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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D. C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 0-21086
 Global Industries, Ltd.
  Louisiana
    
    72-1212563(State or other jurisdiction of
    
    (I.R.S. Employer Identification No.)incorporation or organization)8000 Global DriveCarlyss, Louisiana
    
    70665(Address of principal executive offices)
    
    (Zip Code)
 (337) 583-5000
 None
  þ o
  o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ




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Global Industries, Ltd.
Table of Contents
 PagePART I   FINANCIAL INFORMATIONItem 1. Financial Statements
    
    
    3Report of Independent Registered Public Accounting Firm
    
    
    3Condensed Consolidated Balance Sheets (Unaudited)
    
    
    4Condensed Consolidated Statements of Operations (Unaudited)
    
    
    5Condensed Consolidated Statements of Cash Flows (Unaudited)
    
    
    6Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    21Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    28Item 4. Controls and Procedures
    
    
    29PART II   OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    30Item 1A. Risk Factors
    
    
    30Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    30Item 6. Exhibits
    
    
    31Signature
    
    
    32EX-10.5EX-10.7EX-15.1EX-31.1EX-31.2EX-32.1EX-32.2
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PART I  FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements.
 
 Report of Independent Registered Public Accounting Firm
       
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GLOBAL INDUSTRIES, LTD.
 
 CONDENSED CONSOLIDATED BALANCE SHEETS  (In thousands)
 March 31,
    
    
    December 31,2010
    
    
    2009(Unaudited)ASSETSCurrent AssetsCash and cash equivalents
    
    $
    307,022
    
    
    $
    344,855Restricted cash
    
    
    4,014
    
    
    
    1,139Marketable securities
    
    
    30,750
    
    
    
    30,750Accounts receivable  net of allowance of $1,816 for 2010 and $2,765 for 2009
    
    
    114,501
    
    
    
    160,273Unbilled work on uncompleted contracts
    
    
    67,543
    
    
    
    92,569Contract costs incurred not yet recognized
    
    
    3,001
    
    
    
    489Deferred income taxes
    
    
    2,518
    
    
    
    2,945Assets held for sale
    
    
    20,671
    
    
    
    16,152Prepaid expenses and other
    
    
    37,405
    
    
    
    31,596Total current assets
    
    
    587,425
    
    
    
    680,768Property and Equipment, net
    
    
    743,426
    
    
    
    722,819Other AssetsMarketable securities  long-term
    
    
    
    
    
    
    11,097Accounts receivable  long-term
    
    
    13,841
    
    
    
    12,294Deferred charges, net
    
    
    45,719
    
    
    
    49,866Goodwill
    
    
    37,388
    
    
    
    37,388Other
    
    
    8,648
    
    
    
    9,961Total other assets
    
    
    105,596
    
    
    
    120,606Total
    
    $
    1,436,447
    
    
    $
    1,524,193LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesCurrent maturities of long term debt
    
    $
    3,960
    
    
    $
    3,960Accounts payable
    
    
    132,649
    
    
    
    192,008Employee-related liabilities
    
    
    16,590
    
    
    
    18,079Income taxes payable
    
    
    41,898
    
    
    
    45,301Other accrued liabilities
    
    
    11,951
    
    
    
    15,811Total current liabilities
    
    
    207,048
    
    
    
    275,159Long-Term Debt
    
    
    294,581
    
    
    
    294,366Deferred Income Taxes
    
    
    67,891
    
    
    
    69,998Other Liabilities
    
    
    16,227
    
    
    
    15,171Commitments and Contingencies
    
    
    
    
    
    
    Shareholders EquityCommon stock, $0.01 par value, 150,000 shares authorized, and 121,028 and
119,989 shares issued at March 31, 2010 and December 31, 2009, respectively
    
    
    1,210
    
    
    
    1,200Additional paid-in capital
    
    
    516,092
    
    
    
    513,353Retained earnings
    
    
    447,072
    
    
    
    468,430Treasury stock at cost, 6,130 shares
    
    
    (105,038
    )
    
    
    (105,038
    )Accumulated other comprehensive loss
    
    
    (8,636
    )
    
    
    (8,446
    )Total shareholders equity
    
    
    850,700
    
    
    
    869,499Total
    
    $
    1,436,447
    
    
    $
    1,524,193
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GLOBAL INDUSTRIES, LTD.
 
 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS  (In thousands, except per share data)
(Unaudited)
 Three Months EndedMarch 312010
    
    
    2009Revenues
    
    $
    106,811
    
    
    $
    269,465Cost of operations
    
    
    111,060
    
    
    
    224,098Gross profit (loss)
    
    
    (4,249
    )
    
    
    45,367Loss (gain) on asset disposals and impairments
    
    
    574
    
    
    
    (4,808
    )Selling, general and administrative expenses
    
    
    17,544
    
    
    
    19,871Operating income (loss)
    
    
    (22,367
    )
    
    
    30,304Interest income
    
    
    241
    
    
    
    574Interest expense
    
    
    (2,903
    )
    
    
    (3,493
    )Other income (expense), net
    
    
    (427
    )
    
    
    2,078Income (loss) before taxes
    
    
    (25,456
    )
    
    
    29,463Income tax expense (benefits)
    
    
    (4,098
    )
    
    
    10,432Net income (loss)
    
    $
    (21,358
    )
    
    $
    19,031Earnings (Loss) Per Common ShareBasic
    
    $
    (0.19
    )
    
    $
    0.17Diluted
    
    $
    (0.19
    )
    
    $
    0.17Weighted Average Common Shares OutstandingBasic
    
    
    113,366
    
    
    
    113,671Diluted
    
    
    113,366
    
    
    
    114,062
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GLOBAL INDUSTRIES, LTD.
 
