net and other		381		-		-		-		381
Intercompany financing		45,040		(40,417)		(7,095)		2,472		-
Net cash provided by (used in) financing activities		83,558		(40,417)		(9,504)		2,472		36,109

Effect of exchange rate changes on cash and cash equivalents		-		-		(1,051)		-		(1,051)
Net increase in cash and cash equivalents		70,803		64		3,117		-		73,984
Cash and cash equivalents:
Balance, beginning of year		495,484		2,434		48,547		-		546,465
Balance, end of period		566,287		2,498		51,664		-		620,449

Company Overview (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Oct. 31, 2012
Company Overview [Abstract]
Proceeds from Divestiture of Businesses	$ 624,000
Sales price			$ 238,300
Deposit liability current	$ 50,000	$ 50,000

Details Of Certain Accounts (Other Current Assets) (Details) - USD ($) $ in Thousands	Mar. 31, 2013	Dec. 31, 2012
Details Of Certain Accounts [Abstract]
Other receivables	$ 737	$ 1,086
Prepaid insurance	4,337	11,999
Other prepaids	12,545	11,751
Spare parts inventory	2,589	2,480
Income tax receivable		14,201
Current deferred tax assets	34,397	43,942
Derivative assets		5,946
Other	6,584	5,529
Total other current assets	$ 61,189	$ 96,934

Details Of Certain Accounts (Other Assets, Net) (Details) - USD ($) $ in Thousands	Mar. 31, 2013	Dec. 31, 2012
Details Of Certain Accounts [Abstract]
Deferred dry dock expenses, net	$ 19,689	$ 22,704
Deferred financing costs, net	19,620	24,338
Intangible assets with finite lives, net	469	491
Other	2,180	2,304
Total other assets, net	$ 41,958	$ 49,837

Details Of Certain Accounts (Accrued Liabilities) (Details) - USD ($) $ in Thousands	Mar. 31, 2013	Dec. 31, 2012
Details Of Certain Accounts [Abstract]
Accrued payroll and related benefits	$ 34,721	$ 51,561
Current asset retirement obligations	4,048	2,898
Unearned revenue	6,964	6,137
Billing in excess of cost	4,625	6,445
Accrued interest	7,699	17,451
Derivative liability (Note 16)	2,008	16,266
Taxes payable excluding income tax payable	5,788	5,164
Pipelay assets sale deposit (Note 2)	50,000	50,000
Other	6,171	5,592
Total accrued liabilities	$ 122,024	$ 161,514

Oil And Gas Properties (Narrative) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Oil And Gas Properties [Line Items]
Net interest expense	$ 10,323	$ 14,477
Energy Resource Technology GOM, Inc [Member]
Oil And Gas Properties [Line Items]
Net interest expense	$ 2,700	$ 7,200

Oil and Gas Properties (Income (Loss) From Discontinued Operations) (Details) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2013

Mar. 31, 2012

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Income from discontinued operations, net of tax

$ 1,058

$ 48,853

Helix [Member]

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Income from discontinued operations, net of tax

(14,724)

Energy Resource Technology GOM, Inc [Member]

Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]

Revenues

48,847

^[1]

178,085

Production (lifting) costs

16,017

^[1]

37,020

Exploration expense

3,514

^[1]

754

Depreciation, depletion, amortization and accretion

1,226

^[1]

47,843

Proved property impairment and abandonment charges (credits)

(152)

^[1]

3,241

Loss on sale of oil and gas properties

1,478

Results Of Operations Gain on oil and gas derivative contracts

2,339

Selling and administrative expense

1,229

^[1]

3,281

Net interest expense and other

^[2]

2,732

^[1]

7,277

Total costs

24,566

^[1]

103,233

Pretax income from discontinued operations

24,281

^[1]

74,852

Income tax provision

8,499

^[1]

25,999

Income from operations of discontinued operations

15,782

^[1]

48,853

Loss on sale of business, net of tax

^[1]

(14,724)

Income from discontinued operations, net of tax

$ 1,058

^[1]

$ 48,853

[1]	Results for the first quarter of 2013 were through February 6, 2013 when ERT was sold.
[2]	Net interest expense of $2.7 million and $7.2 million for the three-month periods ended March 31, 2013 and 2012, respectively, was allocated to ERT primarily based on interest associated with indebtedness directly attributed to the substantial oil and gas acquisition made in 2006. This includes interest related to debt required to be paid upon the disposition of ERT.

