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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-K
 þ
    
    Annual Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the fiscal year ended December 31, 2007
 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 Number)Incorporation or Organization)8000 Global DriveCarlyss, Louisiana
    
    70665(Address of Principal Executive Offices)
    
    (Zip Code)
 (337) 583-5000
  Title of each class
    
    Name of each exchange on which registeredCommon Stock ($0.01 par value)
    
    The NASDAQ Stock Market LLC
 None
 YES
    
    þ
    
    NO
    
    o
    
    Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YES
    
    o
    
    NO
    
    þ
    
    Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.YES
    
    þ
    
    NO
    
    o
    
    Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.o
    
    
    
    
    
    Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best
of registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or
any amendment to this Form 10-K.Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer
þ      Accelerated filer o                   Non-accelerated filer o
                   Smaller reporting company o(Do not check if a smaller reporting company)YES
    
    o
    
    NO
    
    þ
    
    Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).




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DOCUMENTS INCORPORATED BY REFERENCE
  2




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##### 



GLOBAL INDUSTRIES, LTD.
TABLE OF CONTENTS
FORM 10-K
 PART IItem 1.
    
    Business
    
    
    5Item 1A.
    
    Risk Factors
    
    
    12Item 1B.
    
    Unresolved Staff Comments
    
    
    17Item 2.
    
    Properties
    
    
    18Item 3.
    
    Legal Proceedings
    
    
    21Item 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    22Item (Unnumbered).
    
    Executive Officers of the Registrant
    
    
    23PART IIItem 5.
    
    Market for the Registrants Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
    
    
    25Item 6.
    
    Selected Financial Data
    
    
    26Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    27Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    43Item 8.
    
    Financial Statements and Supplementary DataManagements Report on Internal Control over Financial Reporting
    
    
    44Report of Independent Registered Public Accounting Firm
    
    
    45Consolidated Balance Sheets  December 31, 2007 and 2006
    
    
    48Consolidated Statements of Operations  Years Ended December 31, 2007, 2006, and 2005
    
    
    49Consolidated Statements of Shareholders Equity  Years Ended December 31, 2007, 2006, and 2005
    
    
    50Consolidated Statements of Cash Flows  Years Ended December 31, 2007, 2006, and 2005
    
    
    51Notes to Consolidated Financial Statements
    
    
    52Item 9.
    
    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    79Item 9A.
    
    Controls and Procedures
    
    
    79PART IIIItem 10.
    

Directors,
Executive Officers, and Corporate Governance of the Registrant
    
    
    80Item 11.
    
    Executive Compensation
    
    
    80Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    80Item 13.
    
    Certain Relationships and Related Transactions and Director Independence
    
    
    80Item 14.
    
    Principal Accountant Fees and Services
    
    
    80PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    81Signatures
    
    
    86Subsidiaries of the RegistrantConsent of Deloitte & Touche LLP.Section 302 Certification of B.K. ChinSection 302 Certification of Peter S. AtkinsonSection 906 Certification of B.K. ChinSection 906 Certification of Peter S. Atkinson
  3




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FORWARD-LOOKING STATEMENTS
    
    
    the level of capital expenditures in the oil and gas industry;
    
    risks inherent in doing business abroad;
    
    operating hazards related to working offshore;
    
    dependence on significant customers;
    
    ability to attract and retain skilled workers;
    
    general industry conditions;
    
    environmental matters;
    
    changes in laws and regulations;
    
    the effects of resolving claims and variation orders;
    
    availability of capital resources;
    
    delays or cancellation of projects included in backlog;
    
    fluctuations in the prices of or demand for oil and gas;
    
    the level of offshore drilling activity; and
    
    foreign exchange and currency fluctuations.
  4




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PART I
 
 ITEM 1. BUSINESS
  Segments of Business
  DESCRIPTION OF OPERATIONS
     
    
    Offshore Construction Services, which include pipeline construction and platform
installation and removal services; and
    
    Subsea Services, which include diving and diverless intervention, and marine support
services.
  Offshore Construction Services
  5




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Subsea Services
  
    
    supporting exploration;
    
    supporting platform and pipeline installation;
    
    performing periodic inspections of pipelines and platforms;
    
    performing repairs and maintenance to pipelines and platforms;
    
    installing SURF (subsea equipment, umbilical riser and flowline);
    
    providing ROV services, and ultimately;
    
    performing salvage and site clearance services.
  6




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Business Strategy
  
    
    geographical diversification,
    
    broadening our business segments with emphasis on deepwater/SURF, integrated
projects, IRM and decommissioning/plug and abandonment (P&A),
    
    upgrading our fleet of vessels, and
    
    making major investments in both our people and technology.
 Raw Materials
  Customers and Contracts
  7




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Competition
   Backlog
  8




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Factors Affecting Demand
  
    
    oil and gas prices, along with expectations about future prices;
    
    the cost of exploring for, producing, and delivering oil and gas;
    
    the terms and conditions of offshore leases;
    
    the discovery rates of new oil and gas reserves in offshore areas;
    
    the ability of businesses in the oil and gas industry to raise capital; and
    
    local and international political and economic conditions.
  Patents
 Hercules Chickasaws
 Employees
  Seasonality
  Government Regulation and Environmental Matters
  9




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SEC REPORTING
 www.sec.gov
 www.globalind.com
 10




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11




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ITEM 1A. RISK FACTORS
  Our business is substantially dependent on the level of capital expenditures in the oil and gas
industry, and lower capital expenditures will adversely affect our results of operations.
  
    
    the oil and gas industrys ability to economically justify placing discoveries of
oil and gas reserves in production;
    
    the oil and gas industrys need to maintain, repair and replace existing pipelines
and structures to extend the life of production;
    
    the oil and gas industrys need to clear structures from the lease once the oil
and gas reserves have been depleted; and
    
    weather events, such as major tropical storms.
  Our international operations expose us to additional risks inherent in doing business abroad.
  
    
    currency exchange rate fluctuations, devaluations, and restrictions on currencyrepatriation;
    
    unfavorable taxes, tax increases, and retroactive tax claims;
    
    the disruption of operations from labor and political disturbances;
    
    insurrection, war, or acts of terrorism that may disrupt or limit markets;
    
    expropriation or seizure of our property;
    
    nullification, modification, or renegotiation of existing contracts;
    
    regional economic downturns;
    
    import/export quotas and other forms of public and governmental regulation; and
    
    inability to obtain or retain licenses required for operations.
  12




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We are exposed to the substantial hazards and risks inherent in marine construction, and our
insurance coverage is limited.
   We depend on significant customers.
  If we are unable to attract and retain skilled workers our business will be adversely affected.
  We may be unable to obtain critical project materials or services on a timely basis.
  We may not complete fixed-price or unit-rate contracts within our original estimates of costs,
which will adversely affect our results.
  13




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Our industry is highly competitive.
   We operate in countries where corrupt behavior exists that could impair our ability to do business
in the future or result in significant fines or penalties.
  Our internal controls may not be sufficient to achieve all stated goals and objectives; existing
deficiencies may not be adequately remediated.
  14




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Our business is capital intensive, and our ability to finance our business depends on generating
sufficient cash flow from our operations.
  Our investments in auction rate securities may be adversely impacted by liquidity risk.
  We may experience difficulties resolving claims and variation orders, which may adversely impact
our cash flows.
  There might be delays or cancellation of projects included in our backlog.
  We may experience equipment or mechanical failures, which could increase costs, reduce revenues and
result in penalties for failure to meet project completion requirements.
  Our operations could suffer with the loss of one of our senior officers or other key personnel.
  15




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Our revenues are subject to a significant number of tax regimes, and changes in the tax legislation
or the rules implementing tax legislation or the regulator enforcing those rules or legislation in
any one of these countries could negatively and adversely affect our results of operations.
  Our debt instruments contain covenants that limit our operating and financial flexibility.
  Critical accounting policies significantly affect our reported financial results and conditions.
  We have incurred losses in past years and may incur additional losses in the future which could
adversely affect our operations.
  Compliance with environmental and other governmental regulations could be costly and could
negatively impact our operations.
   16




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We limit foreign ownership of our Company, which could reduce the price of our common stock.
  Provisions in our corporate documents and Louisiana law could delay or prevent a change in control
of our Company, even if that change would be beneficial to our shareholders.
  
 ITEM 1B. UNRESOLVED STAFF COMMENTS
  17




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ITEM 2. PROPERTIES
  Hercules Hercules Hercules Hercules
 Titan 2 Titan 2 Titan 2s
 Chickasaw Chickasaw
 Pioneer Pioneers Pioneer
 REM Commander REM Fortress REM Fortress REM
Commander REM Fortress
 Titan
2 REM Commander REM Fortress
 18




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Chickasaw
    ApproximateSquare Feet
    
    Owned/LeasedLocation
    
    Principal Use
    
    or Acreage
    
    (Lease Expiration)Carlyss, LA
    
    Shore base/Corporate Headquarters
    
    603 acres
    
    OwnedPort of Iberia, LA
    
    Research and Development Center
    
    3,765 sq. ft.
    
    Leased (Mar. 2010)Houston, TX
    
    Office
    
    71,071 sq. ft.
    
    Leased (Jul. 2013)Cd. Del Carmen, Mexico
    
    Office/Workshop
    
    41,042 sq. ft.
    
    OwnedTema, Ghana
    
    Office/Shore base
    
    56,966 sq. ft.
    
    Leased (May 2011)Lagos, Nigeria
    
    Office
    
    11,690 sq. ft.
    
    Leased (Dec. 2012)Sharjah, United Arab Emirates
    
    Office
    
    9,808 sq. ft.
    
    Leased (April 2010)Mumbai, India
    
    Project Management Office
    
    7,365 sq. ft.
    
    Leased (Dec. 2008)Bangkok, Thailand
    
    Office
    
    1,119 sq. ft.
    
    Leased (Jan. 2010)Batam Island, Indonesia
    
    Shore base
    
    45 acres
    
    Leased (Mar. 2028)Singapore
    
    Office
    
    10,854 sq. ft.
    
    Leased (Aug. 2013)Al Khobar, Saudi Arabia
    
    Office
    
    4,898 sq. ft.
    
    Leased (Aug. 2008)Rio de Janeiro, Brazil
    
    Office
    
    6,480 sq. ft.
    
    Leased (Jun. 2010)
 19




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Global Industries, Ltd.
Listing of Major Construction Vessels
 PipelayDerrick
    
    
    Maximum
    
    
    MaximumMaximum
    
    
    Pipe
    
    
    Water
    
    
    Year
    
    
    LivingLength
    
    
    Lift
    
    
    Diameter
    
    
    Depth
    
    
    Acquired
    
    
    QuarterVessel Name
    
    Vessel Type
    
    Capability
    
    (Feet)
    
    
    (Tons)
    
    
    (Inches)
    
    
    (Feet)
    
    
    /Leased
    
    
    CapacityTitan 2(1)
    
    Ship
    
    Derrick
    
    
    456
    
    
    
    880
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2001
    
    
    
    326Hercules
    
    Barge
    
    Pipelay/reel/derrick
    
    
    444
    
    
    
    2,000
    
    
    
    
    
    
    
    60.00
    
    
    
    
    
    
    
    10,000
    
    
    
    1995
    
    
    
    191Seminole
    
    Ship
    
    Pipelay/derrick ship
    
    
    424
    
    
    
    800
    
    
    
    
    
    
    
    48.00
    
    
    
    
    
    
    
    1,500
    
    
    
    1997
    
    
    
    220Comanche
    
    Barge
    
    Pipelay/derrick
    
    
    400
    
    
    
    1,000
    
    
    
    
    
    
    
    48.00
    
    
    
    
    
    
    
    1,500
    
    
    
    1996
    
    
    
    223Shawnee
    
    Barge
    
    Pipelay/derrick
    
    
    400
    
    
    
    860
    
    
    
    
    
    
    
    48.00
    
    
    
    
    
    
    
    1,500
    
    
    
    1996
    
    
    
    272Iroquois
    
    Barge
    
    Pipelay
    
    
    400
    
    
    
    250
    
    
    
    
    
    
    
    60.00
    
    
    
    
    
    
    
    1,000
    
    
    
    1997
    
    
    
    259DLB 264
    
    Barge
    
    Pipelay/derrick
    
    
    397
    
    
    
    1,000
    
    
    
    
    
    
    
    60.00
    
    
    
    
    
    
    
    1,000
    
    
    
    1998
    
    
    
    220DLB 332
    
    Barge
    
    Pipelay/derrick
    
    
    352
    
    
    
    750
    
    
    
    
    
    
    
    60.00
    
    
    
    
    
    
    
    1,000
    
    
    
    1998
    
    
    
    208Cheyenne
    
    Barge
    
    Pipelay/bury/derrick
    
    
    350
    
    
    
    800
    
    
    
    
    
    
    
    36.00
    
    
    
    
    
    
    
    1,500
    
    
    