 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS  (In thousands)
(Unaudited)
 Three Months EndedMarch 312010
    
    
    2009Cash Flows From Operating ActivitiesNet income (loss)
    
    $
    (21,358
    )
    
    $
    19,031Adjustments to reconcile net income (loss) to net cash provided by (used in)
operating activities:Depreciation and non-stock-based amortization
    
    
    11,581
    
    
    
    15,629Stock-based compensation expense
    
    
    3,494
    
    
    
    1,974Provision for doubtful accounts
    
    
    (459
    )
    
    
    3,066Gain on sale or disposal of property and equipment
    
    
    (138
    )
    
    
    (4,851
    )Derivative (gain) loss
    
    
    799
    
    
    
    Loss on asset impairments
    
    
    712
    
    
    
    43Deferred income taxes
    
    
    (1,569
    )
    
    
    (1,854
    )Other
    
    
    561
    
    
    
    Changes in operating assets and liabilitiesAccounts receivable, unbilled work, and contract costs
    
    
    67,199
    
    
    
    (39,508
    )Prepaid expenses and other
    
    
    (5,997
    )
    
    
    582Accounts payable, employee-related liabilities, and other accrued liabilities
    
    
    (37,952
    )
    
    
    (1,617
    )Deferred dry-docking costs incurred
    
    
    (2,231
    )
    
    
    (2,535
    )Net cash provided by (used in) operating activities
    
    
    14,642
    
    
    
    (10,040
    )Cash Flows From Investing ActivitiesProceeds from the sale of assets
    
    
    202
    
    
    
    1,217Additions to property and equipment
    
    
    (32,347
    )
    
    
    (20,219
    )Sale of marketable securities
    
    
    10,664
    
    
    
    Decrease in (additions to) restricted cash
    
    
    (2,875
    )
    
    
    11,438Net cash provided by (used in) investing activities
    
    
    (24,356
    )
    
    
    (7,564
    )Cash Flows From Financing ActivitiesRepayment of long-term debt
    
    
    (1,980
    )
    
    
    (1,980
    )Payments on long-term payables for property and equipment acquisitions
    
    
    (26,031
    )
    
    
    Proceeds from sale of common stock, net
    
    
    10
    
    
    
    Repurchase of common stock
    
    
    (529
    )
    
    
    Other
    
    
    
    
    
    
    (61
    )Net cash provided by (used in) financing activities
    
    
    (28,530
    )
    
    
    (2,041
    )Effect of exchange rate changes on cash
    
    
    411
    
    
    
    Cash and cash equivalentsIncrease (decrease)
    
    
    (37,833
    )
    
    
    (19,645
    )Beginning of period
    
    
    344,855
    
    
    
    287,669End of period
    
    $
    307,022
    
    
    $
    268,024Supplemental DisclosuresInterest paid, net of amounts capitalized
    
    $
    4,935
    
    
    $
    4,127Income taxes paid
    
    $
    1,081
    
    
    $
    4,903Property and equipment additions included in accounts payable
    
    $
    55,036
    
    
    $
    36,629
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Notes to Condensed Consolidated Financial Statements (Unaudited)
 1.
    
    General
 Basis of PresentationThe accompanying unaudited Condensed Consolidated Financial Statements include the accounts
of Global Industries, Ltd. and its subsidiaries (Company, we, us, or our).In the opinion of our management, all adjustments (such adjustments consisting of a normal
and recurring nature) necessary for a fair presentation of the operating results for the
interim periods presented have been included in the unaudited Condensed Consolidated
Financial Statements. Operating results for the period ended March 31, 2010, are not
necessarily indicative of the results that may be expected for the year ending December 31,
2010. These financial statements should be read in conjunction with our audited
Consolidated Financial Statements and related notes thereto included in our Annual Report on
Form 10-K for the year ended December 31, 2009.All $ represent U.S. Dollars.Recent Accounting PronouncementsASU No. 2010-09.In February 2010, the FASB issued ASU No. 2010-09 which amends ASC Topic
855 to address certain implementation issues related to an entitys requirement to perform
and disclose subsequent events procedures. This guidance requires SEC filers and conduit
debt obligors for conduit debt securities that are traded in a public market to evaluate
subsequent events through the date the financial statements are issued. All other entities
are required to evaluate subsequent events through the date the financial statements are
available to be issued. The guidance also exempts SEC filers from disclosing the date
through which subsequent events have been evaluated. This guidance was effective upon
issuance. The adoption of this guidance did not have a material impact on our condensed
consolidated financial statements.ASU No. 2010-06. In January 2010, the FASB issued ASU No. 2010-06 which amends ASC Topic
820 to add new disclosure requirements about recurring and nonrecurring fair value
measurements including significant transfers into and out of Level 1 and Level 2 fair value
measurements and information on purchases, sales, issuances, and settlements on a gross
basis in the reconciliation of Level 3 fair value measurements. It also clarifies existing
fair value disclosures about the level of disaggregation and about inputs and valuation
techniques used to measure fair value. This guidance is effective for reporting periods
beginning after December 15, 2009, except for the Level 3 reconciliation disclosures which
are effective for reporting periods beginning after December 15, 2010. The adoption of this
guidance did not have a material impact on our condensed consolidated financial statements.SFAS 167. In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No.
46(R), Consolidation of Variable Interest Entities (ASC Topic 810-10). This updated
guidance requires an analysis to determine whether a variable interest gives the entity a
controlling financial interest in a variable interest entity. It also requires an ongoing
reassessment and eliminates the quantitative approach previously required for determining
whether an entity is the primary beneficiary. This update is codified in ASU No. 2009-17
and is effective for our fiscal year beginning January 1, 2010. The adoption of this
guidance did not have a material impact on our condensed consolidated financial statements.
 2.
    
    Restricted Cash
 At March 31, 2010, we had approximately $4.0 million of restricted cash, which included $2.9
million for excess project funds denominated in Indian rupees and held at the Reserve Bank
of India related to our Asia Pacific/Middle East segment. These funds can only be
repatriated after the project accounts are audited and tax clearance obtained. We expect
the period of restriction on this cash will not exceed twelve months and is therefore
classified as a current asset on the Condensed Consolidated Balance Sheets. The remaining
$1.1 million restricted cash was comprised of cash deposits related to foreign currency
exchange arrangements. Restrictions with respect to these deposits will remain in effect
until we terminate the associated foreign currency exchange arrangement.
 3.
    