Statement Of Cash Flow Information (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Statement Of Cash Flow Information [Abstract]
Accruals for capital expenditures	$ 23.3	$ 21.0

Statement Of Cash Flow Information (Supplemental Cash Flow Information) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Statement Of Cash Flow Information [Abstract]
Interest paid, net of capitalized interest	$ 20,164	$ 32,554
Income taxes paid	$ 4,521	$ 6,725

Equity Investments (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
Equity Investments (Details) - USD ($) $ in Thousands	Apr. 30, 2012	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Equity investments in unconsolidated affiliates		$ 165,452		$ 167,599
Equity in earnings of investments		$ 610	$ 407
Deepwater Gateway, L.L.C. [Member]
Equity method investment, ownership percentage		50.00%
Equity investments in unconsolidated affiliates		$ 90,200		91,400
Capitalized interest		$ 1,300		1,300
Independence Hub, LLC [Member]
Equity method investment, ownership percentage		20.00%
Equity investments in unconsolidated affiliates		$ 75,300		76,200
Capitalized interest		$ 4,500		$ 4,600
Clough Helix JV [Member]
Equity method investment, ownership percentage	50.00%
Exit Fee			3,000
Equity in earnings of investments	$ 3,700		$ (3,800)

The charge against earnings in the period, comprised of costs incurred associated with an exit or disposal activity other than for a discontinued operations as defined under generally accepted accounting principles. Costs of such activities include those for one-time termination benefits, termination of an operating lease or other contract, consolidating or closing facilities, and relocating employees, and costs associated with an ongoing benefit arrangement, but excludes costs associated with the retirement of a long-lived asset.

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.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 45
-Paragraph 1
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-Paragraph 2
-Subparagraph (SX 210.5-03.12)
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 03
-Paragraph 9
-Article 5

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-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
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-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 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
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-Number 210
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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-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.

Equity Investments (Distributions From Equity Investments) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Schedule of Equity Method Investments [Line Items]
Distributions from equity investments	$ 2,660	$ 6,350
Deepwater Gateway, L.L.C. [Member]
Schedule of Equity Method Investments [Line Items]
Distributions from equity investments	1,500	2,150
Independence Hub, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Distributions from equity investments	$ 1,160	$ 4,200

Equity Investments (Schedule Of Summarized Aggregated Financial Information Related To The Subsidiaries) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Equity Investments [Abstract]
Revenues	$ 9,025	$ 23,018
Operating income	3,296	17,379
Net income	3,296	$ 17,379
Current assets	16,776		$ 16,682
Total assets	531,749		537,251
Current liabilities	635		706
Total liabilities	$ 5,322		$ 5,320

The amount of assets reported by an equity method investment of the entity.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
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The amount of current assets reported by an equity method investment of the entity.

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The amount of current liabilities reported by an equity method investment of the entity.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
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The amount of liabilities reported by an equity method investment of the entity.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
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-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.

The amount of net income (loss) reported by an equity method investment of the entity.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-Number 210
-Section 02
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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-Name Statement of Financial Accounting Standard (FAS)
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher AICPA
-Name Accounting Principles Board Opinion (APB)
-Number 18
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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-Number 210
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
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Long-Term Debt (Narrative) (Details) - USD ($)

1 Months Ended

3 Months Ended

12 Months Ended

Feb. 28, 2013

Mar. 31, 2012

Mar. 31, 2005

Mar. 31, 2013

Dec. 31, 2012

Mar. 31, 2012

Dec. 31, 2012

Mar. 06, 2012

Dec. 31, 2007

Jul. 31, 2006

Sep. 30, 2005

Aggregate amount of debt payment

$ 687,461,000

^[1]

$ 1,002,621,000

$ 209,500,000

Accelerated amortization of debt discount

1,278,000

2,355,000

Loss on early extinguishment of debt

2,882,000

17,127,000

Deferred financing costs, net

19,620,000

24,338,000

Repayment of revolving credit facility

1,472,000

1,611,000

24,473,000

Debt Instrument, Unamortized Discount

^[1],[2]

$ 30,410,000

Expected life used to estimate fair value

6 years

Deferred financing costs

$ 41,000

6,337,000

Line of Credit Facility, Commitment Fee Percentage

$ 294,882,000

$ 750,000

0.50%

Convertible Senior Notes 2032 [Member]

Debt Instrument Convertible Conversion Premium Percentage

3.25%

Base Principal Amount

1,000

$ 1,000

35.00%

Issuance Of Notes Percentage

100.00%

Convertible Senior Notes, shares of common stock

39.9752

$ 169,590,000

Per share conversion price

$ 200,000,000

Effective interest rate

6.90%

$ 25.02

Proceeds from Issuance of Debt

195,000,000

Closing price per share

$ 18.53

Debt Instrument, Unamortized Discount

$ 35,400,000

$ 30,410,000

^[2]