    1992
    
    
    
    190Cherokee
    
    Barge
    
    Pipelay/derrick
    
    
    350
    
    
    
    925
    
    
    
    
    
    
    
    36.00
    
    
    
    
    
    
    
    1,500
    
    
    
    1990
    
    
    
    183Chickasaw
    
    Barge
    
    Pipelay/reel
    
    
    275
    
    
    
    160
    
    
    
    
    
    
    
    12.75
    
    
    
    
    
    
    
    6,000
    
    
    
    1990
    
    
    
    70Sea Constructor
    
    Barge
    
    Pipelay/bury
    
    
    250
    
    
    
    200
    
    
    
    
    
    
    
    24.00
    
    
    
    
    
    
    
    400
    
    
    
    1987
    
    
    
    104Pioneer
    
    SWATH(2)
    
    Multi-service
    
    
    200
    
    
    
    50
    
    
    

    
    
    
    
        
    
    

    
    
    
    
     
    
    
    1996
    
    
    
    57G/P37
    
    Barge
    
    Pipelay/bury
    
    
    188
    
    
    
    140
    
    
    
    
    
    
    
    16.00
    
    
    
    
    
    
    
    300
    
    
    
    1981
    
    
    
    58
 
 (1)
    
    The Titan 2is leased from a third party under a long-term charter agreement which expires in
August 2013.(2)
    
    Small Waterplane Area Twin Hull vessel 20




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ITEM 3. LEGAL PROCEEDINGS
       21




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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  22




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ITEM (Unnumbered). EXECUTIVE OFFICERS OF THE REGISTRANT
   Name
    
    Age
    
    PositionB.K. Chin
    
    
    57
    
    
    Chairman of the Board and Chief Executive OfficerPeter S. Atkinson
    
    
    60
    
    
    President and Chief Financial OfficerJames J. Doré
    
    
    53
    
    
    Senior Vice President, Worldwide Diving and Subsea Services; and
Vice President , Middle East and MediterraneanRussell J. Robicheaux
    
    
    59
    
    
    Chief Administrative Officer and General CounselByron W. Baker
    
    
    51
    
    
    Senior Vice President, North America Region and Worldwide Fleet
Operations
     23




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24




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PART II
 
 ITEM 5.
    
    MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
  Common Stock PriceLow
    
    HighYear ended 2006:First quarter
    
    $
    12.05
    
    
    $
    14.55Second quarter
    
    
    14.14
    
    
    
    19.81Third quarter
    
    
    14.78
    
    
    
    18.65Fourth quarter
    
    
    12.96
    
    
    
    16.94Year ended 2007:First quarter
    
    $
    12.47
    
    
    $
    18.29Second quarter
    
    
    19.00
    
    
    
    26.82Third quarter
    
    
    20.46
    
    
    
    28.88Fourth quarter
    
    
    21.42
    
    
    
    27.74
     25




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ITEM
6. SELECTED FINANCIAL DATA
  Year Ended December 31,2007
    
    
    2006
    
    
    2005
    
    
    2004
    
    
    2003(in thousands, except per share and ratio data)Revenues
    
    $
    992,513
    
    
    $
    1,234,849
    
    
    $
    688,615
    
    
    $
    463,331
    
    
    $
    459,029Cost of operations
    
    
    719,768
    
    
    
    887,003
    
    
    
    571,768
    
    
    
    398,875
    
    
    
    455,968Gross profit
    
    
    272,745
    
    
    
    347,846
    
    
    
    116,847
    
    
    
    64,456
    
    
    
    3,061Loss on asset impairments
    
    
    141
    
    
    
    8,931
    
    
    
    
    
    
    
    7,173
    
    
    
    Provision for Vinci (GTM) litigation
    
    
    
    
    
    
    (13,699
    )
    
    
    
    
    
    
    
    
    
    
    33,500Net gain on asset disposal
    
    
    (4,220
    )
    
    
    (6,395
    )
    
    
    (5,303
    )
    
    
    (18,246
    )
    
    
    (5,674
    )Selling, general and administrative expenses
    
    
    81,275
    
    
    
    71,109
    
    
    
    50,916
    
    
    
    37,923
    
    
    
    37,648Operating income (loss)
    
    
    195,549
    
    
    
    287,900
    
    
    
    71,234
    
    
    
    37,606
    
    
    
    (62,413
    )Interest expense
    
    
    13,439
    
    
    
    10,787
    
    
    
    10,192
    
    
    
    14,797
    
    
    
    11,434Other (income) expense
    
    
    (31,792
    )
    
    
    (8,874
    )
    
    
    (4,972
    )
    
    
    1,647
    
    
    
    (1,562
    )Income (loss) from continuing operations before income
taxes
    
    
    213,902
    
    
    
    285,987
    
    
    
    66,014
    
    
    
    21,162
    
    
    
    (72,285
    )Income taxes
    
    
    53,942
    
    
    
    86,242
    
    
    
    31,256
    
    
    
    14,640
    
    
    
    (1,159
    )Income (loss) from continuing operations, net of
income taxes
    
    
    159,960
    
    
    
    199,745
    
    
    
    34,758
    
    
    
    6,522
    
    
    
    (71,126
    )Income from discontinued operations,
net of income taxes (1)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,910
    
    
    
    2,797Net income (loss)
    
    $
    159,960
    
    
    $
    199,745
    
    
    $
    34,758
    
    
    $
    22,432
    
    
    $
    (68,329
    )Net income (loss) per diluted shareContinuing operations
    
    $
    1.36
    
    
    $
    1.70
    
    
    $
    0.30
    
    
    $
    0.06
    
    
    $
    (0.71
    )Discontinued operations
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.00
    
    
    
    0.14
    
    
    
    0.03Net income (loss)
    
    $
    1.36
    
    
    $
    1.70
    
    
    $
    0.30
    
    
    $
    0.20
    
    
    $
    (0.68
    )Ratio of earnings to fixed charges (2)
    
    
    7.3
    x
    
    
    12.0
    x
    
    
    5.6
    x
    
    
    2.2
    x
    
    
    (3
    )Total assets (4)
    
    $
    1,589,798
    
    
    $
    1,070,997
    
    
    $
    844,662
    
    
    $
    743,240
    
    
    $
    620,831Working capital (4)
    
    $
    843,017
    
    
    $
    460,126
    
    
    $
    232,050
    
    
    $
    186,647
    
    
    $
    37,321Long-term debt (4)
    
    $
    394,300
    
    
    $
    73,260
    
    
    $
    77,220
    
    
    $
    81,180
    
    
    $
    123,728
 
 (1)
    
    Includes the gain on the sale of our Liftboat Division in 2004 of $16.1 million net of tax.(2)
    
    For purposes of computing the ratios of earnings to fixed charges: (1) earnings consist of
income from continuing operations before income taxes plus fixed charges, excluding
capitalized interest, and (2) fixed charges consist of interest expense (including capitalized
interest) and the estimated interest component of rent expense (one-third of total rent
expense). There were no dividends paid or accrued during the periods presented above.(3)
    
    Earnings were inadequate to cover fixed charges by $72.3 million for 2003.(4)
    
    As of the end of the period. 26




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ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
  Results of Operations
 General
  
    
    a geographical shift of India operations from the Middle East to the Asia Pacific;
    
    transfer of a portion of subsea services from the Middle East to West Africa; and
    
    corporate interest income and expense no longer being allocated to the reportable
segments.
    Offshore Construction Services
  27




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Subsea Services
  28




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Year Ended December 31, 2007 Compared to Year Ended December 31, 2006
 2007
    
    
    2006% of
    
    
    
    
    
    
    % of
    
    
    % ChangeThousands
    
    
    Revenue
    
    
    Thousands
    
    
    Revenue
    
    
    (Unfavorable)Revenues
    
    $
    992,513
    
    
    
    100.0
    %
    
    $
    1,234,849
    
    
    
    100.0
    %
    
    
    (19.6)
    %Cost of operations
    
    
    719,768
    
    
    
    72.5
    
    
    
    887,003
    
    
    
    71.8
    
    
    
    18.9Gross profit
    
    
    272,745
    
    
    
    27.5
    
    
    
    347,846
    
    
    
    28.2
    
    
    
    (21.6
    )Loss on asset impairments
    
    
    141
    
    
    
    
    
    
    
    8,931
    
    
    
    0.7
    
    
    
    98.4Reduction in litigation provision
    
    
    
    
    
    
    
    
    
    
    (13,699
    )
    
    
    (1.1
    )
    
    
    (100.0
    )Net gain on asset disposal
    
    
    (4,220
    )
    
    
    (0.4
    )
    
    
    (6,395
    )
    
    
    (0.5
    )
    
    
    (34.0
    )Selling, general and administrative expenses
    
    
    81,275
    
    
    
    8.2
    
    
    
    71,109
    
    
    
    5.8
    
    
    
    (14.3
    )Operating income
    
    
    195,549
    
    
    
    19.7
    
    
    
    287,900
    
    
    
    23.3
    
    
    
    (32.1
    )Other expense (income):Interest expense
    
    
    13,439
    
    
    
    1.4
    
    
    
    10,787
    
    
    
    0.9
    
    
    
    (24.6
    )Other (income)
    
    
    (31,792
    )
    
    
    (3.2
    )
    
    
    (8,874
    )
    
    
    (0.8
    )
    
    
    258.3Income from operations before income taxes
    
    
    213,902
    
    
    
    21.5
    
    
    
    285,987
    
    
    
    23.2
    
    
    
    (25.2
    )Income taxes
    
    
    53,942
    
    
    
    5.4
    
    
    
    86,242
    
    
    
    7.0
    
    
    
    37.5Net income
    
    $
    159,960
    
    
    
    16.1
    %
    
    $
    199,745
    
    
    
    16.2
    %
    
    
    (19.9)
    %
 Revenues.
 Depreciation and Amortization in Cost of Operations.
 Gross Profit. .
 Loss on Asset Impairments
 Reduction in Litigation Provision.
 29




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##### Table of Contents



Gain on Asset Disposal.
 Selling, General, and Administrative Expenses.
 Interest Expense.
 Other Expense or Income.
 Income Taxes
 Segment Information
  Gulf of Mexico Offshore Construction Division
  Gulf of Mexico Subsea
  30




---



##### Table of Contents



Latin America
  West Africa
  Middle East
 Rem Fortress
 Asia Pacific/India
  31




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##### Table of Contents



Year Ended December 31, 2006 Compared to Year Ended December 31, 2005
 2006
    
    
    2005% of
    
    
    
    
    
    
    % of
    
    
    % ChangeThousands
    
    
    Revenue
    
    
    Thousands
    
    
    Revenue
    
    
    (Unfavorable)Revenues
    
    $
    1,234,849
    
    
    
    100.0
    %
    
    $
    688,615
    
    
    
    100.0
    %
    
    
    79.3
    %Cost of operations
    
    
    887,003
    
    
    
    71.8
    
    
    
    571,768
    
    
    
    83.0
    
    
    
    (55.1
    )Gross profit
    
    
    347,846
    
    
    
    28.2
    
    
    
    116,847
    
    
    
    17.0
    
    
    
    197.7Loss on asset impairments
    
    
    8,931
    
    
    
    0.7
    
    
    
    
    
    
    
    
    
    
    
    Reduction in litigation provision
    
    
    (13,699
    )
    
    
    (1.1
    )
    
    
    
    
    
    
    
    
    
    
    Net gain on asset disposal
    
    
    (6,395
    )
    
    
    (0.5
    )
    
    
    (5,303
    )
    
    
    (0.8
    )
    
    
    20.6Selling, general and administrative expenses
    
    
    71,109
    
    
    
    5.8
    
    
    
    50,916
    
    
    
    7.4
    
    
    
    (39.7
    )Operating income
    
    
    287,900
    
    
    
    23.3
    
    
    
    71,234
    
    
    
    10.4
    
    
    
    304.2Other expense (income):Interest expense
    
    
    10,787
    
    
    
    0.9
    
    
    
    10,192
    
    
    
    1.5
    
    
    
    (5.8
    )Other (income)
    
    
    (8,874
    )
    
    
    (0.8
    )
    
    
    (4,972
    )
    
    
    (0.6
    )
    
    
    78.5Income from operations before income taxes
    
    
    285,987
    
    
    
    23.2
    
    
    
    66,014
    
    
    
    9.5
    
    
    
    333.2Income taxes
    
    
    86,242
    
    
    
    7.0
    
    
    
    31,256
    
    
    
    4.5
    
    
    
    (175.9
    )Net income
    
    $
    199,745
    
    
    
    16.2
    %
    
    $
    34,758
    
    
    
    5.0
    %
    
    
    474.7
    %
 Revenues. REM Commander
 Depreciation and Amortization in Cost of Operations.
 Gross Profit.
 32