    Marketable Securities
 As of March 31, 2010, we held $30.8 million at par value in auction rate securities which
are variable rate bonds tied to short-term interest rates with maturities up to 29 years.
Auction rate securities have interest rate resets through a
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Dutch auction at predetermined short intervals. Interest rates generally reset every 7-49
days. The coupon interest rate for these securities ranged from 0.32% to 0.75%, on a tax
exempt basis for the three months ended March 31, 2010.Our investments in auction rate securities were issued by municipalities and state education
agencies. The auction rate securities issued by state education agencies represent pools of
student loans for which repayment is substantially guaranteed by the U.S. government under
the Federal Family Education Loan Program. All of our investments in auction rate securities
have at least a double A rating. As of March 31, 2010, the par value of auction rate
securities issued by state education agencies was $30.0 million and the par value of auction
rate securities issued by municipalities was $0.8 million.Auctions for our auction rate securities continue to fail in 2010. An auction failure,
which is not a default in the underlying debt instrument, occurs when there are more sellers
than buyers at a scheduled interest rate auction date. This results in a lack of liquidity
for these securities, even though debt service continued to occur. When auctions fail, the
interest rate is adjusted according to the provisions of the related security agreement.
During the three months ended March 31, 2010, we continued to earn and receive scheduled
interest on these securities.Auction Rate Securities under Settlement AgreementIn November 2008, we accepted an
auction rate security rights agreement (the Settlement) with UBS Financial Services, Inc.
(UBS) that permits us to sell, or put, certain auction rate securities back to UBS at par
value at any time during the period from June 30, 2010 through July 2, 2012. The Settlement
relates to all of our auction rate securities outstanding as of March 31, 2010.
We expect to put these auction rate securities back to UBS on June 30, 2010, the
earliest date allowable under the Settlement, if not sold prior to that date; therefore,
these securities are classified as current as of March 31, 2010. These auction rate
securities are classified as trading securities; consequently, we are required to assess the
fair value of the Settlement and these auction rate securities and record changes in
earnings each period until the Settlement is exercised and the securities are redeemed. As
of both March 31, 2010 and December 31, 2009, the fair value of the auction rate securities
covered under the Settlement was $28.5 million, a decline of $2.3 million from par value.
However, as we will be permitted to put these securities back to UBS at par, the fair value
assessment of the Settlement is measured at an offsetting $2.3 million. Since there was no
change in the fair market value of these securities between December 31, 2009 and March 31,
2010, there are no gains or losses recognized in the Condensed Consolidated Statement of
Operations for the three months ended March 31, 2010. As of March 31, 2009, the fair value
of the auction rate securities covered under the Settlement was $25.6 million, a decline of
$5.2 million from par value, and an increased impairment of $2.1 million from the $3.1
million impairment recognized at December 31, 2008. We recognized the additional decline in
par value as an other-than-temporary impairment and an offsetting $2.1 million gain on the
fair value assessment of the Settlement in Other income (expense), net on the Condensed
Consolidated Statement of Operations for the three months ended March 31, 2009. Although
pursuant to the terms of the Settlement, we have the right to sell the securities back to
UBS at par, we will be required to periodically assess the economic ability of UBS to meet
that obligation in assessing the fair value of the Settlement.Auction Rate Securities issued by MunicipalitiesAll of our investments in auction rate
securities issued by municipalities as of March 31, 2010 are covered under the Settlement.
During the quarter ended March 31, 2010, we sold $11.2 million of our auction rate
securities issued by municipalities that were not covered under the Settlement for $10.7
million. We recognized the $0.5 million loss on the sale of the securities in Other income
(expense), net on the Condensed Consolidated Statement of Operations.
 4.
    
    Derivatives
 We provide services in a number of countries throughout the world and, as a result, are
exposed to changes in foreign currency exchange rates. Costs in some countries are incurred,
in part, in currencies other than the applicable functional currency. We selectively use
forward foreign currency contracts to manage our foreign currency exposure. Our outstanding
forward foreign currency contracts at March 31, 2010 are used to hedge (i) cash flows for
long-term charter payments on a multi-service vessel denominated in Norwegian kroners, (ii)
certain purchase commitments related to the construction of the Global 1200and Global 1201
in Singapore dollars and (iii) a portion of the operating costs of our Asia Pacific/Middle
East segment that are denominated in Singapore dollars.The Norwegian kroner forward contracts have maturities extending until June 2011 and are
accounted for as cash flow hedges with the effective portion of unrealized gains and losses
recorded in Accumulated other comprehensive income (loss) and reclassified into earnings in
the same period or periods during which the hedged transaction affects earnings. As of
March 31, 2010 and December 31, 2009, there were $0.3 million and $0.6 million,
respectively, in unrealized gains, net of taxes, in Accumulated other comprehensive income
(loss). Included in the
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March 31, 2010 total is approximately $0.3 million which is expected to be realized in
earnings during the twelve months following March 31, 2010. As of March 31, 2010, these
contracts are included in Prepaid expenses and other and Other assets on the Condensed
Consolidated Balance Sheet, valued at $0.5 million and $0.07 million, respectively. As of
December 31, 2009, these contracts are included in Prepaid expenses and other and Other
assets on the Condensed Consolidated Balance Sheets, valued at $0.7 million and $0.2
million, respectively. For the three months ended March 31, 2010, we recorded $0.2 million
in gains related to these contracts which are included in Cost of operations on the
Condensed Consolidated Statement of Operations. For the three months ended March 31, 2009,
we recorded $0.5 million in losses which are included in Cost of operations on the Condensed
Consolidated Statement of Operations.During the second quarter of 2009, we entered into two forward contracts to purchase
18.9 million Singapore dollars to hedge certain purchase commitments in the first quarter of
2010 related to the construction of the Global 1200. During the first quarter of 2010, we
entered into additional forward contracts to purchase 28.8 million Singapore dollars to
hedge certain purchase commitments related to the construction of the Global 1200and Global
1201and 8.3 million Singapore dollars to hedge operating expenses related to our Asia
Pacific/Middle East segment. We have not elected hedge treatment for these contracts.
Consequently, changes in the fair value of these instruments are recorded in Other income
(expense), net on the Condensed Consolidated Statement of Operations. For the three months
ended March 31, 2010, we recorded $0.8 million in losses related to these contracts. As of
March 31, 2010, these contracts are included in Prepaid expenses and other and Other assets
on the Condensed Consolidated Balance Sheets, valued at $0.07 million and $0.01 million,
respectively. As of December 31, 2009, the fair value of these contracts was $0.9 million
and is included in Prepaid expenses and other on the Condensed Consolidated Balance Sheets.
 5.
    