$ 35,400,000

Helix Term Loan [Member]

Mandatory Prepayments Percentage

60.00%

^[3]

67,299,000

Revolving credit facility, outstanding

$ 72,300,000

$ 835,000,000

Average interest rate

4.00%

3.30%

4.00%

$ 2,900,000

Revolving Credit Facility [Member]

$ 293,900,000

Unsecured letters of credit

8,000,000

Original borrowing capacity

78,100,000

$ 600,000,000

$ 300,000,000

Revolving credit facility, outstanding

100,000,000

$ 100,000,000

Average interest rate

3.00%

Revolving credit facility available

$ 513,900,000

Helix Revolving Loans [Member]

^[3]

78,100,000

^[4]

78,100,000

Senior Unsecured Notes [Member]

24,500,000

Senior Unsecured Notes amount issued

9.50%

$ 550,000,000

274,960,000

Aggregate amount of debt payment

274,960,000

$ 213,500,000

Payment on senior notes

$ 200,000,000

Premium on debt extinguishment

9,500,000

Accrued interest on notes

4,000,000

Loss on early extinguishment of debt

11,500,000

Convertible Senior Notes 2025 [Member]

2,000,000

3.25%

Premium on debt extinguishment

$ 300,000,000

Payment on senior notes

145,100,000

1,800,000

Accrued interest on notes

1,100,000

Accelerated amortization of debt discount

3,500,000

Loss on early extinguishment of debt

5,600,000

Debt instrument issued percentage

100.00%

Debt Instrument, Repurchase Amount

300,000

$ 142,200,000

$ 3,500,000

$ 154,300,000

MARAD Debt [Member]

4.93%

97,512,000

^[5]

$ 102,759,000

Debt percentage guaranteed

0.20%

50.00%

Minimum [Member]

Commitment fee percentage

2.00%

Minimum [Member] | Helix Term Loan [Member]

Minimum [Member] | Helix Revolving Loans [Member]

2.25%

1.50%

Maximum [Member]

Commitment fee percentage

3.00%

Maximum [Member] | Helix Term Loan [Member]

Maximum [Member] | Helix Revolving Loans [Member]

3.50%

3.50%

[1]	Beginning in March 2018, the holders of these Convertible Senior Notes may require us to repurchase these notes or we may at our own option elect to repurchase notes. These notes will mature in March 2032.
[2]	The notes will increase to their principal amount through accretion of non-cash interest charges through March 2018 for the Convertible Senior Notes due 2032.
[3]	Amounts reflect our remaining Term Loan debt. In February 2013, we repaid $293.9 million of our Term Loan debt and $24.5 million under our Revolving Credit Facility with the after-tax proceeds from the sale of ERT.
[4]	In February 2013, we repaid $293.9 million of our Term Loans and $24.5 million under our Revolving Credit Facility with the after-tax proceeds from the sale of ERT.
[5]	The estimated fair value of all debt, other than the 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 marketplace with similar terms. The fair value of the MARAD Debt was estimated using Level 2 fair value inputs using the market approach.

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

Mar. 31, 2013

Dec. 31, 2012

Mar. 31, 2012

Less than one year

^[1]

$ 10,247

One to two years

^[1]

10,508

^[1]

421,142

Three to four years

^[1]

6,072

Four to five years

^[1]

6,375

Over five years

^[1]

273,774

^[1]

728,118

Current maturities

(10,247)

^[1]

$ (16,607)

Unamortized debt discount

^[1]

717,871

^[1],[2]

(30,410)

687,461

^[1]

1,002,621

Helix Term Loan [Member]

Less than one year

^[3]

5,000

One to two years

^[3]

5,000

^[3]

62,299

^[3]

72,299

Current maturities

^[3]

(5,000)

^[3]

67,299

Helix Revolving Loans [Member]

^[3]

67,299

^[3]

78,100

^[3]

78,100

^[3]

78,100

Senior Unsecured Notes [Member]

^[3]

78,100

274,960

274,960

274,960

274,960

MARAD Debt [Member]

5,247

5,508

5,783

6,072

6,375

73,774

102,759

(5,247)

97,512

Convertible Senior Notes 2032 [Member]

97,512

Over five years

200,000

200,000

Unamortized debt discount

200,000

(30,410)

^[2]

$ (35,400)

169,590

Helix [Member]

Current maturities

(5,000)

(11,487)

Stockholders' Equity Note [Abstract]

$ 589,948

$ 902,453

[1]	Beginning in March 2018, the holders of these Convertible Senior Notes may require us to repurchase these notes or we may at our own option elect to repurchase notes. These notes will mature in March 2032.
[2]	The notes will increase to their principal amount through accretion of non-cash interest charges through March 2018 for the Convertible Senior Notes due 2032.
[3]	Amounts reflect our remaining Term Loan debt. In February 2013, we repaid $293.9 million of our Term Loan debt and $24.5 million under our Revolving Credit Facility with the after-tax proceeds from the sale of ERT.