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##### Table of Contents



Loss on Asset Impairments.
 Reduction in Litigation Provision.
 Selling, General, and Administrative Expenses.
 Other Expense or Income.
 Income Taxes.
 Segment Information
  Gulf of Mexico Offshore Construction Division
 G/P 37 Pipeliner 5
 33




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##### Table of Contents



Gulf of Mexico Subsea
 REM Commander
 Latin America
  West Africa
  Middle East
 Tonkawa
 34




---



##### Table of Contents



Asia Pacific/India
 REM Fortress Hercules REM Fortress Hercules
 35




---



##### Table of Contents



Industry and Business Outlook
    Liquidity and Capital Resources
 Overview
   Cash Flows
 Operating
Activities
 Investing Activities 
 36




---



##### Table of Contents



Financing Activities
 Long-Term Debt
   Other Indebtedness and Obligations
  Charters Titan 2 Titan 2
 Rem Commander Rem Fortress
 Future Lease Obligations 
 2008
    
    $
    37,8142009
    
    
    43,5192010
    
    
    30,5352011
    
    
    25,0722012
    
    
    19,454Thereafter
    
    
    6,873Total
    
    $
    163,267
 37




---



##### Table of Contents



Summary of Contractual Obligations as of December 31, 2007
 Payments due by period(in thousands)Less
    
    
    
    
    
    
    
    
    
    
    Morethan 1
    
    
    1-3
    
    
    4-5
    
    
    than 5Contractual Obligations
    
    Total
    
    
    year
    
    
    years
    
    
    years
    
    
    yearsLong-Term Debt Principal Only
    
    $
    394,300
    
    
    $
    3,960
    
    
    $
    11,880
    
    
    $
    7,920
    
    
    $
    370,540Long-Term Debt Interest Only(1)
    
    
    106,926
    
    
    
    14,204
    
    
    
    40,781
    
    
    
    25,661
    
    
    
    26,280Operating Lease Obligations  Cancelable
    
    
    32,487
    
    
    
    5,653
    
    
    
    17,470
    
    
    
    9,364
    
    
    
    Operating Lease Obligations  Non-Cancelable(2)
    
    
    163,267
    
    
    
    37,814
    
    
    
    99,126
    
    
    
    26,313
    
    
    
    14Purchase Obligations(3)
    
    
    149,459
    
    
    
    85,224
    
    
    
    64,235
    
    
    
    
    
    
    
    Total
    
    $
    846,439
    
    
    $
    146,855
    
    
    $
    233,492
    
    
    $
    69,258
    
    
    $
    396,834
 
 (1)
    
    Includes interest expense on our Senior Convertible Debentures, assuming conversion on the earliest call date of August 1, 2014.(2)
    
    A portion includes future charter payments for a MSV scheduled for delivery in 2008.(3)
    
    Primarily represents purchase orders outstanding for the construction of the designated Global 1200 vessel. Accounting for Uncertainty in Income
Taxes  an Interpretation of FASB Statement No. 109
 Off Balance Sheet Arrangements
 , , ,
 38




---



##### Table of Contents



Liquidity Outlook
     39




---



##### Table of Contents



Recent Accounting Pronouncements
 Noncontrolling Interests in Consolidated Financial
Statements
 Business Combinations
 The Fair Value Option for Financial Assets and
Financial Liabilities (SFAS 159)
 Fair Value Measurements
 Critical Accounting Policies and Estimates
  Revenue Recognition
  40




---



##### Table of Contents



Receivables
  Property and Equipment
   Impairment of Goodwill
  Income Taxes
  41




---



##### Table of Contents



Accounting
for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109
 42




---



##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Foreign Currency Risk
  
   
 Interest Rate Risk
    43




---



##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
   Internal Control  Integrated Framework
 Internal Control  Integrated Framework
  /s/ B.K. CHIN
    
    
    
    /s/ PETER S. ATKINSONB.K. Chin
    
    
    
    Peter S. AtkinsonChief Executive Officer
    
    
    
    President and Chief Financial OfficerCarlyss, LouisianaFebruary 22, 2008
 44




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal
Control-Integrated Framework
    Internal
Control-Integrated Framework
 45




---



##### Table of Contents



DELOITTE & TOUCHE LLP
 46




---



##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    Share-Based Payment
 Internal Control-Integrated Framework
 DELOITTE & TOUCHE LLP
 47




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##### Table of Contents



GLOBAL INDUSTRIES, LTD.
 
 CONSOLIDATED BALANCE SHEETS
 (in thousands)
 December 31,2007
    
    
    2006ASSETSCurrent AssetsCash and cash equivalents
    
    $
    723,450
    
    
    $
    352,178Restricted cash
    
    
    1,121
    
    
    
    1,073Marketable securities
    
    
    99,935
    
    
    
    Accounts receivable  net of allowance of $1,278 for 2007
and $17,203 for 2006
    
    
    167,469
    
    
    
    197,258Unbilled work on uncompleted contracts
    
    
    106,716
    
    
    
    90,980Contract costs incurred not yet recognized
    
    
    10,821
    
    
    
    22,721Deferred income taxes
    
    
    3,827
    
    
    
    2,781Assets held for sale
    
    
    1,002
    
    
    
    Prepaid expenses and other
    
    
    27,875
    
    
    
    16,147Total current assets
    
    
    1,142,216
    
    
    
    683,138Property and Equipment, net
    
    
    349,549
    
    
    
    316,876Other AssetsAccounts receivable  long-term
    
    
    9,315
    
    
    
    7,731Deferred charges, net
    
    
    43,045
    
    
    
    19,862Deferred income taxes
    
    
    336
    
    
    
    2,711Goodwill, net
    
    
    37,388
    
    
    
    37,388Other
    
    
    7,949
    
    
    
    3,291Total other assets
    
    
    98,033
    
    
    
    70,983Total
    
    $
    1,589,798
    
    
    $
    1,070,997LIABILITIES AND SHAREHOLDERS EQUITYCurrent LiabilitiesCurrent maturities of long term debt
    
    $
    3,960
    
    
    $
    3,960Accounts payable
    
    
    169,034
    
    
    
    127,009Employee-related liabilities
    
    
    28,366
    
    
    
    25,643Income taxes payable
    
    
    39,683
    
    
    
    38,092Accrued interest payable
    
    
    5,827
    
    
    
    2,134Advance billings on uncompleted contracts
    
    
    36,691
    
    
    
    4,557Other accrued liabilities
    
    
    15,638
    
    
    
    21,617Total current liabilities
    
    
    299,199
    
    
    
    223,012Long-Term Debt
    
    
    390,340
    
    
    
    69,300Deferred Income Taxes
    
    
    35,617
    
    
    
    51,714Other Liabilities
    
    
    11,050
    
    
    
    1,406Commitments and Contingencies
    
    
    
    
    
    
    Shareholders EquityCommon stock, $0.01 par value, 150,000 authorized, and 118,001 and 116,252
shares issued at December 31, 2007 and 2006, respectively
    
    
    1,180
    
    
    
    1,162Additional paid-in capital
    
    
    418,366
    
    
    
    379,297Retained earnings
    
    
    515,206
    
    
    
    353,834Treasury stock at cost, 2,904 in 2007 and 38 in 2006
    
    
    (77,257
    )
    
    
    (644
    )Accumulated other comprehensive loss
    
    
    (3,903
    )
    
    
    (8,084
    )Total shareholders equity
    
    
    853,592
    
    
    
    725,565Total
    
    $
    1,589,798
    
    
    $
    1,070,997
  48




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##### Table of Contents



GLOBAL INDUSTRIES, LTD.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (in thousands, except per share data)
 Year Ended December 31,2007
    
    
    2006
    
    
    2005Revenues
    
    $
    992,513
    
    
    $
    1,234,849
    
    
    $
    688,615Cost of operations
    
    
    719,768
    
    
    
    887,003
    
    
    
    571,768Gross profit
    
    
    272,745
    
    
    
    347,846
    
    
    
    116,847Loss on asset impairments
    
    
    141
    
    
    
    8,931
    
    
    
    Reduction in litigation provision
    
    
    
    
    
    
    (13,699
    )
    
    
    Net gain on asset disposal
    
    
    (4,220
    )
    
    
    (6,395
    )
    
    
    (5,303
    )Selling, general and administrative expenses
    
    
    81,275
    
    
    
    71,109
    
    
    
    50,916Operating income
    
    
    195,549
    
    
    
    287,900
    
    
    
    71,234Other expense (income):Interest expense
    
    
    13,439
    
    
    
    10,787
    
    
    
    10,192Other (income)
    
    
    (31,792
    )
    
    
    (8,874
    )
    
    
    (4,972
    )Income from operations before income taxes
    
    
    213,902
    
    
    
    285,987
    
    
    
    66,014Income taxes
    
    
    53,942
    
    
    
    86,242
    
    
    
    31,256Net income
    
    $
    159,960
    
    
    $
    199,745
    
    
    $
    34,758Earnings per common share:Basic
    
    $
    1.38
    
    
    $
    1.73
    
    
    $
    0.31Diluted
    
    $
    1.36
    
    
    $
    1.70
    
    
    $
    0.30Weighted Average Shares Outstanding:Basic
    
    
    116,137
    
    
    
    115,632
    
    
    
    113,959Diluted
    
    
    117,819
    
    
    
    117,307
    
    
    
    115,072
  49




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##### Table of Contents



GLOBAL INDUSTRIES, LTD.
 
 CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY  (in thousands, except share data)
 AccumulatedAdditional
    
    
    
    
    
    
    OtherCommon Stock
    
    
    Paid-In
    
    
    Treasury
    
    
    Comprehensive
    
    
    RetainedShares
    
    
    Amount
    
    
    Capital
    
    
    Stock
    
    
    Loss
    
    
    Earnings
    
    
    TotalBalance
at Jan. 1, 2005
    
    
    113,350,158
    
    
    $
    1,133
    
    
    $
    339,242
    
    
    $
    
    
    
    $
    (8,978
    )
    
    $
    119,331
    
    
    $
    450,728Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,758
    
    
    
    34,758Amortization of unearned
stock compensation
    
    
    
    
    
    
    
    
    
    
    2,836
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,836Restricted stock issues, net
    
    
    (143,864
    )
    
    
    
    
    
    
    455
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    455Exercise of stock options
    
    
    1,015,633
    
    
    
    10
    
    
    
    6,720
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,730Tax effect of exercise of
stock options
    
    
    
    
    
    
    
    
    
    
    763
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    763Common stock issued
    
    
    121,734
    
    
    
    1
    
    
    
    534
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    535Balance
at Dec. 31, 2005
    
    
    114,343,661
    
    
    $
    1,144
    
    
    $
    350,550
    
    
    $
    
    
    
    $
    (8,978
    )
    
    $
    154,089
    
    
    $
    496,805Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    199,745
    
    
    
    199,745Amortization of unearned
stock compensation
    
    
    
    
    
    
    
    
    
    
    9,721
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,721Restricted stock issues, net
    
    
    760,277
    
    
    
    7
    
    
    
    5,446
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,453Exercise of stock options
    
    
    1,053,042
    
    
    
    10
    
    
    
    9,210
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,220Tax effect of exercise of
stock options
    
    
    
    
    
    
    
    
    
    
    3,690
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,690Common stock issued
    
    
    95,431
    
    
    
    1
    
    
    
    680
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    681Treasury stock purchased
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (644
    )
    
    
    
    
    
    
    
    
    
    
    (644
    )Comprehensive income, net
of tax:Gain on derivatives
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    894
    
    
    
    
    
    
    
    894Balance
at Dec. 31, 2006
    
    
    116,252,411
    
    
    $
    1,162
    
    
    $
    379,297
    
    
    $
    (644
    )
    
    $
    (8,084
    )
    
    $
    353,834
    
    
    $
    725,565Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    159,960
    
    
    
    159,960Cumulative effect of
adopting FIN 48
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,412
    
    
    
    1,412Amortization of unearned
stock compensation
    
    
    
    
    
    
    
    
    
    
    14,059
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,059Restricted stock issues, net
    
    
    203,816
    
    
    
    2
    
    
    
    2,564
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,566Exercise of stock options
    
    
    1,544,559
    
    
    
    16
    
    
    
    17,669
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,685Tax effect of exercise of
stock options
    
    
    
    
    
    
    
    
    
    
    4,777
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,777Common stock issued
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Treasury stock purchased
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (76,613
    )
    
    
    
    
    
    
    
    
    
    
    (76,613
    )Comprehensive income, net
of tax:Gain on derivatives
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,181
    
    
    
    
    
    
    
    4,181Balance
at Dec. 31, 2007
    
    
    118,000,786
    
    
    $
    1,180
    
    
    $
    418,366
    
    
    $
    (77,257
    )
    
    $
    (3,903
    )
    
    $
    515,206
    
    
    $
    853,592
  50




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##### Table of Contents



GLOBAL INDUSTRIES, LTD.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS  in thousands)
 Year Ended December 31,2007
    