    Fair Value Measurements
 Fair value is defined in accounting guidance as the price that would be received to sell an
asset or paid to transfer a liability (i.e. exit price) in an orderly transaction between
market participants at the measurement date. This guidance establishes a hierarchy for
inputs used in measuring fair value that maximizes the use of observable inputs and
minimizes the use of unobservable inputs by requiring that the most observable inputs be
used when available. The hierarchy for inputs is categorized into three levels based on the
reliability of inputs as follows:
 Level 1Observable inputs such as quoted prices in active markets.Level 2Inputs (other than quoted prices in active markets) that are either directly or
indirectly observable.Level 3Unobservable inputs which requires managements best estimate of
what market participants would use in pricing the asset or liability.
 Our financial instruments include cash and short-term investments, investments in auction
rate securities, accounts receivable, accounts payable, debt, and forward foreign currency
contracts. Except as described below, the estimated fair value of such financial
instruments at March 31, 2010 and December 31, 2009 approximates their carrying value as
reflected in our condensed consolidated balance sheets.
 Our debt consists of our United States Government Ship Financing Title XI bonds and our
Senior Convertible Debentures due 2027 (the Senior Convertible Debentures). The fair
value of the bonds, based on current market conditions and net present value calculations,
as of March 31, 2010 and December 31, 2009 was approximately $72.1 million and $74.4
million, respectively. The fair value of the debentures, based on quoted market prices, as
of March 31, 2010 and December 31, 2009 was $210.8 million and $202.3 million, respectively.
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Assets measured at fair value on a recurring basis are
categorized in the tables below based
upon the lowest level of significant input to the valuations.
 Fair Value Measurements at March 31, 2010  (In thousands)
 Description
    
    Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Cash equivalents
    
    $
    106,588
    
    
    $
    106,588
    
    
    $
    
    
    
    $
    Marketable securities
    
    
    30,750
    
    
    
    
    
    
    
    
    
    
    
    30,750Derivative contracts
    
    
    607
    
    
    
    
    
    
    
    607
    
    
    
    Total
    
    $
    137,945
    
    
    $
    106,588
    
    
    $
    607
    
    
    $
    30,750
 Fair Value Measurements at December 31, 2009  (In thousands)
 Description
    
    Total
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Cash equivalents
    
    $
    63,797
    
    
    $
    63,797
    
    
    $
    
    
    
    $
    Marketable securities
    
    
    41,847
    
    
    
    
    
    
    
    
    
    
    
    41,847Derivative contracts
    
    
    1,827
    
    
    
    
    
    
    
    1,827
    
    
    
    Total
    
    $
    107,471
    
    
    $
    63,797
    
    
    $
    1,827
    
    
    $
    41,847
 Financial instruments classified as Level 2 in the fair value hierarchy represent our
forward foreign currency contracts. These contracts are valued using the market approach
which uses prices and other information generated by market transactions involving identical
or comparable assets or liabilities.Financial instruments classified as Level 3 in the fair value hierarchy represent auction
rate securities and the related put option described in Note 3 in which management has used
at least one significant unobservable input in the valuation model.Due to the lack of observable market quotes on our auction rate securities portfolio, we
utilize a valuation model that relies on Level 3 inputs including market, tax status, credit
quality, duration, recent market observations and overall capital market liquidity. The
valuation of our auction rate securities is subject to uncertainties that are difficult to
predict. Factors that may impact our valuation include changes to credit ratings of the
securities as well as to the underlying assets supporting those securities, rates of default
of the underlying assets, underlying collateral value, discount rates, counterparty risk and
ongoing strength and quality of market credit and liquidity.The following table presents a reconciliation of activity for such securities:
 Changes in Level 3 Financial Instruments
 Three Months EndedMarch 312010
    
    
    2009(In thousands)Balance at Beginning of Period
    
    $
    41,847
    
    
    $
    42,375Sales
    
    
    (10,664
    )
    
    
    Total gains or (losses):Realized losses included in
other income (expense), net
    
    
    (561
    )
    
    
    Changes in net unrealized
losses included in other
comprehensive income
    
    
    128
    
    
    
    (991
    )Balance at End of Period
    
    $
    30,750
    
    
    $
    41,384
 During the first quarter of 2010, we classified the Sea Foxand Sea Cat, two dive support
vessels (DSVs) assigned to our North America Subsea segment, to Assets held for sale.
Consequently, we remeasured the fair value of these vessels upon the classification using a
valuation model that relies on Level 3 inputs including market data of recent sales of
similar vessels, our prior experience in the sale of similar assets, and price of third
party offers for the asset.
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The carrying amount of these assets of $1.4 million was written down to their fair value of
$0.7 million resulting in an impairment of $0.7 million, which was included in earnings for
the first quarter of 2010. (See Note 7 for additional information regarding the impairment
of these vessels.) The remaining Assets held for sale continue to be held at their carrying
value.
 6.
    
    Receivables
 Our receivables are presented in the following balance sheet accounts: (1) Accounts
receivable, (2) Accounts receivable  long term, (3) Unbilled work on uncompleted contracts,
and (4) Contract costs incurred not yet recognized. Accounts receivable are stated at net
realizable value, and the allowances for uncollectible accounts were $1.8 million and $2.8
million at March 31, 2010 and December 31, 2009, respectively. Accounts receivable at March
31, 2010 and December 31, 2009 included $24.7 million and $25.0 million, respectively, of
retainage, which represents the short-term portion of amounts not immediately collectible
due to contractually specified requirements. Accounts receivable  long term at March 31,
2010 and December 31, 2009 represented amounts related to retainage which were not expected
to be collected within the next twelve months.
 Receivables also included claims and unapproved change orders of $25.6 million at March 31,
2010 and $28.0 million at December 31, 2009. These claims and change orders are amounts due
for extra work and/or changes in the scope of work on certain projects.
 Costs and Estimated Earnings on Uncompleted Contracts
 March 31
    
    
    December 312010
    
    
    2009(In thousands)Costs incurred and recognized on uncompleted contracts
    
    $
    918,056
    
    
    $
    891,530Estimated earnings
    
    
    102,006
    
    
    
    66,179Costs and estimated earnings on uncompleted contracts
    
    
    1,020,062
    
    
    
    957,709Less: Billings to date
    
    
    (964,152
    )
    
    
    (873,636
    )55,910
    
    
    
    84,073Plus: Accrued revenue(1)
    
    
    11,633
    
    
    
    8,496Less: Advance billing on uncompleted contracts
    
    
    
    
    
    
    (175
    )$
    67,543
    
    
    $
    92,394Included in accompanying balance sheets under the
following captions:Unbilled work on uncompleted contracts
    
    $
    67,543
    
    
    $
    92,569Other accrued liabilities
    
    
    
    
    
    
    (175
    )$
    67,543
    
    
    $
    92,394
 
 (1)
    
    Accrued revenue represents unbilled amounts receivable related to work performed on projects for which
the percentage of completion method is not applicable. 7.
    