Long-Term Debt (Schedule Of Redemption Price By Maturity) (Details)	3 Months Ended
	Mar. 31, 2013
Long-Term Debt [Abstract]
Redemption Price, 2013	102.375%
Redemption Price, 2014 and thereafter	100.00%

Long-Term Debt (Schedule of Deferred Financing Costs) (Details) - USD ($) $ in Thousands	Mar. 31, 2013	Dec. 31, 2012
Helix Term Loan [Member]
Gross Carrying Amount	$ 15,325	$ 15,318
Accumulated Amortization	(14,669)	(11,595)
Net	656	3,723
2025 Notes [Member]
Gross Carrying Amount		8,189
Accumulated Amortization		(8,189)
2032 Notes [Member]
Gross Carrying Amount	3,759	4,251
Accumulated Amortization	(687)	(534)
Net	3,072	3,717
Helix Revolving Loans [Member]
Gross Carrying Amount	20,046	20,021
Accumulated Amortization	(13,225)	(12,466)
Net	6,821	7,555
Senior Unsecured Notes [Member]
Gross Carrying Amount	10,643	10,643
Accumulated Amortization	(8,402)	(8,252)
Net	2,241	2,391
MARAD Debt [Member]
Gross Carrying Amount	12,200	12,200
Accumulated Amortization	(5,370)	(5,248)
Net	6,830	6,952
Debt [Member]
Gross Carrying Amount	61,973	70,622
Accumulated Amortization	(42,353)	(46,284)
Net	$ 19,620	$ 24,338

Long-Term Debt (Interest Expense And Capitalized Interest) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Long-Term Debt [Abstract]
Interest expense	$ 12,578	$ 15,244
Interest income	(316)	(288)
Capitalized interest	(1,939)	(479)
Interest expense, net	$ 10,323	$ 14,477

Income Taxes (Narrative) (Details)	3 Months Ended
Income Taxes (Narrative) (Details)	Mar. 31, 2013	Mar. 31, 2012
Income Taxes [Abstract]
Effective tax rate	24.90%	6.70%
Statutory rate	35.00%	35.00%

Income Taxes (Schedule of Income Tax Rate Reconciliation) (Details)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract]
Statutory rate	35.00%	35.00%
Foreign provision	(10.70%)	(26.50%)
Other	0.60%	(1.80%)
Effective tax rate	24.90%	6.70%

Shareholders' Equity (Components Of Accumulated Other Comprehensive Loss) (Details) - USD ($)
$ in Thousands

Mar. 31, 2013

Dec. 31, 2012

Cumulative foreign currency translation adjustment

$ (26,748)

$ (15,667)

Unrealized gain (loss) on hedges, net

^[1]

(7,238)

Accumulated other comprehensive loss

(33,986)

$ (15,667)

Deferred Tax Assets, Other Comprehensive Loss

$ 3,900

[1]	Amount at March 31, 2013 is related to foreign currency hedges for the Grand Canyon, Grand Canyon II and Grand Canyon III and is net of deferred income taxes totaling $3.9 million.

Accumulated change, net of tax, in accumulated gains and losses from derivative instruments designated and qualifying as the effective portion of cash flow hedges. Includes an entity's share of an equity investee's Increase or Decrease in deferred hedging gains or losses.

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.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Topic 220
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-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 8: http://www.xbrl.org/2003/role/presentationRef
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-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 9: http://www.xbrl.org/2003/role/presentationRef
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-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 10: 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 11: 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.

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.

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Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 31
-Article 5

Reference 5: http://www.xbrl.org/2003/role/presentationRef
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-Name FASB Staff Position (FSP)
-Number FAS115-1/124-1
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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-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 7: http://www.xbrl.org/2003/role/presentationRef
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-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 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences from unrealized losses in other comprehensive income.

Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-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)
-Number 109
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-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 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Statement of Financial Accounting Standard (FAS)
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-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.