    
    2006
    
    
    2005Cash Flows From Operating ActivitiesNet income
    
    $
    159,960
    
    
    $
    199,745
    
    
    $
    34,758Adjustments to reconcile net income to net cash provided by (used in)
operating activities:Depreciation and non-stock-based amortization
    
    
    45,214
    
    
    
    51,190
    
    
    
    49,861Stock-based compensation expense
    
    
    16,625
    
    
    
    15,173
    
    
    
    3,268Provision for doubtful accounts
    
    
    (3,537
    )
    
    
    29,010
    
    
    
    5,223Gain on sale or disposal of property and equipment
    
    
    (4,220
    )
    
    
    (6,395
    )
    
    
    (5,303
    )Derivative gain
    
    
    (249
    )
    
    
    
    
    
    
    Loss on asset impairments
    
    
    141
    
    
    
    8,931
    
    
    
    Reduction in litigation provision
    
    
    
    
    
    
    (13,699
    )
    
    
    Deferred income taxes
    
    
    (17,133
    )
    
    
    11,003
    
    
    
    4,487Tax penalties, fees, and adjustments
    
    
    
    
    
    
    3,267
    
    
    
    2,500Excess tax benefits from stock-based compensation
    
    
    (4,777
    )
    
    
    (3,690
    )
    
    
    Changes in operating assets and liabilitiesAccounts receivable, unbilled work, and contract costs
    
    
    31,440
    
    
    
    (67,617
    )
    
    
    (153,288
    )Prepaid expenses and other
    
    
    (9,693
    )
    
    
    16,389
    
    
    
    (8,860
    )Accounts payable, employee-related liabilities and
other accrued liabilities
    
    
    84,550
    
    
    
    38,723
    
    
    
    74,259Deferred dry-docking costs incurred
    
    
    (30,651
    )
    
    
    (13,895
    )
    
    
    (10,386
    )Litigation settlement payment
    
    
    
    
    
    
    (22,050
    )
    
    
    Net cash provided by (used in) operating activities
    
    
    267,670
    
    
    
    246,085
    
    
    
    (3,481
    )Cash Flows From Investing ActivitiesProceeds from the sale of assets
    
    
    5,813
    
    
    
    13,431
    
    
    
    9,176Additions to property and equipment
    
    
    (61,792
    )
    
    
    (42,450
    )
    
    
    (23,392
    )Purchase of marketable securities
    
    
    (466,680
    )
    
    
    
    
    
    
    Sale of marketable securities
    
    
    366,745
    
    
    
    
    
    
    
    Decrease in (additions to) restricted cash
    
    
    (48
    )
    
    
    404
    
    
    
    (1,477
    )Net cash (used in) investing activities
    
    
    (155,962
    )
    
    
    (28,615
    )
    
    
    (15,693
    )Cash Flows From Financing ActivitiesProceeds from the sale of common stock, net
    
    
    17,685
    
    
    
    9,220
    
    
    
    7,720Additions to deferred charges
    
    
    (7,325
    )
    
    
    (736
    )
    
    
    (609
    )Repayment of long-term debt
    
    
    (3,960
    )
    
    
    (3,960
    )
    
    
    (3,960
    )Repurchase of common stock
    
    
    (76,613
    )
    
    
    (644
    )
    
    
    Proceeds from long-term debt
    
    
    325,000
    
    
    
    
    
    
    
    Excess tax benefits from stock-based compensation
    
    
    4,777
    
    
    
    3,690
    
    
    
    Net cash provided by financing activities
    
    
    259,564
    
    
    
    7,570
    
    
    
    3,151Cash and Cash EquivalentsIncrease (decrease)
    
    
    371,272
    
    
    
    225,040
    
    
    
    (16,023
    )Beginning of period
    
    
    352,178
    
    
    
    127,138
    
    
    
    143,161End of period
    
    $
    723,450
    
    
    $
    352,178
    
    
    $
    127,138
  51




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##### Table of Contents



GLOBAL INDUSTRIES, LTD.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Organization and Summary of Significant Accounting Policies
 Organization
 Principles of Consolidation
 Cash and Cash Equivalents
 Restricted Cash 
 Marketable Securities 
 Receivables 
 52




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##### Table of Contents



Assets Held for Sale  Accounting for the Impairment or
Disposal of Long-lived Assets, Ocean Winsertor Subtec II
 Property and Equipment, and Depreciation
  Marine barges, vessels and related equipment
    
    5                   25 yearsMachinery and equipment
    
    5                   18 yearsTransportation equipment
    
    3                   10 yearsFurniture and fixtures
    
    2                   12 yearsBuildings and leasehold improvements
    
    3                   40 years
 Interest Capitalization
 Deferred Charges
  53




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##### Table of Contents



Goodwill
 Impairment of Long-Lived Assets Accounting for the
Impairment or Disposal of Long-lived Assets,
 Contracts in Progress and Revenue Recognition Accounting for
Performance of Construction Type and Certain Production Type Contracts
  Derivative Financial Instruments Accounting for Derivative Instruments and Hedging Activity
  Foreign Currency Translation
 54




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##### Table of Contents



Stock-Based Compensation  Share-Based Payment Accounting for Stock Issued to Employees,
 2005 Pro forma Disclosure
 Year endedDecember 31,2005Net income
    
    $
    34,758Add: Recognized stock compensation expense, net of taxes
    
    
    2,027Less: SFAS 123R pro forma stock compensation expense, net of
taxes
    
    
    (2,793
    )Pro-forma net income
    
    $
    33,992As reported:Basic
    
    $
    0.31Diluted
    
    $
    0.30Pro forma:Basic
    
    $
    0.30Diluted
    
    $
    0.30
  Income Taxes Accounting for Uncertainty
in Income Taxes  an interpretation of FASB Statement No. 109
 55




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##### Table of Contents



Concentration of Credit Risk
 Use of Estimates
 Basic and Diluted Earnings Per Share 
 Recent Accounting Pronouncements
 Noncontrolling Interests in Consolidated Financial
Statements,
 Business Combinations
 56




---



##### Table of Contents



The Fair Value Option for Financial Assets and
Financial Liabilities (SFAS 159)
 Fair Value Measurements
 2. Receivables
   57




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##### Table of Contents



Costs and Estimated Earnings on Uncompleted Contracts
 December 31,2007
    
    
    2006(in thousands)Costs incurred and recognized on uncompleted contracts
    
    $
    838,856
    
    
    $
    663,381Estimated earnings
    
    
    322,089
    
    
    
    197,693Costs and estimated earnings on uncompleted contracts
    
    
    1,160,945
    
    
    
    861,074Less: Billings to date
    
    
    (1,091,255
    )
    
    
    (796,353
    )69,690
    
    
    
    64,721Plus: Accrued revenue(1)
    
    
    8,371
    
    
    
    21,702Less: Advance billing on uncompleted contracts
    
    
    (8,036
    )
    
    
    $
    70,025
    
    
    $
    86,423Included in accompanying balance sheets under the
following captions:Unbilled work on uncompleted contracts
    
    $
    106,716
    
    
    $
    90,980Advance billings on uncompleted contracts
    
    
    (36,691
    )
    
    
    (4,557
    )$
    70,025
    
    
    $
    86,423
 
 (1)
    
    Accrued revenue represents unbilled amounts receivable related to work performed on projects for which the
percentage of completion method is not applicable. 3. Property and Equipment
  December 31,2007
    
    
    2006(in thousands)Marine barges, vessels, and related equipment
    
    $
    428,021
    
    
    $
    427,153Machinery and equipment
    
    
    87,798
    
    
    
    75,079Transportation equipment
    
    
    6,098
    
    
    
    6,459Furniture and fixtures
    
    
    14,475
    
    
    
    11,315Buildings and leasehold improvements
    
    
    47,305
    
    
    
    47,429Land
    
    
    6,322
    
    
    
    6,930Construction in progress
    
    
    68,757
    
    
    
    28,536658,776
    
    
    
    602,901Less accumulated depreciation and amortization
    
    
    (309,227
    )
    
    
    (286,025
    )Property and equipment  net
    
    $
    349,549
    
    
    $
    316,876
  4. Derivative Financial Instruments
  58




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##### Table of Contents



Accounting for Derivative Instruments and Hedging Activities,
  5. Long-Term Debt
  December 31,2007
    
    
    2006(in thousands)United States Government Guaranteed Ship Financing
Bonds, 2000 Series dated February 15, 2000,
payable in semi-annual principal installments of
$1,980,000, with an interest rate of 7.71%,
maturing February 15, 2025, and collateralized by
the Herculesvessel and related equipment with a
net book value of $88.1 million at December 31,
2007
    
    $
    69,300
    
    
    $
    73,260Senior Convertible Debentures are due in August
2027. Unsecured indebtedness with an interest
rate of 2.75% payable semi-annually
    
    
    325,000
    
    
    
    Revolving Credit Facility with a syndicate of
commercial banks, interest payable at variable
rates
    
    
    
    
    
    
    Total long-term debt
    
    
    394,300
    
    
    
    73,260Less current maturities
    
    
    3,960
    
    
    
    3,960Long-term debt, less current maturities
    
    $
    390,340
    
    
    $
    69,300
  2008
    
    $
    3,9602009
    
    
    3,9602010
    
    
    3,9602011
    
    
    3,9602012
    
    
    3,960Thereafter
    
    
    374,500Total
    
    $
    394,300
 United States Government Guaranteed Ship Financing Bond (Title XI bonds)
 Senior Convertible Debentures 
 59




---



##### Table of Contents



Revolving Credit Facility 
  6. Commitments and Contingencies
 Commitments
  Titan 2 Titan 2
  60




---



##### Table of Contents



2008
    
    $
    37,8142009
    
    
    43,5192010
    
    
    30,5352011
    
    
    25,0722012
    
    
    19,454Thereafter
    
    
    6,873Total
    
    $
    163,267
 Construction and Purchases in Progress 
 Guarantees 
 Letters of Credit 
 Contingencies
    61




---



##### Table of Contents



62




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##### Table of Contents



63




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##### Table of Contents



7. Shareholders Equity
 Accumulated
Other Comprehensive Income
 Forward
    
    
    AccumulatedAccumulated
    
    
    Foreign
    
    
    OtherTranslation
    
    
    Currency
    
    
    ComprehensiveAdjustment
    
    
    Contracts
    
    
    Income (Loss)(in thousands)Balance at January 1, 2006
    
    $
    (8,978
    )
    
    $
    
    
    
    $
    (8,978
    )Change in value
    
    
    
    
    
    
    821
    
    
    
    821Reclassification of loss to earnings
    
    
    
    
    
    
    73
    
    
    
    73Balance at December 31, 2006
    
    $
    (8,978
    )
    
    $
    894
    
    
    $
    (8,084
    )Change in value
    
    
    
    
    
    
    4,249
    
    
    
    4,249Reclassification of loss to earnings
    
    
    
    
    
    
    (68
    )
    
    
    (68
    )Balance at December 31, 2007
    
    $
    (8,978
    )
    
    $
    5,075
    
    
    $
    (3,903
    )
  Comprehensive
Income 
 Year Ended December 31,2007
    
    
    2006
    
    
    2005(in thousands)Net income
    
    $
    159,960
    
    
    $
    199,745
    
    
    $
    34,758Comprehensive (loss) income:Unrealized net gain on
foreign currency hedges
before taxes
    
    
    6,432
    
    
    
    1,375
    
    
    
    Provision for income taxes
    
    
    (2,251
    )
    
    
    (481
    )
    
    
    Comprehensive income
    
    $
    164,141
    
    
    $
    200,639
    
    
    $
    34,758
 Preferred
Stock 
 Treasury
Stock 
 8. Restructuring Costs
  9. Stock-Based Compensation
 Stock-Based Compensation Expense
  64




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##### Table of Contents



Stock Benefit Plans
 2005
Stock Incentive Plan
 Non-Employee Director Compensation Plan
  1998 Equity Incentive Plan
 1995 Employee Stock Purchase Plan (Purchase Plan) 
 65




---



##### Table of Contents



Stock Option Activities
  Weighted
    
    
    Remaining
    
    
    AggregateAverage
    
    
    Average
    
    
    IntrinsicExercise
    
    
    Contractual
    
    
    ValueShares
    
    
    Price
    
    

Life (in years)
    
    
    (in thousands)Outstanding at January 1, 2005
    
    
    5,994,830
    
    
    $
    9.97Granted
    
    
    18,000
    
    
    
    8.45Forfeited or expired
    
    
    (634,150
    )
    
    
    13.83Exercised
    
    
    (919,630
    )
    
    
    6.43Outstanding at December 31, 2005
    
    
    4,459,050
    
    
    $
    10.14
    
    
    
    4.7
    
    
    $
    5,410Granted
    
    
    1,086,300
    
    
    
    13.07Forfeited or expired
    
    
    (262,990
    )
    
    
    11.91Exercised
    
    
    (1,073,603
    )
    