    Asset Disposal and Impairments and Assets Held for Sale
 Due to escalating costs for dry-docking services, escalating repair and maintenance costs
for aging vessels, increasing difficulty in obtaining certain replacement parts, and
declining marketability of certain vessels, we decided to forego dry-docking or
refurbishment of certain vessels and to sell or permanently retire them from service.
Consequently, we recognized gains and losses on the disposition of certain vessels, and
non-cash impairment charges on the retirement of other vessels. Each asset was analyzed
using an undiscounted cash flow analysis and valued at the lower of carrying value or net
realizable value.
 11




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Net Gains and (Losses) on Asset Disposalconsisted of the following:
 Three Months EndedMarch 31Segment
    
    Description of Asset
    
    
    2010
    
    
    2009(In thousands)North America Subsea
    
    One DSV and Other
    
    $
    
    
    
    $
    4,862Latin America
    
    Other
    
    
    
    
    
    
    (11
    )Asia Pacific/Middle East
    
    Other
    
    
    138
    
    
    
    $
    138
    
    
    $
    4,851
 Losses on Asset Impairmentsconsisted of the following:
 Three Months EndedMarch 31Segment
    
    Description of Asset
    
    
    2010
    
    
    2009(In thousands)North America Subsea
    
    Two DSVs in 2010and One Dive System in 2009
    
    $
    712
    
    
    $
    43$
    712
    
    
    $
    43
 In accordance with accounting guidance, long-lived assets held for sale are carried at the
lower of the assets carrying value or net realizable value and depreciation ceases.
 Assets Held for Saleconsisted of the following:
 March 31
    
    
    
    
    
    
    December 31Segment
    
    Description of Asset
    
    
    2010
    
    
    Description of Asset
    
    
    2009(In thousands)
    
    
    
    
    
    
    (In thousands)North America OCD
    
    One DLB
    
    $
    1,067
    
    
    None
    
    $
    North America Subsea
    
    Two DSVs
    
    
    675
    
    
    None
    
    
    Latin America
    
    One DLB and Other
    
    
    2,788
    
    
    None
    
    
    One DLB, One DSV,
    
    
    
    
    
    One DLB, One DSV,West Africa
    
    and Other
    
    
    6,832
    
    
    and Other
    
    
    6,832Asia Pacific/Middle East
    
    One OSV and Other
    
    
    9,309
    
    
    One OSV and Other
    
    
    9,320$
    20,671
    
    
    
    
    
    
    $
    16,152
 8.
    
    Property and Equipment
 The components of property and equipment, at cost, and the related accumulated depreciation
are as follows:
 March 31
    
    
    December 312010
    
    
    2009(In thousands)Land
    
    $
    6,322
    
    
    $
    6,322Facilities and equipment
    
    
    180,871
    
    
    
    183,526Marine vessels
    
    
    452,776
    
    
    
    474,208Construction in progress
    
    
    404,121
    
    
    
    375,360Total property and equipment
    
    
    1,044,090
    
    
    
    1,039,416Less: Accumulated depreciation
    
    
    (300,664
    )
    
    
    (316,597
    )Property and equipment, net
    
    $
    743,426
    
    
    $
    722,819
 Expenditures for property and equipment and items that substantially increase the useful
lives of existing assets are capitalized at cost and depreciated. Routine expenditures for
repairs and maintenance are expensed as incurred. We capitalized $4.4 million and $2.9
million of interest costs for the three months ended March 31, 2010 and 2009, respectively.
Except for major construction vessels that are depreciated on the units-of-production
(UOP) method over estimated vessel operating days, depreciation is provided utilizing the
straight-line method over the estimated useful lives of the assets. The UOP method is based
on vessel utilization days and more closely correlates depreciation expense to vessel
revenue. In addition, the UOP method provides for a minimum depreciation floor in periods
with nominal vessel use. In general, if we applied only a straight-line depreciation method
instead of the UOP method, less depreciation expense would be recorded in periods of high
utilization and revenues, and more depreciation expense would be recorded in periods of low
vessel utilization and revenues.
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9.
    
    Deferred Dry Docking Costs
 We utilize the deferral method to capitalize vessel dry docking costs and to amortize the
costs to the next dry docking. Such capitalized costs include regulatory required steel
replacement, direct costs for vessel mobilization and demobilization and rental of dry
docking facilities and services. Crew costs may also be capitalized when employees perform
all or a part of the required dry docking. Any repair and maintenance costs incurred during
the dry docking period are expensed.
 The below table presents dry docking costs incurred and amortization for all periods
presented:
 Three Months EndedMarch 312010
    
    
    2009(In thousands)Net book value at beginning of period
    
    $
    41,825
    
    
    $
    61,552Additions for the period
    
    
    2,231
    
    
    
    2,536Reclassification to assets held for sale
    
    
    (1,289
    )
    
    
    Amortization expense for the period
    
    
    (4,280
    )
    
    
    (6,272
    )Net book value at end of period
    
    $
    38,487
    
    
    $
    57,816
 10.
    
    Long-Term Debt
 The components of long-term debt are as follows:
 March 31
    
    
    December 312010
    
    
    2009(In thousands)Senior Convertible Debentures due 2027, 2.75%
    
    $
    239,141
    
    
    $
    236,946Title XI Bonds due 2025, 7.71%
    
    
    59,400
    
    
    
    61,380Revolving Credit Facility
    
    
    
    
    
    
    Total long-term debt
    
    
    298,541
    
    
    
    298,326Less: Current maturities
    
    
    3,960
    
    
    
    3,960Long-term debt less current maturities
    
    $
    294,581
    
    
    $
    294,366
 Senior Convertible Debentures
 On January 1, 2009, we implemented new accounting guidance which changed the accounting
treatment of our Senior Convertible Debentures. This guidance requires cash settled
convertible debt to be separated into debt and equity components at issuance and a value to
be assigned to each. The value assigned to the debt component is the estimated fair value of
similar debentures without the conversion feature. The difference between the debenture cash
proceeds and this estimated fair value was recorded as debt discount and is being amortized
to interest expense over the 10-year period ending August 1, 2017. This is the earliest
date that holders of the Senior Convertible Debentures may require us to repurchase all or
part of their Senior Convertible Debentures for cash.
 The Debentures are convertible into cash, and if applicable, into shares of our common
stock, or under certain circumstances and at our election, solely into our common stock,
based on a conversion rate of 28.1821 shares per $1,000 principal amount of Debentures,
which represents an initial conversion price of $35.48 per share. As of March 31, 2010 and
December 31, 2009, the Debentures if-converted value does not exceed the Debentures
principal of $325 million.
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The components of our Senior Convertible Debentures are as follows:
 March 31
    