Grant Share Amount A [Member]

Earnings Per Share (Narrative) (Details)	3 Months Ended
Earnings Per Share (Narrative) (Details)	Mar. 31, 2013 $ / shares
Convertible Senior Notes 2032 [Member]
Debt Instrument, Convertible, Stock Price Trigger	$ 32.53
Convertible Senior Notes 2025 [Member]
Debt Instrument, Convertible, Conversion Price	32.14
Debt Instrument, Convertible, Stock Price Trigger	$ 38.57

Earnings per Share (Computations Of Basic And Diluted EPS) (Details) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Earnings Per Share [Abstract]
Net income (loss) applicable to Helix	$ 1,615	$ 65,727
Less: Income from discontinued operations, net of tax	(1,058)	(48,853)
Income (loss) from continuing operations	557	16,874
Less: Undistributed net income allocable to participating securities	(5)	(174)
Income applicable to common shareholders - continuing operations	552	16,700
Less: Undistributed net income from discontinued operations allocable to participating securities	(8)	(503)
Income applicable to common shareholders - discontinued operations	$ 1,050	$ 48,350
Weighted average number of shares outstanding - basic	105,032	104,530
Share-based awards other than participating securities, Shares	133	98
Undistributed earnings reallocated to participating securities, value		$ 1
Covertible preferred stock		$ 10
Convertible preferred stock, Shares		361
Net income applicable to Helix - Diluted	$ 552	$ 16,711
Weighted average number of shares outstanding, diluted, total	105,165	104,989
Income from discontinued operations, net of tax	$ 1,058	$ 48,853

Employee Benefit Plans (Narrative) (Details) - USD ($) shares in Millions, $ in Millions	1 Months Ended	3 Months Ended		12 Months Ended
	Jan. 31, 2013	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Percentage Of Share Of Non Vested Stock Considered As Call Option		85.00%
Percentage of share of non-vested stock considered as put-option		15.00%
Stock Authorized Shares Employee Stock Purchase Plans		1.5
Shares available for grant		6.4
Compensation cost related to restricted shares		$ 3.4	$ 1.8
Allocated Share-based Compensation Expense		0.2
Deferred Compensation Arrangement with Individual, Cash Awards Granted, Amount	$ 5.9			$ 4.2
Deferred Compensation Arrangement with Individual, Compensation Expense		2.5	2.4
Deferred Compensation Cash-based Arrangements, Liability, Current		8.3		13.0
Segment, Discontinued Operations [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Compensation cost related to restricted shares		1.3
Executive Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Deferred Compensation Arrangement with Individual, Compensation Expense		1.6	$ 2.0
Deferred Compensation Cash-based Arrangements, Liability, Current		$ 7.5		$ 11.7
Maximum Shares As Incentive Options Member
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant		2.0

Employee Benefit Plans (Restricted Shares Granted) (Details)

3 Months Ended

Mar. 31, 2013

$ / shares

Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]

Restricted share grants, Date of Grant

Jan. 02, 2013

^[1]

Restricted share grants, Shares | shares

89,329

^[1]

Restricted share grants, Market Value Per Share | $ / shares

$ 20.64

^[1]

Restricted share grants, vesting percentage

33.00%

^[1]

Restricted share grants Vesting Period, in years

3 years

^[1]

Grant Share Amount B [Member]

Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]

Restricted share grants, Date of Grant

Jan. 02, 2013

^[2]

Restricted share grants, Shares | shares

89,329

^[2]

Restricted share grants, Market Value Per Share | $ / shares

$ 30.96

^[2]

Restricted share grants, vesting percentage

100.00%

^[2]

Restricted stock, vesting date

Jan. 01, 2016

^[2]

Grant Share Amount C [Member]

Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]

Restricted share grants, Date of Grant

Jan. 02, 2013

^[3]

Restricted share grants, Shares | shares

1,620

^[3]

Restricted share grants, Market Value Per Share | $ / shares

$ 20.64

^[3]

Restricted share grants, vesting percentage

100.00%

^[3]

Restricted stock, vesting date

Jan. 01, 2015

^[3]

Maximum [Member] | Grant Share Amount B [Member]

Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]

Maximum award percentage

200.00%

[1]	Reflects the grant of restricted shares to our executive officers.
[2]	Reflects the grant of performance share units (“PSUs”) to our executive officers. The estimated fair value of the PSUs on grant date was determined using a Monte Carlo simulation model. The PSUs provide for an award based on the performance of our common stock over a three-year period with the maximum award being 200% of the original awarded PSUs and the minimum amount being zero. The vested PSUs will be settled in an equivalent number of shares of our common stock unless the Compensation Committee of our Board of Directors elects to pay in cash.
[3]	Reflects the grant of restricted shares to one of our directors.