    
    9.03Outstanding at December 31, 2006
    
    
    4,208,757
    
    
    $
    11.06
    
    
    
    5.0
    
    
    $
    11,072Granted
    
    
    471,775
    
    
    
    14.03Forfeited or expired
    
    
    (220,918
    )
    
    
    13.75Exercised
    
    
    (1,544,559
    )
    
    
    11.42Outstanding at December 31, 2007
    
    
    2,915,055
    
    
    $
    11.15
    
    
    
    5.4
    
    
    $
    30,046Fully vested and expected to vest at
December 31, 2007
    
    
    2,675,074
    
    
    $
    10.97
    
    
    
    5.1
    
    
    $
    28,051Exercisable at December 31, 2007
    
    
    1,955,129
    
    
    $
    10.13
    
    
    
    3.8
    
    
    $
    22,067
  Year endedDecember 312007
    
    2006
    
    2005Expected life in years
    
    6 years
    
    6 years
    
    6 yearsRisk-free interest rate
    
    
    3.83 -5.09
    %
    
    
    4.61-5.15
    %
    
    
    4.54
    %Volatility
    
    
    50.95-54.45
    %
    
    
    54.82-58.70
    %
    
    
    46.59
    %Forfeiture rate
    
    
    25.00
    %
    
    
    25.00
    %
    
    ActualExpected dividends
    
    
    -0-
    
    
    
    -0-
    
    
    
    -0-
     66




---



##### Table of Contents



WeightedAverageGrant-DateNon-vested shares
    
    Shares
    
    
    Fair ValueOutstanding at January 1, 2005
    
    
    1,745,681
    
    
    $
    8.41Vested
    
    
    (830,371
    )
    
    
    9.11Forfeited
    
    
    (150,320
    )
    
    
    7.31Granted
    
    
    18,000
    
    
    
    8.45Outstanding at December 31, 2005
    
    
    782,990
    
    
    $
    7.88Vested
    
    
    (442,220
    )
    
    
    8.63Forfeited
    
    
    (157,270
    )
    
    
    10.12Granted
    
    
    1,086,300
    
    
    
    13.07Outstanding at December 31, 2006
    
    
    1,269,800
    
    
    $
    11.78Vested
    
    
    (625,963
    )
    
    
    11.08Forfeited
    
    
    (155,686
    )
    
    
    12.44Granted
    
    
    471,775
    
    
    
    14.03Outstanding at December 31, 2007
    
    
    959,926
    
    
    $
    13.23
  Stock Award Activities
 Restricted
stock 
 Weighted
    
    
    RemainingAverage
    
    
    Average
    
    
    AggregateGrant-Date
    
    
    Contractual
    
    
    ValueShares
    
    
    Fair Value
    
    

Life(in years)
    
    
    (in thousands)Outstanding at January 1, 2007
    
    
    1,515,933
    
    
    $
    11.36
    
    
    
    1.66
    
    
    $
    17,224Granted
    
    
    386,775
    
    
    
    14.45Forfeited or expired
    
    
    (199,494
    )
    
    
    13.45Vested and released to participants
    
    
    (813,664
    )
    
    
    8.81Outstanding at December 31, 2007
    
    
    889,550
    
    
    $
    14.56
    
    
    
    1.59
    
    
    $
    12,948
  67




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##### Table of Contents



Performance
Shares 
 WeightedAverage
    
    
    AggregateGrant-Date
    
    
    ValueShares
    
    
    Fair Value
    
    
    (in thousands)Outstanding at January 1, 2007
    
    
    872,000
    
    
    $
    5.98
    
    
    $
    5,211Forfeited or expired
    
    
    (66,452
    )
    
    
    7.46Outstanding at December 31, 2007
    
    
    805,548
    
    
    $
    5.85
    
    
    $
    4,716
   Performance-based
Units 
 WeightedAverage
    
    
    AggregateGrant-Date
    
    
    ValueUnits
    
    
    Fair Value
    
    
    (in thousands)Outstanding at January 1, 2007
    
    
    218,186
    
    
    $
    15.15
    
    
    $
    3,306Granted
    
    
    217,028
    
    
    
    14.62Forfeited or expired
    
    
    (78,840
    )
    
    
    15.35Outstanding at December 31, 2007
    
    
    356,374
    
    
    $
    14.78
    
    
    $
    5,267
  10. Employee Benefits
   68




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##### Table of Contents



11. Asset Disposal and Impairments
  Net
Gains on Asset Disposal 
 Losses
on Asset Impairments 
 Year Ended December 31,Segment
    
    Description of Asset
    
    
    2007
    
    
    2006(in thousands)Gulf of Mexico OCD
    
    One MCV & Other
    
    $
    
    
    
    $
    1,415Gulf of Mexico Subsea
    
    One DSV
    
    
    
    
    
    
    1,963Latin America
    
    Three DSVs
    
    
    
    
    
    
    1,434Middle East
    
    One MCV & Two DSVs
    
    
    
    
    
    
    4,119Corporate
    
    Other
    
    
    141
    
    
    
    Total
    
    
    
    
    
    $
    141
    
    
    $
    8,931
 69




---



##### Table of Contents



12. Income Taxes
  Year Ended December 31,2007
    
    
    2006
    
    
    2005(in thousands)U.S. federal and state:Current
    
    $
    21,482
    
    
    $
    29,915
    
    
    $
    15,593Deferred
    
    
    (11,255
    )
    
    
    6,882
    
    
    
    4,258Foreign:Current
    
    
    47,684
    
    
    
    44,098
    
    
    
    7,951Deferred
    
    
    (3,969
    )
    
    
    5,347
    
    
    
    3,454Total
    
    $
    53,942
    
    
    $
    86,242
    
    
    $
    31,256
   Year Ended December 31,2007
    
    
    2006
    
    
    2005(in thousands)United States
    
    $
    39,016
    
    
    $
    96,989
    
    
    $
    66,439Foreign
    
    
    174,886
    
    
    
    188,998
    
    
    
    (425
    )Total
    
    $
    213,902
    
    
    $
    285,987
    
    
    $
    66,014
  Year Ended December 31,2007
    
    
    2006
    
    
    2005(in thousands)Taxes at U.S. federal statutory rate of 35%
    
    $
    74,866
    
    
    $
    100,095
    
    
    $
    23,105Foreign tax credit
    
    
    
    
    
    
    
    
    
    
    (1,903
    )Permanent book to tax differences:Exchange and inflationary gains on foreign tax filings
    
    
    137
    
    
    
    (157
    )
    
    
    2,425Disallowed deductions
    
    
    598
    
    
    
    1,186
    
    
    
    956Interest income on affiliate balances
    
    
    2,157
    
    
    
    2,197
    
    
    
    805Other permanent differences
    
    
    
    
    
    
    2,946
    
    
    
    1,161Foreign income taxes at different rates
    
    
    (21,272
    )
    
    
    (21,460
    )
    
    
    6,675Foreign net operating loss carryforward valuation
allowance
    
    
    11
    
    
    
    2,901
    
    
    
    1,036Valuation allowance reversal
    
    
    (336
    )
    
    
    
    
    
    
    (3,004
    )Section 199 tax-exempt income and various items
    
    
    (2,219
    )
    
    
    (1,466
    )
    
    
    Total
    
    $
    53,942
    
    
    $
    86,242
    
    
    $
    31,256
   70




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##### Table of Contents



December 31,2007
    
    
    2006(In thousands)Deferred Tax Liabilities:Excess book over tax basis of
property and equipment
    
    $
    42,929
    
    
    $
    45,967Deferred charges
    
    
    3,607
    
    
    
    3,640Accounts receivable
    
    
    1,783
    
    
    
    2,311Deferred Tax Assets, Current:Net operating loss carryforward
    
    
    (11,341
    )
    
    
    (11,208
    )Valuation allowance
    
    
    10,594
    
    
    
    10,586Accrued liabilities
    
    
    (1,209
    )
    
    
    (177
    )Allowance for doubtful accounts
    
    
    (316
    )
    
    
    (316
    )Stock-based compensation (not currently deductible)
    
    
    (2,303
    )
    
    
    (1,756
    )Deferred Tax Assets, Non-Current:Stock-based compensation (not currently deductible)
    
    
    (4,476
    )
    
    
    (2,711
    )Foreign Tax Credit
    
    
    (7,814
    )
    
    
    Net deferred tax liability
    
    $
    31,454
    
    
    $
    46,336
  Adoption
of FIN 48  Accounting for Uncertainty in
Income Taxes  
 Balance at January 1, 2007
    
    $
    5,504Additions based on positions for current year
    
    
    Additions for tax positions for prior year
    
    
    937Settlements
    
    
    (532
    )Balance at December 31, 2007
    
    $
    5,909
   71




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##### Table of Contents




    
    United States 1999 to 2007
    
    Latin America 2002 to 2007
    
    West Africa 1998 to 2007
 13. Earnings Per Share
  Year Ended December 312007
    
    
    2006
    
    
    2005(in thousands, except per share data)Net Income
    
    $
    159,960
    
    
    $
    199,745
    
    
    $
    34,758Common shares dilutionWeighted-average shares outstanding  basic
    
    
    116,137
    
    
    
    115,632
    
    
    
    113,959Effect of dilutive securitiesStock options
    
    
    1,325
    
    
    
    1,239
    
    
    
    1,113Performance shares and units
    
    
    357
    
    
    
    436
    
    
    
    Weighted-average shares outstanding  diluted
    
    
    117,819
    
    
    
    17,307
    
    
    
    115,072Earnings per common shareBasic
    
    $
    1.38
    
    
    $
    1.73
    
    
    $
    0.31Diluted
    
    $
    1.36
    
    
    $
    1.70
    
    
    $
    0.30
   72




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14. Industry, Segment and Geographic Information
    
    
    transfer of inter-segment revenues from the Gulf of Mexico OCD to the Gulf of Mexico
Subsea;
    
    a geographical shift of India operations from the Middle East to Asia Pacific;
    
    transfer of a portion of subsea services from the Middle East to West Africa; and
    
    corporate interest income and expense no longer being allocated to the reportable
segments.
  73




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##### Table of Contents



Year Ended December 31,2007
    
    
    2006
    
    
    2005(in thousands)Total segment revenuesGulf of Mexico OCD
    
    $
    106,478
    
    
    $
    189,778
    
    
    $
    154,306Gulf of Mexico Subsea
    
    
    150,407
    
    
    
    152,169
    
    
    
    70,142Latin America
    
    
    226,999
    
    
    
    500,324
    
    
    
    256,337West Africa
    
    
    184,651
    
    
    
    191,363
    
    
    
    30,375Middle East
    
    
    186,317
    
    
    
    2,699
    
    
    
    31,326Asia Pacific/India
    
    
    181,187
    
    
    
    235,320
    
    
    
    175,477Subtotal
    
    $
    1,036,039
    
    
    $
    1,271,653
    
    
    $
    717,963Intersegment eliminationsGulf of Mexico OCD
    
    $
    (7,726
    )
    
    $
    (10,792
    )
    
    $
    (2,228
    )Gulf of Mexico Subsea
    
    
    (17,867
    )
    
    
    (24,794
    )
    
    
    (26,567
    )Latin America
    
    
    (322
    )
    
    
    (1,218
    )
    
    
    (553
    )West Africa
    
    
    
    
    
    
    
    
    
    
    Middle East
    
    
    (17,466
    )
    
    
    
    
    
    
    Asia Pacific/India
    
    
    (145
    )
    
    
    
    
    
    
    Subtotal
    
    $
    (43,526
    )
    
    $
    (36,804
    )
    
    $
    (29,348
    )Consolidated revenues
    
    $
    992,513
    
    
    $
    1,234,849
    
    
    $
    688,615Interest expenseGulf of Mexico OCD
    
    $
    
    
    
    $
    
    
    
    $
    Gulf of Mexico Subsea
    
    
    
    
    
    
    
    
    
    
    Latin America
    
    
    2,194
    
    
    
    1,378
    
    
    
    579West Africa
    
    
    811
    
    
    
    1,128
    
    
    
    Middle East
    
    
    4
    
    
    
    85
    
    
    
    78Asia Pacific/India
    
    
    3
    
    
    
    631
    
    
    
    999Corporate
    
    
    10,427
    
    
    
    7,565
    
    
    
    8,536Consolidated interest expense
    
    $
    13,439
    
    
    $
    10,787
    
    
    $
    10,192Depreciation and amortization expenseGulf of Mexico OCD
    
    $
    6,536
    
    
    $
    10,304
    
    
    $
    12,674Gulf of Mexico Subsea
    
    
    6,046
    
    
    
    3,606
    
    
    
    2,454Latin America
    
    
    6,174
    
    
    
    8,820
    
    
    
    7,075West Africa
    
    
    14,285
    
    
    
    8,058
    
    
    
    3,617Middle East
    
    
    5,814
    
    
    