    
    December 312010
    
    
    2009(In thousands)Principal amount of debt component
    
    $
    325,000
    
    
    $
    325,000Less: Unamortized debt discount
    
    
    85,859
    
    
    
    88,054Carrying amount of debt component
    
    $
    239,141
    
    
    $
    236,946Debt discount on issuance
    
    $
    107,261
    
    
    $
    107,261Less: Issuance costs
    
    
    2,249
    
    
    
    2,249Deferred income tax
    
    
    36,772
    
    
    
    36,772Carrying amount of equity component
    
    $
    68,240
    
    
    $
    68,240
 The table below presents interest expense for our Senior Convertible Debentures:
 Three Months EndedMarch 31,2010
    
    
    2009(In thousands)Contractual interest coupon, 2.75%
    
    $
    2,234
    
    
    $
    2,234Amortization of debt discount
    
    
    2,195
    
    
    
    2,040Total Debentures interest expense
    
    $
    4,429
    
    
    $
    4,274Effective interest rate
    
    
    7.5
    %
    
    
    7.5
    %
 Revolving Credit Facility
 Our Revolving Credit Facility, which matures on October 18, 2012, provides a borrowing
capacity of up to $150.0 million. As of March 31, 2010, we had no borrowings against the
facility and $59.2 million of letters of credit outstanding thereunder. Due to the sale
and/or release of four of the vessels mortgaged under the Revolving Credit Facility, at
March 31, 2010, our maximum borrowing capacity was $110.8 million, with credit availability
of $51.6 million.
 At March 31, 2010, we were in compliance with the terms of our Revolving Credit Facility.
Our current financial projections indicate that we may not meet our leverage ratio covenant
beginning in the second quarter of 2010 and continuing through the fourth quarter of 2010.
We are currently in discussion with our lenders regarding these potential violations. If we
do not meet our leverage ratio, we may be required to cash collateralize our outstanding
letters of credit or explore other alternatives with respect to the covenant violation. If
we are required to cash collateralize letters of credit, it would reduce our available cash
and may impact our ability to bid on future projects. Further, upon a covenant violation
and the declaration of an event of default by our lenders, under the cross default
provisions of our Title XI bonds (1) we may be subject to additional reporting requirements,
(2) we may be subject to additional covenants restricting our operations, and (3) the
Maritime Administration of the U.S. Department of Transportation (MarAd), guarantor of the
bonds, may institute procedures that could ultimately allow the bondholders the right to
demand payment of the bonds from MarAd. MarAd can alternatively assume the obligation to
pay the bonds when due. As we have no outstanding indebtedness under our Revolving Credit
Facility, an event of default related to the covenant failure would not trigger the cross
default provision of our Senior Convertible Debentures. It is not possible at this time to
predict the outcome of discussions with our lenders or the effect that these potential
violations may have on our financial position.
 Our Revolving Credit Facility has a customary cross default provision triggered by a default
of any of our other indebtedness, the aggregate principal amount of which is in excess of $5
million.
 We also have a $16.0 million short-term credit facility at one of our foreign locations. At
March 31, 2010, we had $4.6 million of letters of credit outstanding and $11.4 million of
credit availability under this particular credit facility.
 11.
    
    Commitments and Contingencies
 Commitments
 Construction and Purchases in ProgressThe estimated cost to complete capital
expenditure projects in progress at March 31, 2010 was
approximately $282.9 million, of which $154.7 million is
obligated through contractual commitments. The total estimated cost
primarily represents expenditures for construction of
 14




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Global 1200 Global 1201 Global 1200 Global 1201
 Off Balance Sheet Arrangements 
 Contingencies
     Investigations and Litigation
  15




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12.
    
    Comprehensive IncomeOther Comprehensive Income The differences between net income (loss) and comprehensive
income (loss) for each of the comparable periods presented are as follows.
 Three Months EndedMarch 312010
    
    
    2009(In thousands)Net Income (Loss)
    
    $
    (21,358
    )
    
    $
    19,031Unrealized net gain (loss) on derivatives
    
    
    (420
    )
    
    
    1,513Unrealized loss on auction rate securities
    
    
    
    
    
    
    (991
    )Deferred tax (benefit) expense
    
    
    147
    
    
    
    (183
    )Comprehensive Income (Loss)
    
    $
    (21,631
    )
    
    $
    19,370
 Accumulated Other Comprehensive Income (Loss) 
 CumulativeForeign
    
    
    Forward
    
    
    
    
    
    
    AccumulatedCurrency
    
    
    Foreign
    
    
    Auction
    
    
    OtherTranslation
    
    
    Currency
    
    
    Rate
    
    
    ComprehensiveAdjustment
    
    
    Contracts
    
    
    Securities
    
    
    Income (Loss)Balance at December 31, 2009
    
    $
    (8,978
    )
    
    $
    615
    
    
    $
    (83
    )
    
    $
    (8,446
    )Change in value
    
    
    
    
    
    
    (433
    )
    
    
    83
    
    
    
    ( 350
    )Reclassification to earnings
    
    
    
    
    
    
    160
    
    
    
    
    
    
    
    160Balance at March 31, 2010
    
    $
    (8,978
    )
    
    $
    342
    
    
    $
    
    
    
    $
    (8,636
    )
  13. Stock-Based Compensation
   Three Months EndedMarch 312010
    
    
    2009(In thousands)Stock-Based Compensation ExpenseStock Options
    
    $
    105
    
    
    $
    302Time-Based Restricted Stock
    
    
    3,133
    
    
    
    1,523Performance Shares and Units
    
    
    256
    
    
    
    149Total Stock-Based Compensation Expense
    
    $
    3,494
    
    
    $
    1,974
  16




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14. Other Income (Expense), net
  Three Months EndedMarch 312010
    
    
    2009(In thousands)Foreign exchange rate gain (loss)
    
    $
    891
    
    
    $
    203Derivative contract gain (loss)
    
    
    (799
    )
    
    
    Loss on sale of auction rate securities
    
    
    (561
    )
    
    
    Insurance settlement
    
    
    
    
    
    
    978Other
    
    
    42
    
    
    
    897Total
    
    $
    (427
    )
    
    $
    2,078
 15. Income Taxes
  16. Earnings Per Share
   17




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##### Table of Contents



Three Months EndedMarch 312010
    
    
    2009(in thousands, except per share data)Basic EPS:Net income (loss)
    