Business Segment Information (Summary Of Financial Data By Segment) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Segment Reporting Information [Line Items]
Revenues	$ 197,429	$ 229,842
Income (loss) from operations	15,238	50,068
Equity in earnings of investments	610	407
Contracting Services [Member]
Segment Reporting Information [Line Items]
Revenues	198,054	244,544
Income (loss) from operations	39,304	59,124
Production Facilities [Member]
Segment Reporting Information [Line Items]
Revenues	20,393	20,022
Income (loss) from operations	11,185	10,049
Intercompany Elimination [Member]
Segment Reporting Information [Line Items]
Revenues	(21,018)	(34,724)
Income (loss) from operations	(1,720)	(3,020)
Corporate [Member]
Segment Reporting Information [Line Items]
Income (loss) from operations	$ (33,531)	$ (16,085)

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Business Segment Information (Summary Of Intercompany Segment Revenues) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Segment Reporting Information [Line Items]
Intercompany segment revenues	$ 21,018	$ 34,724
Contracting Services [Member]
Segment Reporting Information [Line Items]
Intercompany segment revenues	16,345	23,201
Production Facilities [Member]
Segment Reporting Information [Line Items]
Intercompany segment revenues	$ 4,673	$ 11,523

Business Segment Information (Intercompany Segment Gross Profit (Loss)) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Segment Reporting Information [Line Items]
Gross profit (loss) with other operating segments of same entity	$ 1,720	$ 3,020
Contracting Services [Member]
Segment Reporting Information [Line Items]
Gross profit (loss) with other operating segments of same entity	1,764	3,064
Production Facilities [Member]
Segment Reporting Information [Line Items]
Gross profit (loss) with other operating segments of same entity	$ (44)	$ (44)

Business Segment Information (Intercompany Segment Assets) (Details) - USD ($) $ in Thousands	Mar. 31, 2013	Dec. 31, 2012
Assets	$ 2,666,331	$ 3,386,580
Contracting Services [Member]
Assets	2,141,930	1,974,763
Production Facilities [Member]
Assets	496,986	503,531
Corporate and Other [Member]
Assets	$ 27,415	8,059
Discontinued Operations [Member]
Assets		$ 900,227

Related Party Transactions (Details) - USD ($) $ in Millions	1 Months Ended	3 Months Ended
	Apr. 30, 2000	Mar. 31, 2013	Mar. 31, 2012
Percentage of working interests acquired	20.00%
Royalty interest	25.00%
Partnership interests		83.00%
OKCD [Member]
Financing exploratory costs	$ 20.0
Related party payment		$ 0.6	$ 1.7

Commitments And Contingencies (Narrative) (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	12 Months Ended
	Aug. 31, 2012	Mar. 31, 2013	Dec. 31, 2010	Dec. 31, 2012
Property and equipment		$ 2,115,321		$ 2,051,796
Trade receivables collected		303,000
Value added tax assessment		28,000
Purchaser [Member]
Guarantor Obligations, Maximum Exposure, Undiscounted		100,000
Helix [Member]
Guarantor Obligations, Maximum Exposure, Undiscounted		50,000
Helix 534 [Member]
Property and equipment		147,900
Payments to Acquire Property, Plant, and Equipment	$ 85,000
Q5000 [Member]
Long-term Purchase Commitment, Amount		386,500
Property and equipment		142,600
Payments to Acquire Property, Plant, and Equipment		$ 115,900
Allowance for Doubtful Accounts [Member]
Valuation Allowances and Reserves, Deductions			$ 4,000

Fair Value Measurements (Assets And Liabilities Measured At Fair Value On A Recurring Basis) (Details)
$ in Thousands

Mar. 31, 2013

USD ($)

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

$ 811,113

Level 1 [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

681,558

Level 2 [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

129,555

^[1]

Level 3 [Member]

Fair Value Of Long Term Debt [Member]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

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

799,155

^[2]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

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

681,558

^[2]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

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

117,597

^[1],[2]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Foreign Currency Forwards [Member]

^[2]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

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

11,958

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

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

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

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

11,958

^[1]

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Unamortized debt discount

[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 based on market data. Our actual results may differ from our estimates, and these differences could be positive or negative.

[2]

See Note 7 for additional information regarding our long-term debt. The fair value of our debt is as follows: March 31, 2013Carrying ValueFair ValueTerm Loan (mature July 2015) (a)$ 72,299$ 73,022Revolving Credit Facility (matures July 2015) (a) 78,100 78,1002032 Notes (mature March 2032) (b) 200,000 246,540Senior Unsecured Notes (mature January 2016) 274,960 283,896MARAD Debt (matures February 2027) (c) 102,759 117,597Total debt$ 728,118$ 799,155(a) In February 2013, we repaid $293.9 million of our Term Loans and $24.5 million under our Revolving Credit Facility with the after-tax proceeds from the sale of ERT. (b) Carrying value excludes the related unamortized debt discount of $30.4 million at March 31, 2013. (c ) The estimated fair value of all debt, other than the 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 marketplace with similar terms. The fair value of the MARAD Debt was estimated using Level 2 fair value inputs using the market approach.