    980
    
    
    
    1,872Asia Pacific/India
    
    
    7,380
    
    
    
    18,763
    
    
    
    19,607Corporate
    
    
    15,604
    
    
    
    15,832
    
    
    
    5,830Consolidated depreciation and amortization
    
    $
    61,839
    
    
    $
    66,363
    
    
    $
    53,129
 74




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##### Table of Contents



Year Ended December 31,2007
    
    
    2006
    
    
    2005(in thousands)Income (loss) before taxesGulf of Mexico OCD
    
    $
    12,631
    
    
    $
    48,494
    
    
    $
    39,560Gulf of Mexico Subsea
    
    
    59,849
    
    
    
    59,415
    
    
    
    26,693Latin America
    
    
    97,604
    
    
    
    131,993
    
    
    
    3,312West Africa
    
    
    (14,952
    )
    
    
    25,605
    
    
    
    (10,084
    )Middle East
    
    
    29,568
    
    
    
    (4,125
    )
    
    
    10,475Asia Pacific/India
    
    
    11,473
    
    
    
    13,405
    
    
    
    2,804Corporate (litigation provision)
    
    
    
    
    
    
    13,699
    
    
    
    Corporate interest income (expense)
    
    
    17,729
    
    
    
    (2,499
    )
    
    
    (6,746
    )Consolidated income before taxes
    
    $
    213,902
    
    
    $
    285,987
    
    
    $
    66,014Segment assets at period endGulf of Mexico OCD
    
    $
    110,175
    
    
    $
    128,018
    
    
    $
    191,052Gulf of Mexico Subsea
    
    
    68,269
    
    
    
    84,499
    
    
    
    32,022Latin America
    
    
    261,183
    
    
    
    249,406
    
    
    
    168,646West Africa
    
    
    315,648
    
    
    
    188,028
    
    
    
    63,211Middle East
    
    
    149,844
    
    
    
    6,517
    
    
    
    11,876Asia Pacific/India
    
    
    122,248
    
    
    
    131,602
    
    
    
    250,131Other
    
    
    562,405
    
    
    
    282,927
    
    
    
    127,724Consolidated segment assets at period end
    
    $
    1,589,772
    
    
    $
    1,070,997
    
    
    $
    844,662Expenditures for long-lived assetsGulf of Mexico OCD
    
    $
    1,761
    
    
    $
    1,875
    
    
    $
    374Gulf of Mexico Subsea
    
    
    514
    
    
    
    13,766
    
    
    
    4,812Latin America
    
    
    5,910
    
    
    
    539
    
    
    
    579West Africa
    
    
    1,873
    
    
    
    1,457
    
    
    
    967Middle East
    
    
    11,960
    
    
    
    1,112
    
    
    
    1,305Asia Pacific/India
    
    
    833
    
    
    
    11,840
    
    
    
    8,218Other
    
    
    38,941
    
    
    
    11,861
    
    
    
    7,137Consolidated expenditures for long-lived assets
    
    $
    61,792
    
    
    $
    42,450
    
    
    $
    23,392
 75




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Year Ended December 31,2007
    
    
    2006
    
    
    2005(in thousands)Revenues from external customersUnited States
    
    $
    231,292
    
    
    $
    303,090
    
    
    $
    135,817Mexico
    
    
    226,677
    
    
    
    500,669
    
    
    
    259,397India
    
    
    145,542
    
    
    
    143,485
    
    
    
    40,511Saudi Arabia
    
    
    132,493
    
    
    
    
    
    
    
    China
    
    
    1,695
    
    
    
    54,420
    
    
    
    77,130Other
    
    
    254,814
    
    
    
    233,185
    
    
    
    175,760$
    992,513
    
    
    $
    1,234,849
    
    
    $
    688,615Long lived assets at period endUnited States
    
    $
    137,442
    
    
    $
    108,241
    
    
    $
    117,600Foreign areas
    
    
    212,107
    
    
    
    208,635
    
    
    
    212,802$
    349,549
    
    
    $
    316,876
    
    
    $
    330,402
  15. Major Customers
  Year Ended December 31,2007
    
    2006
    
    2005(in thousands)Amount
    
    %
    
    Amount
    
    %
    
    Amount
    
    %Customer A
    
    $
    223,803
    
    
    
    23
    %
    
    $
    499,105
    
    
    
    40
    %
    
    $
    245,598
    
    
    
    36
    %Customer B
    
    
    137,931
    
    
    
    14
    %
    
    
    235,284
    
    
    
    19
    %
    
    
    63,125
    
    
    
    9
    %Customer C
    
    
    39,408
    
    
    
    4
    %
    
    
    133,209
    
    
    
    11
    %
    
    
    13,388
    
    
    
    2
    %Customer D
    
    
    1,695
    
    
    
    
    
    
    
    56,211
    
    
    
    5
    %
    
    
    78,363
    
    
    
    11
    %
  76




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##### Table of Contents



16. Supplemental Disclosures of Cash Flow Information
  Year Ended December 31,2007
    
    2006
    
    2005(in thousands)Cash paid for:Interest, net of amount capitalized
    
    $
    5,634
    
    
    $
    12,772
    
    
    $
    9,282Income taxes
    
    
    66,540
    
    
    
    55,437
    
    
    
    8,286
   17. Related Party Transactions
  77




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Interim Financial Information (Unaudited)
  First
    
    Second
    
    Third
    
    Fourth
    
    TotalQuarter
    
    Quarter
    
    Quarter
    
    Quarter
    
    Year(In thousands, except per share amounts)2007Revenues
    
    $
    277,009
    
    
    $
    248,940
    
    
    $
    203,536
    
    
    $
    263,028
    
    
    $
    992,513Gross profit
    
    
    93,474
    
    
    
    74,133
    
    
    
    56,822
    
    
    
    48,316
    (2)
    
    
    272,745Net income
    
    
    54,456
    
    
    
    41,129
    
    
    
    31,475
    
    
    
    32,900
    (2)
    
    
    159,960Net income per shareBasic
    
    $
    0.47
    
    
    $
    0.35
    
    
    $
    0.27
    
    
    $
    0.29
    
    
    $
    1.38Diluted
    
    $
    0.46
    
    
    $
    0.35
    
    
    $
    0.27
    
    
    $
    0.28
    
    
    $
    1.362006Revenues(1)
    
    $
    246,267
    
    
    $
    367,631
    
    
    $
    316,865
    
    
    $
    304,086
    
    
    $
    1,234,849Gross profit(1)
    
    
    48,130
    
    
    
    101,137
    
    
    
    104,838
    
    
    
    93,741
    
    
    
    347,846Net income(1)
    
    
    18,764
    
    
    
    62,383
    
    
    
    63,669
    
    
    
    54,929
    
    
    
    199,745Net income per share(1)Basic(1)
    
    $
    0.16
    
    
    $
    0.54
    
    
    $
    0.55
    
    
    $
    0.47
    
    
    $
    1.73Diluted(1)
    
    $
    0.16
    
    
    $
    0.53
    
    
    $
    0.54
    
    
    $
    0.47
    
    
    $
    1.70
 
 (1) The second quarter of 2006 includes a $13.7 million (or $0.08 per diluted share,
net of tax) reduction of a litigation provision.(2) Includes the effect of a $2.5 million Algerian business and income tax settlement. 78




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##### Table of Contents



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control Over Financial Reporting
  79




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##### Table of Contents



PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE OF THE REGISTRANT
  
 ITEM 11. EXECUTIVE COMPENSATION
  
 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  80




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PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)
    
    
    1
    
    
    -
    
    Financial Statements.Included in Part II of this report.Independent Auditors Report.Consolidated Balance Sheets as of December 31, 2007 and 2006.Consolidated Statements of Operations for the years ended
December 31, 2007, 2006 and 2005.Consolidated Statements of Shareholders Equity for the years
ended December 31, 2007, 2006 and 2005.Consolidated Statements of Cash Flows for the years ended
December 31, 2007, 2006 and 2005.Notes to Consolidated Financial Statements.2
    
    
    -
    
    Financial Statement Schedules.The following financial statement schedule is included:Schedule II  Valuation and Qualifying Accounts.All other financial statement schedules are omitted because
the information is not required or because the information
required is in the financial statements or notes thereto.3
    
    
    -
    
    Exhibits.Pursuant to Item 601(B)(4)(iii), the Registrant agrees to
furnish to the Commission, upon request, a copy of any
instrument with respect to long-term debt not exceeding 10% of
the total assets of the Registrant and its consolidated
subsidiaries.The following exhibits are filed as part of this Annual Report: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 3.1 of the Registrants
Form 8-K filed November 2, 2007.4.1
    
    
    -
    
    Form of Common Stock certificate, incorporated by reference to
Exhibit 4.1 to the Form S-1 filed by Registrant (Reg. No.
33-56600).10.1
    
    
    -
    
    Global Industries, Ltd. 1992 Stock Option Plan, incorporated
by reference to Exhibit 10.1 to the Form S-1 filed by
Registrant (Reg. No. 33-56600).10.2
    
    
    -
    
    Global Industries, Ltd. Profit Sharing and Retirement Plan, as
amended, incorporated by reference to Exhibit 10.2 to the Form
S-1 filed by Registrant (Reg. No. 33-56600).10.3
    
    
    -
    
    Agreement of Lease dated May 1, 1992, between SFIC Gulf Coast
Properties, Inc. and Global Pipelines PLUS, Inc., incorporated
by reference to Exhibit 10.6 to the Form S-1 filed by
Registrant (Reg. No. 33-56600).10.4
    
    
    -
    
    Lease Extension and Amendment Agreement dated January 1, 1996,
between Global Industries, Ltd. and William J. Doré relating
to the Lafayette office and adjacent land, incorporated by
reference to Exhibit 10.7 to the Registrants Annual Report on
Form 10-K for the fiscal year ended March 31, 1996.10.5
    
    
    -
    
    Agreement between Global Divers and Contractors, Inc. and
Colorado School of
 81




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##### Table of Contents



Mines, dated October 15, 1991, incorporated
by reference to Exhibit 10.20 to the Form S-1 filed by
Registrant (Reg. No. 33-56600).10.6
    
    
    -
    
    Sublicense Agreement between Santa Fe International
Corporation and Global Pipelines PLUS, Inc. dated May 24,
1990, relating to the Chickasaws reel pipelaying technology,
incorporated by reference to Exhibit 10.21 to the Form S-1
filed by Registrant (Reg. No. 33-56600).10.7
    
    
    -
    
    Non-Competition Agreement and Registration Rights Agreement
between the Registrant and William J. Doré, incorporated by
reference to Exhibit 10.23 to the Form S-1 filed by Registrant
(Reg. No. 33-56600).10.8
    
    
    -
    
    Global Industries, Ltd. Restricted Stock Plan, incorporated by
reference to Exhibit 10.25 to the Form S-1 filed by Registrant
(Reg. No. 33-56600).10.9
    
    
    -
    
    Second Amendment to the Global Industries, Ltd. Profit Sharing
Plan, incorporated by reference to Exhibit 10.19 to the
Registrants Registration Statement on Form S-1 (Reg. No.
33-81322).10.10
    
    
    -
    
    Trust Indenture relating to United States Government
Guaranteed Ship Financing Obligations between Global
Industries, Ltd., shipowner, and Hibernia National Bank,
Indenture Trustee, dated as of September 27, 1994,
incorporated by reference to Exhibit 10.22 to the Registrants
Annual Report on Form 10-K for the fiscal year ended March 31,
1995.10.11
    
    
    -
    
    Amendment to Global Industries, Ltd. 1992 Stock Option Plan,
incorporated by reference to Exhibit 10.23 to the Registrants
Annual Report on Form 10-K for the fiscal year ended March 31,
1996.10.12
    
    
    -
    
    Trust Indenture relating to United States Government
Guaranteed Ship Financing Obligations between Global
Industries, Ltd., shipowner, and First National Bank of
Commerce, Indenture Trustee, dated as of August 15, 1996,
incorporated by reference to Exhibit 10.21 to the Registrants
Annual Report on Form 10-K for the fiscal year ended March 31,
1997 (SEC File No. 000-21086).10.13
    
    
    -
    
    Form of Indemnification Agreement between the Registrant and
each of the Registrants directors, incorporated by reference
to Exhibit 10.22 to the Registrants Annual Report on Form
10-K for the fiscal year ended March 31, 1997 (SEC File No.
000-21086).10.14
    
    
    -
    
    Amendment Assignment and Assumption of Authorization Agreement
relating to United States Government Ship Financing
obligations between Global Industries, Ltd., shipowner, and
First National Bank of Commerce, Indenture Trustee, dated as
of October 23, 1996, incorporated by reference to Exhibit
10.27 to the Registrants Annual Report on Form 10-K for the
fiscal year ended March 31, 1997 (SEC File No. 000-21086).10.15
    