    $
    (21,358
    )
    
    $
    19,031Less earnings attributed to shareholders of non-vested restricted stock
    
    
    
    
    
    
    (214
    )Earnings (loss) attributed to common shareholders
    
    $
    (21,358
    )
    
    $
    18,817Weighted-average number of common shares outstanding  basic
    
    
    113,366
    
    
    
    113,671Basic earnings (loss) per common share
    
    $
    (0.19
    )
    
    $
    0.17Diluted EPS:Earnings (loss) attributable to common shareholders-basic
    
    $
    (21,358
    )
    
    $
    18,817Adjustment to earnings (loss) attributable to common shareholders for
redistribution to shareholders of non-vested restricted stock
    
    
    
    
    
    
    1Adjusted earnings (loss) attributable to common shareholders-diluted
    
    $
    (21,358
    )
    
    $
    18,818Weighted average number of common shares outstanding  basic
    
    
    113,366
    
    
    
    113,671Dilutive effect of potential common shares:Stock options
    
    
    
    
    
    
    Performance units
    
    
    
    
    
    
    391Weighted-average number of common shares outstanding  diluted
    
    
    113,366
    
    
    
    114,062Diluted net income (loss) per common share
    
    $
    (0.19
    )
    
    $
    0.17
   17. Segment Information
  18




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Three Months EndedMarch 312010
    
    
    2009(In thousands)Total segment revenuesNorth America OCD
    
    $
    3,898
    
    
    $
    5,319North America Subsea
    
    
    27,831
    
    
    
    31,552Latin America
    
    
    42,841
    
    
    
    76,316West Africa
    
    
    
    
    
    
    65,132Asia Pacific/Middle East
    
    
    33,634
    
    
    
    92,158Subtotal
    
    $
    108,204
    
    
    $
    270,477Intersegment eliminationsNorth America Subsea
    
    $
    (1,393
    )
    
    $
    (1,012
    )Subtotal
    
    
    (1,393
    )
    
    
    (1,012
    )Consolidated revenues
    
    $
    106,811
    
    
    $
    269,465Income (loss) before taxesNorth America OCD
    
    $
    (7,217
    )
    
    $
    (12,238
    )North America Subsea
    
    
    (3,065
    )
    
    
    11,988Latin America
    
    
    (9,069
    )
    
    
    6,022West Africa
    
    
    (1,758
    )
    
    
    17,778Asia Pacific/Middle East
    
    
    4,444
    
    
    
    13,701Corporate
    
    
    (8,791
    )
    
    
    (7,788
    )Consolidated income (loss) before taxes
    
    $
    (25,456
    )
    
    $
    29,463
  March 31
    
    
    December 312010
    
    
    2009(In thousands)Segment assets at period endNorth America OCD
    
    $
    125,395
    
    
    $
    140,806North America Subsea
    
    
    177,868
    
    
    
    180,230Latin America
    
    
    165,661
    
    
    
    223,699West Africa
    
    
    68,192
    
    
    
    98,897Asia Pacific/Middle East
    
    
    231,735
    
    
    
    257,853Corporate
    
    
    667,596
    
    
    
    622,708Consolidated segment assets at period end
    
    $
    1,436,447
    
    
    $
    1,524,193
 19




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18. Related Party Transactions
  19. Subsequent Events
  20




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##### Table of Contents



Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Forward-Looking Statements
    
    
    the level of capital expenditures in the oil and gas industry;
    
    general economic and business conditions and industry trends;
    
    risks inherent in doing business abroad;
    
    operating hazards related to working offshore;
    
    our dependence on significant customers;
    
    the level of offshore drilling activity;
    
    possible delays or cost overruns related to construction projects;
    
    our ability to attract and retain skilled workers;
    
    environmental matters;
    
    changes in laws and regulations;
    
    the effects of resolving claims and variation orders;
    
    adverse outcomes from legal and regulatory proceedings;
    
    our ability to obtain surety bonds, letters of credit, and financing;
    
    our availability of capital resources;
    
    our ability to obtain new project awards;
    
    delays or cancellation of projects included in backlog;
    
    fluctuations in the prices of or demand for oil and gas;
    
    our ability to comply with covenants in our credit agreements and other debt
instruments and availability, terms and deployment of capital; and
    
    foreign exchange, currency, and interest rate fluctuations.
  21




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Results of Operations
 General
    
    
    Offshore Construction Services, which include pipeline construction, platform
installation and removal services, and decommissioning/plug and abandonment services; and
    
    Subsea Services, which include diving and diverless intervention, SURF, IRM, and
support services for construction.
 Offshore Construction Services
   Subsea Services
  22




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Quarter Ended March 31, 2010 Compared to Quarter Ended March 31, 2009
 Three months ended March 312010
    
    
    2009% of
    
    
    
    
    
    
    % of
    
    
    % Change(Thousands)
    
    
    Revenue
    
    
    (Thousands)
    
    
    Revenue
    
    
    (Unfavorable)Revenues
    
    $
    106,811
    
    
    
    100.0
    %
    
    $
    269,465
    
    
    
    100.0
    %
    
    
    (60.4
    )%Cost of operations
    
    
    111,060
    
    
    
    104.0
    
    
    
    224,098
    
    
    
    83.2
    
    
    
    50.4Gross profit (loss)
    
    
    (4,249
    )
    
    
    4.0
    
    
    
    45,367
    
    
    
    16.8
    
    
    
    (109.4
    )Loss (gain) on asset disposals and impairments
    
    
    574
    
    
    
    0.5
    
    
    
    (4,808
    )
    
    
    1.8
    
    
    
    (111.9
    )Selling, general and administrative expenses
    
    
    17,544
    
    
    
    16.4
    
    
    
    19,871
    
    
    
    7.4
    
    
    
    11.7Operating income (loss)
    
    
    (22,367
    )
    
    
    20.9
    
    
    
    30,304
    
    
    
    11.2
    
    
    
    (173.8
    )Interest income
    
    
    241
    
    
    
    0.2
    
    
    
    574
    
    
    
    0.2
    
    
    
    (58.0
    )Interest expense
    
    
    (2,903
    )
    
    
    2.7
    
    
    
    (3,493
    )
    
    
    1.3
    
    
    
    16.9Other income (expense), net
    
    
    (427
    )
    
    
    0.4
    
    
    
    2,078
    
    
    
    0.8
    
    
    
    (120.5
    )Income (loss) before income taxes
    
    
    (25,456
    )
    