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

1 Months Ended

3 Months Ended

Feb. 28, 2013

Mar. 31, 2013

Mar. 31, 2012

^[1],[2]

$ 30,410

Repayment of Helix Term Notes

294,882

$ 750

Term Loan [Member]

^[3]

73,022

Helix Revolving Loans [Member]

^[3]

72,299

^[3]

78,100

Repayment of Helix Term Notes

^[3]

78,100

$ 24,500

Convertible Senior Notes (Matures March 2032) [Member]

^[4]

246,540

Senior Unsecured Notes [Member]

^[4]

200,000

283,896

274,960

MARAD Debt [Member]

^[5]

117,597

^[5]

102,759

Helix Term Loan [Member]

Repayment of Helix Term Notes

72,300

$ 293,900

Loan Notes [Member]

799,155

$ 728,118

[1]	Beginning in March 2018, the holders of these Convertible Senior Notes may require us to repurchase these notes or we may at our own option elect to repurchase notes. These notes will mature in March 2032.
[2]	The notes will increase to their principal amount through accretion of non-cash interest charges through March 2018 for the Convertible Senior Notes due 2032.
[3]	In February 2013, we repaid $293.9 million of our Term Loans and $24.5 million under our Revolving Credit Facility with the after-tax proceeds from the sale of ERT.
[4]	Carrying value excludes the related unamortized debt discount of $30.4 million at March 31, 2013.
[5]	The estimated fair value of all debt, other than the 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 marketplace with similar terms. The fair value of the MARAD Debt was estimated using Level 2 fair value inputs using the market approach.

Derivative Instruments And Hedging Activities (Narrative) (Details) kr in Millions, $ in Millions	1 Months Ended
	Feb. 20, 2013 USD ($)	Mar. 31, 2013 NOK (kr)	Mar. 31, 2013 USD ($)
Oil And Natural Gas Commodity Contracts [Member]
Derivative Cash Settlement	$ 22.5
Interest Rate Swaps [Member]
Derivative Cash Settlement	$ 0.6
Foreign Exchange Contracts [Member]
Liability derivatives designated as hedging instruments			$ 11.1
Foreign Exchange Contracts [Member] \| Accrued Liabilities [Member]
Liability derivatives designated as hedging instruments			1.2
Foreign Exchange Contracts [Member] \| Other Liabilities [Member]
Liability derivatives designated as hedging instruments			9.9
Grand Canyon I I I [Member]
Notional Amount of Foreign Currency Derivatives		kr 595.0	98.8
Grand Canyon I I [Member]
Notional Amount of Foreign Currency Derivatives		594.7	100.4
Grand Canyon [Member]
Notional Amount of Foreign Currency Derivatives		kr 591.3	$ 104.6

Derivative Instruments And Hedging Activities (Derivatives Not Designated As Hedging Instruments) (Details) - USD ($) $ in Thousands	Mar. 31, 2013	Dec. 31, 2012
Asset derivatives not designated as hedging instruments		$ 5,946
Liability derivatives not designated as hedging instruments	$ 823	16,298
Accrued Liabilities [Member] \| Foreign Exchange Forward [Member]
Liability derivatives not designated as hedging instruments	821
Accrued Liabilities [Member] \| Oil Contract [Member]
Liability derivatives not designated as hedging instruments		15,777
Accrued Liabilities [Member] \| Interest Rate Swaps [Member]
Liability derivatives not designated as hedging instruments		489
Other Liabilities [Member] \| Foreign Exchange Forward [Member]
Liability derivatives not designated as hedging instruments	$ 2
Other Liabilities [Member] \| Interest Rate Swaps [Member]
Liability derivatives not designated as hedging instruments		32
Other Current Assets [Member] \| Foreign Exchange Forward [Member]
Asset derivatives not designated as hedging instruments		146
Other Current Assets [Member] \| Oil Contract [Member]
Asset derivatives not designated as hedging instruments		$ 5,800

Derivative Instruments And Hedging Activities (Impact Of Derivative Instruments On Accumulated Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)	$ (7,238)	$ (13,802)
Oil And Natural Gas Commodity Contracts [Member]
Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)		(13,555)
Interest Rate Swaps [Member]
Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)		$ (247)
Foreign Exchange Forward [Member]
Gain (Loss) Recognized in OCI on Derivatives (Effective Portion)	$ (7,238)