    -
    
    Global Industries, Ltd. 1998 Equity Incentive Plan
incorporated by reference to exhibit 10.28 to the Registrants
Annual Report on Form 10-K for the fiscal year ended March 31,
1998 (SEC File No. 000-21086).10.16
    
    
    -
    
    Facilities Agreement (related to Carlyss Facility) by and
between the Registrant and Lake Charles Harbor and Terminal
District dated as of November 1, 1997, incorporated by
reference to Exhibit 10.2 to Registrants Quarterly Report on
Form 10-Q for the quarter ended December 31, 1997 (SEC File
No. 000-21086).10.17
    
    
    -
    
    Ground Lease and Lease-Back Agreement (related to Carlyss
Facility) by and between the Registrant and Lake Charles
Harbor and Terminal District dated as of November 1, 1997,
incorporated by reference to Exhibit 10.3 to Registrants
Quarterly Report on Form 10-Q for the quarter ended December
31, 1997 (SEC File No. 000-21086).10.18
    
    
    -
    
    Pledge and Security Agreement (related to Carlyss Facility) by
and between Registrant and Bank One, Louisiana, National
Association, dated as of November 1, 1997, incorporated by
reference to Exhibit 10.5 to Registrants Quarterly Report on
Form 10-Q for the quarter ended December 31, 1997 (SEC File
No. 000-21086).10.19
    
    -
    
    Global Industries, Ltd. Non-Employee Directors Compensation
Plan, incorporated by reference to Exhibit 4.1 to Registrants
Registration Statement on Form S-8 (Reg. No. 333-69949).
 82




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##### Table of Contents



10.20
    
    
    -
    
    Trust Indenture relating to United States Government
Guaranteed Ship Financing Obligations between Global
Industries, Ltd., shipowner, and Wells Fargo Bank, Indenture
Trustee, dated as of February 22, 2000, incorporated by
reference to Exhibit 10.33 to Registrants Annual Report on
Form 10-K for the year ended December 31, 1999.10.21
    
    -
    
    2000 Amendment to Global Industries, Ltd. 1998 Equity
Incentive Plan, incorporated by reference to Exhibit 10.1 to
Registrants Quarterly Report for the quarter ended March 31,
2001(SEC File No. 000-21086).10.22
    
    -
    
    Severance Agreement dated February 22, 1995 between Global
Industries, Ltd. and James J. Doré, incorporated by reference
to Exhibit 10.2 to Registrants Quarterly Report for the
quarter ended March 31, 2001(SEC File No. 000-21086).10.23
    
    
    -
    
    Act of Cash Sale dated September 22, 2004 by and between
Global Movible Offshore, LLC and Doré Partners, Ltd.
(incorporated by reference to Exhibit 10.1 to Form 8-K filed
September 30, 2004).10.24
    
    -
    
    Form of Executive Long-Term Restricted Stock Agreement
(Performance Vesting/POC-TSR Based). (incorporated by
reference to Exhibit 10.1 to Form 8-K filed September 30,
2004).10.25
    
    -
    
    Global Industries, Ltd. 2005 Management Incentive Plan.
(incorporated by reference to Exhibit 10.40 to registrants
Annual Report on Form 10-K for the year ended December 31,
2004).10.26
    
    -
    
    Global Industries, Ltd. 2005 Stock Incentive Plan.
(incorporated by reference to Exhibit 10.42 to registrants
Annual Report on Form 10-K for the year ended December 31,
2004).10.27
    
    -
    
    Global Industries, Ltd. 2005 Restricted Stock Agreement Form.
(incorporated by reference to Exhibit 10.1 of registrants
Form 8-K filed November 7, 2005).10.28
    
    -
    
    Letter Agreement between the Company and Peter S. Atkinson
dated November 16, 2005. (incorporated by reference to Exhibit
10.1 of registrants Form 8-K filed November 22, 2005).10.29
    
    -
    
    Amendment No. 1 to Agreement between the Company and Timothy
W. Miciotto dated June 9, 2005. (incorporated by reference to
Exhibit 10.2 of registrants Form 8-K filed November 22,
2005).10.30
    
    -
    
    Resignation and Release Agreement dated December 5, 2005.
(incorporated by reference to Exhibit 10.1 of registrants
Form 8-K filed December 8, 2005).10.31
    
    -
    
    Form of Executive Long-term Incentive Performance Unit
Agreement. (incorporated by reference to Exhibit 10.1 of
registrants Form 8-K filed February 22, 2006).10.32
    
    -
    
    Form of Non-Employee Director Restricted Stock Agreement dated
May 16, 2006. (incorporated by reference to Exhibit 10.1 of
registrants Form 8-K filed May 22, 2006).10.33
    
    
    -
    
    Trading Plan dated June 5, 2006 between Mr. William J. Doré
and Raymond James Financial authorizing the sale of up to a
maximum six million of his common shares of Global Industries,
Ltd. (incorporated by reference to Exhibit 99.1 of
registrants Form 8-K filed June 6, 2006).10.34
    
    
    -
    
    Third Amended and Restated Credit Agreement dated June 30,
2006 among Global Industries, Ltd. Global Offshore Mexico, S.
de R.L. de C.V., Global Industries International, L.P., the
Lenders and Calyon New York Branch, as administrative agent
for the Lenders. (incorporated by reference to Exhibit 10.1 of
registrants Form 8-K filed July 7, 2006).10.35
    
    
    -
    
    A Settlement Agreement where GLOBAL, VINCI, and ACERGY agree
to release, waive, and extinguish any rights, claims or causes
of action they have or may have against each other, and agree
to dismiss the pending legal
 83




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##### Table of Contents



proceedings referenced in the
Settlement Agreement. (incorporated by reference to Exhibit
10.1 of registrants Quarterly Report on Form 10-Q for the
quarter ended June 30, 2006).10.36
    
    -
    
    Employment Agreement between Global Industries, Ltd. and B. K.
Chin effective as of September 18, 2006. (incorporated by
reference to Exhibit 10.1 of registrants Form 8-K filed
September 22, 2006).10.37
    
    -
    
    Retirement Agreement between Global Industries, Ltd. and Mr.
William J. Doré effective as of September 18, 2006.
(incorporated by reference to Exhibit 10.2 of registrants
Form 8-K filed September 22, 2006).10.38
    
    
    -
    
    Indenture of Global Industries, Ltd. and Wells Fargo Bank,
National Association, as Trustee, dated July 27, 2007.
(incorporated by reference to Exhibit 4.1 of registrants Form
10-Q filed August 6, 2007).10.39
    
    
    -
    
    Registration Rights Agreement, by and between Global
Industries, Ltd., as Issuer, and Lehman Brothers Inc., as
Representative of the Several Initial Purchasers, dated as of
July 27, 2007. (incorporated by reference to Exhibit 4.2 of
registrants Form 10-Q filed August 6, 2007).10.40
    
    
    -
    
    Purchase Agreement, between Global Industries, Ltd. and Lehman
Brothers Inc., Calyon Securities (USA) Inc., Fortis Securities
LLC and Natexis Bleichroeder Inc., dated July 23, 2007.
(incorporated by reference to Exhibit 10.1 of registrants
Form 10-Q filed August 6, 2007).10.41
    
    
    -
    
    Amendment No. 2 to Third Amended and Restated Credit
Agreement, dated July 27, 2007, by and among Global
Industries, Ltd., Global Offshore Mexico, S. de R.L. de C.V.,
and Global Industries International L.L.C. in its capacity as
general partner of Global Industries International, L.P., the
Lenders party to the Credit Agreement, and Calyon New York
Branch, as administrative agent for the Lenders. (incorporated
by reference to Exhibit 10.2 of registrants Form 10-Q filed
August 6, 2007).10.42
    
    
    -
    
    Amendment No. 3 to Third Amended and Restated Credit Agreement
dated October 18, 2007 among Global Industries, Ltd., Global
Offshore Mexico, S. DE R.L. DE C.V., Global International,
L.L.C., in its capacity as general partner of Global
Industries International, L.P., the Lenders and Calyon New
York Branch as administrative agent for the Lenders.
(incorporated by reference to Exhibit 10.1 of registrants
Form 8-K filed October 24, 2007).10.43
    
    
    -
    
    Bylaws of Global Industries, Ltd., as amended on October 31,
2007. (incorporated by reference to Exhibit 3.1 of
registrants Form 8-K filed November 2, 2007).*21.1
    
    
    -
    
    Subsidiaries of the Registrant.*23.1
    
    
    -
    
    Consent of Deloitte & Touche LLP.*31.1
    
    
    -
    
    Section 302 Certification of B.K. Chin.*31.2
    
    
    -
    
    Section 302 Certification of Peter S. Atkinson.*32.1
    
    
    -
    
    Section 906 Certification of B.K. Chin.*32.2
    
    
    -
    
    Section 906 Certification of Peter S. Atkinson.
 
 *
    
    Included with this filing.
    
    Indicates management contract or compensatory plan or arrangement filed
pursuant to Item 601 (b)(10)(iii) of Regulation S-K 84




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##### Table of Contents



Global Industries, Ltd.
Schedule II Valuation and Qualifying Accounts
For the Years Ended December 31, 2007, 2006, and 2005  (in thousands)
 AdditionsBalance at
    
    Charged to
    
    Charged
    
    
    
    
    
    Balance atBeginning of
    
    Costs and
    
    to Other
    
    
    
    
    
    End ofDescription
    
    Period
    
    Expenses
    
    Accounts
    
    Deductions
    
    PeriodYear ended December 31, 2007
Allowances for doubtful accounts
    
    $
    17,203
    
    
    $
    11,819
    
    
    $
    
    
    
    $
    27,744
    
    
    $
    1,278Year ended December 31, 2006
Allowances for doubtful accounts
    
    $
    7,757
    
    
    $
    38,323
    
    
    $
    
    
    
    $
    28,877
    
    
    $
    17,203Year ended December 31, 2005
Allowances for doubtful accounts
    
    $
    9,456
    
    
    $
    6,327
    
    
    $
    
    
    
    $
    8,026
    
    
    $
    7,757
 85




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##### Table of Contents



SIGNATURES
  GLOBAL INDUSTRIES, LTD.By:
    /s/ PETER S. ATKINSONPeter S. AtkinsonPresident and Chief Financial Officer
(Principal Financial and Accounting Officer)   /s/ B. K. CHIN

B. K. Chin
    
    Chairman of the Board and
Chief Executive Officer
    
    February 22, 2008/s/ PETER S. ATKINSON

Peter S. Atkinson
    
    President, and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
    
    February 22, 2008/s/ JOHN A. CLERICOJohn A. Clerico
    
    Director
    
    February 22, 2008/s/ LAWRENCE R. DICKERSONLawrence R. Dickerson
    
    Director
    
    February 22, 2008Edward P. Djerejian
    
    Director/s/ LARRY E. FARMERLarry E. Farmer
    
    Director
    
    February 22, 2008/s/ EDGAR G. HOTARDEdgar G. Hotard
    
    Director
    
    February 22, 2008/s/ RICHARD A. PATTAROZZIRichard A. Pattarozzi
    
    Director
    
    February 22, 2008/s/ JAMES L. PAYNEJames L. Payne
    
    Director
    
    February 22, 2008/s/ MICHAEL J. POLLOCKMichael J. Pollock
    
    Director
    
    February 22, 2008/s/ CINDY B. TAYLORCindy B. Taylor
    
    Director
    
    February 22, 2008
 86




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##### Table of Contents



Exhibit Index
 (a)
    
    
    1
    
    
    -
    
    Financial Statements.Included in Part II of this report.Independent Auditors Report.Consolidated Balance Sheets as of December 31, 2007 and 2006.Consolidated Statements of Operations for the years ended
December 31, 2007, 2006 and 2005.Consolidated Statements of Shareholders Equity for the years
ended December 31, 2007, 2006 and 2005.Consolidated Statements of Cash Flows for the years ended
December 31, 2007, 2006 and 2005.Notes to Consolidated Financial Statements.2
    
    
    -
    
    Financial Statement Schedules.The following financial statement schedule is included:Schedule II  Valuation and Qualifying Accounts.All other financial statement schedules are omitted because
the information is not required or because the information
required is in the financial statements or notes thereto.3
    
    
    -
    
    Exhibits.Pursuant to Item 601(B)(4)(iii), the Registrant agrees to
furnish to the Commission, upon request, a copy of any
instrument with respect to long-term debt not exceeding 10% of
the total assets of the Registrant and its consolidated
subsidiaries.The following exhibits are filed as part of this Annual Report: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 3.1 of the Registrants
Form 8-K filed November 2, 2007.4.1
    
    
    -
    
    Form of Common Stock certificate, incorporated by reference to
Exhibit 4.1 to the Form S-1 filed by Registrant (Reg. No.
33-56600).10.1
    
    
    -
    
    Global Industries, Ltd. 1992 Stock Option Plan, incorporated
by reference to Exhibit 10.1 to the Form S-1 filed by
Registrant (Reg. No. 33-56600).10.2
    