    
    23.8
    
    
    
    29,463
    
    
    
    10.9
    
    
    
    (186.4
    )Income tax expense (benefits)
    
    
    (4,098
    )
    
    
    3.8
    
    
    
    10,432
    
    
    
    3.9
    
    
    
    139.3Net income (loss)
    
    $
    (21,358
    )
    
    
    20.0
    %
    
    $
    19,031
    
    
    
    7.0
    %
    
    
    (212.2
    )%
 Revenues
 Gross Profit (loss)  Pioneer Global Orion Global Orion Hercules Sea Constructor
 Loss (gain) on Asset Disposals and Impairments Sea Cat Sea Fox Sea Lion
 Selling, General and Administrative Expenses 
 Interest Income 
 23




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##### Table of Contents



Interest Expense  Global 1200 Global 1201,
 Other Income (Expense), net  Sea Lion
 Income Taxes 
 Segment Information -
 North America Offshore Construction Division
 Cherokee Hercules Sea Constructor. Hercules Sea
Constructor Hercules Sea Constructor
 North America Subsea
 Global Orion Pioneer Sea Cat Sea Fox Olympic Challenger Normand (formerly REM) Commander Normand (formerly REM) Commander Pioneer Sea Cat Sea Fox Global Orion Sea Lion
 Latin America
  West Africa
 Cheyenne
 24




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Tornado
 Asia Pacific/Middle East
  Utilization of Major Construction Vessels
 Industry and Business Outlook
    Liquidity and Capital Resources
 Cash Flow
    25




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Contractual Obligations
 Global
1200 Global 1201
 Less than 1 year
    
    $
    129,8141 to 3 years
    
    
    24,861Total
    
    $
    154,675
 Liquidity Risk
  
    
    temporarily cash-collateralize letters of credit and bank guarantees;
    
    temporarily waive compliance with certain financial covenants;
    
    temporarily prohibit share repurchases; and
    
    temporarily maintain unencumbered liquidity of $100 million.
   
    
    allow for a new starting point in measuring financial performance; and
    
    permit borrowings and/or the issuance of letters of credit and bank guarantees based on
a rate premium over prime rate ranging from 1.50% to 3.00% or London Interbank Offered Rate
(LIBOR) ranging from 2.00% to 3.50% based upon certain financial ratios.
   26




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##### Table of Contents



Liquidity Outlook
 Global 1200 Global 1201
 Global 1200 Global 1201
  27




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##### Table of Contents



Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk.
  Interest Rate Risk
  Foreign Currency Risk
   Global 1200 Global 1201
 28




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##### Table of Contents



Item 4.
    
    Controls and Procedures.
   29




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings.
  
 Item 1A.
    
    Risk Factors.
  
 Item 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds.
  Total Number of
    
    
    Maximum Number ofShares Purchased as
    
    
    Shares that May YetTotal Number of
    
    
    
    
    
    
    Part of Publicly
    
    
    Be Purchased UnderShares
    
    
    Average Price Paid
    
    
    Announced Plans or
    
    
    the Plans orPeriod
    
    Purchased(1)
    
    
    per Share
    
    
    Programs
    
    
    ProgramsJanuary 1, 2010  January 31, 2010
    
    
    26,014
    
    
    $
    7.13
    
    
    
    
    
    
    
    February 1, 2010  February 28, 2010
    
    
    5,112
    
    
    
    6.93
    
    
    
    
    
    
    
    March 1, 2010  March 31, 2010
    
    
    43,236
    
    
    
    7.15
    
    
    
    
    
    
    
    Total
    
    
    74,362
    
    
    $
    7.13
    
    
    
    
    
    
    
    
 
 (1)
    
    Represents the surrender of shares of common stock to satisfy payments for
withholding taxes in connection with stock grants or the vesting of restricted stock issued to
employees under shareholder approved equity incentive plans. 30




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##### Table of Contents



Item 6.
    
    Exhibits.
 3.1 -
    
    Amended and Restated Articles of Incorporation of Registrant as amended, incorporated
by reference to Exhibits 3.1 and 3.3 to the Form S-1 Registration Statement filed by
the Registrant (Reg. No 33-56600).3.2 -
    
    Bylaws of Registrant, as amended through October 31, 2007, incorporated by reference
to Exhibit 3.2 to the Registrants Form 10-K filed March 2, 2009. 10.1 -
    
    Letter from Global Industries, Ltd. to Mr. John Reed, effective March 2, 2010,
incorporated by reference to Exhibit 10.1 of the Registrants Form 8-K filed February
26, 2010. 10.2 -
    
    Form of Non-Qualified Stock Option Agreement, incorporated by reference to Exhibit
10.2 of the Registrants Form 8-K filed February 26, 2010. 10.3 -
    
    Form of Restricted Stock Agreement, incorporated by reference to Exhibit 10.1 of
Registrants Form 8-K filed November 7, 2005. 10.4 -
    
    Form of Executive Long Term Incentive Performance Unit Agreement, incorporated
by reference to Exhibit 10.2 of Registrants Form 10-Q filed May 7, 2009.* 10.5 -
    
    Indemnification Agreement between John B. Reed and the Company effective March 2, 2010. 10.6 -
    
    Form of Change in Control Agreement, incorporated by reference to Exhibit 10.4 of
Registrants Quarterly Report on Form 10-Q for the quarter ended September 30, 2008.* 10.7 -
    
    Latin America Advisory Board Professional Service Agreement between Eduardo Borja and
the Company dated July 1, 2009.* 15.1 -
    
    Letter regarding unaudited interim financial information.* 31.1 -
    
    Section 302 Certification of CEO, John B. Reed* 31.2 -
    
    Section 302 Certification of CFO, C. Andrew Smith** 32.1 -
    
    Section 906 Certification of CEO, John B. Reed** 32.2 -
    
    Section 906 Certification of CFO, C. Andrew Smith
 
 *
    
    Included with this filing**
    
    Furnished herewith
    
    Indicates management contract or compensatory plan or arrangement filed pursuant to
Item 601(b)(10)(iii) of Regulation S-K. 31




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##### Table of Contents



Signatures
  GLOBAL INDUSTRIES, LTD.By:
    
    /s/ C. Andrew Smith

C. Andrew SmithSenior Vice President andChief Financial Officer(Principal Financial Officer)
 By:
    
    /s/ Trudy P. McConnaughhay

Trudy P. McConnaughhayVice President and Corporate Controller(Principal Accounting Officer)
  32