Derivative Instruments And Hedging Activities (Gain (Loss) Reclassified From Accumulated OCI Into Income) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	$ (150)	$ (84)
Oil And Natural Gas Commodity Contracts [Member] \| Income From Discontinued Operations Net Of Tax [Member]
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		109
Interest Rate Contracts [Member] \| Net Interest Expense [Member]
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)		$ (193)
Foreign Exchange Forward [Member] \| Cost of Sales [Member]
Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	$ (150)

Derivative Instruments And Hedging Activities (Impact Of Non Designated Derivative Instruments On Income Statement) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Gain (Loss) Recognized in Income on Derivatives	$ (15,443)	$ 233
Foreign Exchange Contracts [Member] \| Other Expense [Member]
Gain (Loss) Recognized in Income on Derivatives	(1,244)	$ 233
Oil And Natural Gas Commodity Contracts [Member] \| Non Hedge Loss On Commodity Derivative Contracts [Member]
Gain (Loss) Recognized in Income on Derivatives	(14,113)
Interest Rate Swaps [Member] \| Other Expense [Member]
Gain (Loss) Recognized in Income on Derivatives	$ (86)

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.

Condensed Consolidated Guarantor And Non-Guarantor Financial Information (Schedule Of Condensed Consolidating Balance Sheets) (Details) - USD ($)
$ in Thousands

Mar. 31, 2013

Dec. 31, 2012

Mar. 31, 2012

Dec. 31, 2011

$ 625,650

$ 437,100

$ 620,449

$ 546,465

142,793

152,233

34,830

33,840

14,201

Current assets of discontinued operations

61,189

82,733

84,000

864,462

804,107

Equity investments in unconsolidated affiliates

1,532,727

1,485,875

165,452

167,599

Goodwill, net

61,732

62,935

Non-current assets of discontinued operations

41,958

49,837

816,227

2,666,331

3,386,580

100,553

92,398

122,024

161,514

35,797

Current liabilities of discontinued operations

10,247

^[1]

16,607

182,527

268,621

453,046

687,461

^[1]

1,002,621

290,102

359,237

Non-current liabilities of discontinued operations

14,976

5,025

147,237

1,261,160

1,967,166

1,405,171

1,419,414

2,666,331

3,386,580

Helix [Member]

551,596

381,599

566,287

495,484

75,490

39,203

8,179

13,959

24,611

40,566

54,588

675,831

513,960

(116,440)

(154,756)

Equity investments in affiliates

224,594

208,190

1,240,653

1,762,359

Due from subsidiaries/parent

39,678

47,355

319,941

294,461

2,384,257

2,671,569

55,165

45,784

94,783

117,902

35,149

5,000

11,487

190,097

175,173

589,948

902,453

171,543

168,688

4,559

1,453

956,147

1,247,767

1,428,110

1,423,802

2,384,257

2,671,569

Guarantors [Member]

7,274

4,436

2,498

2,434

30,366

37,378

386

875

Current assets of discontinued operations

4,946

16,418

84,000

42,972

143,107

334,709

352,210

Equity investments in affiliates

353,969

351,746

47,066

53,461

Goodwill, net

45,107

Due from subsidiaries/parent

136

130

485,096

Non-current assets of discontinued operations

816,227

823,959

2,247,084

16,824

17,229

13,532

26,019

Current liabilities of discontinued operations

19,953

26,618

182,527

50,309

252,393

11,454

86,925

Non-current liabilities of discontinued operations

9,950

3,086

Due to parent

52,582

147,237

124,295

489,641

699,664

1,757,443

823,959

2,247,084

Non-Guarantors [Member]

66,780

51,065

$ 51,664

$ 48,547

36,937

75,652

26,265

19,006

3,402

306

15,742

11,696

149,126

157,725

(130,205)

(125,889)

Equity investments in unconsolidated affiliates

960,461

930,556

165,452

167,599

Goodwill, net

16,625

17,828

31,507

34,848

1,192,966

1,182,667

28,564

29,385

13,709

17,593

5,247

5,120

47,520

52,098

97,513

100,168

112,606

109,171

467

486

Due to parent

345,426

323,049

603,532

584,972

589,434

597,695

Consolidating Entries [Member]

1,192,966

1,182,667

(3,402)

(10,716)

(65)

(3,467)

(10,685)

(88,064)

(71,565)

Equity investments in affiliates

(6,297)

(4,617)

(1,287,719)

(1,815,820)

Due from subsidiaries/parent

(29,363)

(32,496)

(319,941)

(779,557)

(1,734,851)

(2,714,740)

(19,305)

(26,618)

(19,305)

(26,618)

(5,501)

(5,547)

Due to parent

(398,008)

(323,049)

(422,814)

(355,214)

(1,312,037)

(2,359,526)