    
    -
    
    Global Industries, Ltd. Profit Sharing and Retirement Plan, as
amended, incorporated by reference to Exhibit 10.2 to the Form
S-1 filed by Registrant (Reg. No. 33-56600).10.3
    
    
    -
    
    Agreement of Lease dated May 1, 1992, between SFIC Gulf Coast
Properties, Inc. and Global Pipelines PLUS, Inc., incorporated
by reference to Exhibit 10.6 to the Form S-1 filed by
Registrant (Reg. No. 33-56600).10.4
    
    
    -
    
    Lease Extension and Amendment Agreement dated January 1, 1996,
between Global Industries, Ltd. and William J. Doré relating
to the Lafayette office and adjacent land, incorporated by
reference to Exhibit 10.7 to the Registrants Annual Report on
Form 10-K for the fiscal year ended March 31, 1996.10.5
    
    
    -
    
    Agreement between Global Divers and Contractors, Inc. and
Colorado School of




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##### Table of Contents



Mines, dated October 15, 1991, incorporated
by reference to Exhibit 10.20 to the Form S-1 filed by
Registrant (Reg. No. 33-56600).10.6
    
    
    -
    
    Sublicense Agreement between Santa Fe International
Corporation and Global Pipelines PLUS, Inc. dated May 24,
1990, relating to the Chickasaws reel pipelaying technology,
incorporated by reference to Exhibit 10.21 to the Form S-1
filed by Registrant (Reg. No. 33-56600).10.7
    
    
    -
    
    Non-Competition Agreement and Registration Rights Agreement
between the Registrant and William J. Doré, incorporated by
reference to Exhibit 10.23 to the Form S-1 filed by Registrant
(Reg. No. 33-56600).10.8
    
    
    -
    
    Global Industries, Ltd. Restricted Stock Plan, incorporated by
reference to Exhibit 10.25 to the Form S-1 filed by Registrant
(Reg. No. 33-56600).10.9
    
    
    -
    
    Second Amendment to the Global Industries, Ltd. Profit Sharing
Plan, incorporated by reference to Exhibit 10.19 to the
Registrants Registration Statement on Form S-1 (Reg. No.
33-81322).10.10
    
    
    -
    
    Trust Indenture relating to United States Government
Guaranteed Ship Financing Obligations between Global
Industries, Ltd., shipowner, and Hibernia National Bank,
Indenture Trustee, dated as of September 27, 1994,
incorporated by reference to Exhibit 10.22 to the Registrants
Annual Report on Form 10-K for the fiscal year ended March 31,
1995.10.11
    
    
    -
    
    Amendment to Global Industries, Ltd. 1992 Stock Option Plan,
incorporated by reference to Exhibit 10.23 to the Registrants
Annual Report on Form 10-K for the fiscal year ended March 31,
1996.10.12
    
    
    -
    
    Trust Indenture relating to United States Government
Guaranteed Ship Financing Obligations between Global
Industries, Ltd., shipowner, and First National Bank of
Commerce, Indenture Trustee, dated as of August 15, 1996,
incorporated by reference to Exhibit 10.21 to the Registrants
Annual Report on Form 10-K for the fiscal year ended March 31,
1997 (SEC File No. 000-21086).10.13
    
    
    -
    
    Form of Indemnification Agreement between the Registrant and
each of the Registrants directors, incorporated by reference
to Exhibit 10.22 to the Registrants Annual Report on Form
10-K for the fiscal year ended March 31, 1997 (SEC File No.
000-21086).10.14
    
    
    -
    
    Amendment Assignment and Assumption of Authorization Agreement
relating to United States Government Ship Financing
obligations between Global Industries, Ltd., shipowner, and
First National Bank of Commerce, Indenture Trustee, dated as
of October 23, 1996, incorporated by reference to Exhibit
10.27 to the Registrants Annual Report on Form 10-K for the
fiscal year ended March 31, 1997 (SEC File No. 000-21086).10.15
    
    -
    
    Global Industries, Ltd. 1998 Equity Incentive Plan
incorporated by reference to exhibit 10.28 to the Registrants
Annual Report on Form 10-K for the fiscal year ended March 31,
1998 (SEC File No. 000-21086).10.16
    
    
    -
    
    Facilities Agreement (related to Carlyss Facility) by and
between the Registrant and Lake Charles Harbor and Terminal
District dated as of November 1, 1997, incorporated by
reference to Exhibit 10.2 to Registrants Quarterly Report on
Form 10-Q for the quarter ended December 31, 1997 (SEC File
No. 000-21086).10.17
    
    
    -
    
    Ground Lease and Lease-Back Agreement (related to Carlyss
Facility) by and between the Registrant and Lake Charles
Harbor and Terminal District dated as of November 1, 1997,
incorporated by reference to Exhibit 10.3 to Registrants
Quarterly Report on Form 10-Q for the quarter ended December
31, 1997 (SEC File No. 000-21086).10.18
    
    
    -
    
    Pledge and Security Agreement (related to Carlyss Facility) by
and between Registrant and Bank One, Louisiana, National
Association, dated as of November 1, 1997, incorporated by
reference to Exhibit 10.5 to Registrants Quarterly Report on
Form 10-Q for the quarter ended December 31, 1997 (SEC File
No. 000-21086).10.19
    
    -
    
    Global Industries, Ltd. Non-Employee Directors Compensation
Plan, incorporated by reference to Exhibit 4.1 to Registrants
Registration Statement on Form S-8




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##### Table of Contents



(Reg. No. 333-69949).10.20
    
    
    -
    
    Trust Indenture relating to United States Government
Guaranteed Ship Financing Obligations between Global
Industries, Ltd., shipowner, and Wells Fargo Bank, Indenture
Trustee, dated as of February 22, 2000, incorporated by
reference to Exhibit 10.33 to Registrants Annual Report on
Form 10-K for the year ended December 31, 1999.10.21
    
    -
    
    2000 Amendment to Global Industries, Ltd. 1998 Equity
Incentive Plan, incorporated by reference to Exhibit 10.1 to
Registrants Quarterly Report for the quarter ended March 31,
2001(SEC File No. 000-21086).10.22
    
    -
    
    Severance Agreement dated February 22, 1995 between Global
Industries, Ltd. and James J. Doré, incorporated by reference
to Exhibit 10.2 to Registrants Quarterly Report for the
quarter ended March 31, 2001(SEC File No. 000-21086).10.23
    
    
    -
    
    Act of Cash Sale dated September 22, 2004 by and between
Global Movible Offshore, LLC and Doré Partners, Ltd.
(incorporated by reference to Exhibit 10.1 to Form 8-K filed
September 30, 2004).10.24
    
    -
    
    Form of Executive Long-Term Restricted Stock Agreement
(Performance Vesting/POC-TSR Based). (incorporated by
reference to Exhibit 10.1 to Form 8-K filed September 30,
2004).10.25
    
    -
    
    Global Industries, Ltd. 2005 Management Incentive Plan.
(incorporated by reference to Exhibit 10.40 to registrants
Annual Report on Form 10-K for the year ended December 31,
2004).10.26
    
    -
    
    Global Industries, Ltd. 2005 Stock Incentive Plan.
(incorporated by reference to Exhibit 10.42 to registrants
Annual Report on Form 10-K for the year ended December 31,
2004).10.27
    
    -
    
    Global Industries, Ltd. 2005 Restricted Stock Agreement Form.
(incorporated by reference to Exhibit 10.1 of registrants
Form 8-K filed November 7, 2005).10.28
    
    -
    
    Letter Agreement between the Company and Peter S. Atkinson
dated November 16, 2005. (incorporated by reference to Exhibit
10.1 of registrants Form 8-K filed November 22, 2005).10.29
    
    -
    
    Amendment No. 1 to Agreement between the Company and Timothy
W. Miciotto dated June 9, 2005. (incorporated by reference to
Exhibit 10.2 of registrants Form 8-K filed November 22,
2005).10.30
    
    -
    
    Resignation and Release Agreement dated December 5, 2005.
(incorporated by reference to Exhibit 10.1 of registrants
Form 8-K filed December 8, 2005).10.31
    
    -
    
    Form of Executive Long-term Incentive Performance Unit
Agreement. (incorporated by reference to Exhibit 10.1 of
registrants Form 8-K filed February 22, 2006).10.32
    
    -
    
    Form of Non-Employee Director Restricted Stock Agreement dated
May 16, 2006. (incorporated by reference to Exhibit 10.1 of
registrants Form 8-K filed May 22, 2006).10.33
    
    
    -
    
    Trading Plan dated June 5, 2006 between Mr. William J. Doré
and Raymond James Financial authorizing the sale of up to a
maximum six million of his common shares of Global Industries,
Ltd. (incorporated by reference to Exhibit 99.1 of
registrants Form 8-K filed June 6, 2006).10.34
    
    
    -
    
    Third Amended and Restated Credit Agreement dated June 30,
2006 among Global Industries, Ltd. Global Offshore Mexico, S.
de R.L. de C.V., Global Industries International, L.P., the
Lenders and Calyon New York Branch, as administrative agent
for the Lenders. (incorporated by reference to Exhibit 10.1 of
registrants Form 8-K filed July 7, 2006).10.35
    
    
    -
    
    A Settlement Agreement where GLOBAL, VINCI, and ACERGY agree
to release, waive, and extinguish any rights, claims or causes
of action they have or may have against each other, and agree
to dismiss the pending legal




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##### Table of Contents



proceedings referenced in the
Settlement Agreement. (incorporated by reference to Exhibit
10.1 of registrants Quarterly Report on Form 10-Q for the
quarter ended June 30, 2006).10.36
    
    -
    
    Employment Agreement between Global Industries, Ltd. and B. K.
Chin effective as of September 18, 2006. (incorporated by
reference to Exhibit 10.1 of registrants Form 8-K filed
September 22, 2006).10.37
    
    -
    
    Retirement Agreement between Global Industries, Ltd. and Mr.
William J. Doré effective as of September 18, 2006.
(incorporated by reference to Exhibit 10.2 of registrants
Form 8-K filed September 22, 2006).10.38
    
    
    -
    
    Indenture of Global Industries, Ltd. and Wells Fargo Bank,
National Association, as Trustee, dated July 27, 2007.
(incorporated by reference to Exhibit 4.1 of registrants Form
10-Q filed August 6, 2007).10.39
    
    
    -
    
    Registration Rights Agreement, by and between Global
Industries, Ltd., as Issuer, and Lehman Brothers Inc., as
Representative of the Several Initial Purchasers, dated as of
July 27, 2007. (incorporated by reference to Exhibit 4.2 of
registrants Form 10-Q filed August 6, 2007).10.40
    
    
    -
    
    Purchase Agreement, between Global Industries, Ltd. and Lehman
Brothers Inc., Calyon Securities (USA) Inc., Fortis Securities
LLC and Natexis Bleichroeder Inc., dated July 23, 2007.
(incorporated by reference to Exhibit 10.1 of registrants
Form 10-Q filed August 6, 2007).10.41
    
    
    -
    
    Amendment No. 2 to Third Amended and Restated Credit
Agreement, dated July 27, 2007, by and among Global
Industries, Ltd., Global Offshore Mexico, S. de R.L. de C.V.,
and Global Industries International L.L.C. in its capacity as
general partner of Global Industries International, L.P., the
Lenders party to the Credit Agreement, and Calyon New York
Branch, as administrative agent for the Lenders. (incorporated
by reference to Exhibit 10.2 of registrants Form 10-Q filed
August 6, 2007).10.42
    
    
    -
    
    Amendment No. 3 to Third Amended and Restated Credit Agreement
dated October 18, 2007 among Global Industries, Ltd., Global
Offshore Mexico, S. DE R.L. DE C.V., Global International,
L.L.C., in its capacity as general partner of Global
Industries International, L.P., the Lenders and Calyon New
York Branch as administrative agent for the Lenders.
(incorporated by reference to Exhibit 10.1 of registrants
Form 8-K filed October 24, 2007).10.43
    
    
    -
    
    Bylaws of Global Industries, Ltd., as amended on October 31,
2007. (incorporated by reference to Exhibit 3.1 of
registrants Form 8-K filed November 2, 2007).*21.1
    
    
    -
    
    Subsidiaries of the Registrant.*23.1
    
    
    -
    
    Consent of Deloitte & Touche LLP.*31.1
    
    
    -
    
    Section 302 Certification of B.K. Chin.*31.2
    
    
    -
    
    Section 302 Certification of Peter S. Atkinson.*32.1
    
    
    -
    
    Section 906 Certification of B.K. Chin.*32.2
    
    
    -
    
    Section 906 Certification of Peter S. Atkinson.
 
 *
    
    Included with this filing.
    
    Indicates management contract or compensatory plan or arrangement filed
pursuant to Item 601 (b)(10)(iii) of Regulation S-K