(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

11911 FM 529

Houston, TX

Our belief that deepwater projects take years to develop, involve largely oil reservoirs with high production flow rates, are primarily undertaken by well capitalized customers and that their investment decisions are predicated on long-term commodity price assumptions;

Our belief Western Integrated Oil Companies (“IOCs”) will invest in the deepwater markets because:

the IOCs have little choice as they have limited access to world class onshore reserves;

the IOCs’ exploration success in deepwater bodes well for the future; and

drilling intensity is rising;

Our near-term deepwater market outlook of lower activity in the U.S. Gulf of Mexico and higher demand for ROV tooling and possibly BOP Control Systems;

Our expectation that our 2011 earnings per share will be $3.45 to $3.75;

Our segment operating income guidance for 2011 compared to 2010, with projections that ROV and Inspection will be up, Subsea Products and Advanced Technologies will be flat and Subsea Projects will be down;

Our projection of strong cash flow of over $435 million of EBITDA in 2011;

Our belief that we will have ample resources to invest in growth;

Our plans for our cash:

organic growth including 2011 capital expenditures in the range of $150 million to $175 million;

acquisitions; and

share repurchases;

Our current plans of acquisition targets:

being within our market niches, with expansion of Subsea Products;

having an international focus; and

being reasonably priced and accretive to earnings per share;

Anticipated worldwide deepwater discoveries to be evaluated and developed;

Our expectation that 24 new floating rigs will be to be placed in service during 2011;

Our expectation of adding 15 to 20 new ROV systems in 2011;

Our expectation that 2011 ROV operating income will exceed that of 2010;

Expected increase of 45% in subsea completions in the decade commencing 2010;

Subsea tree orders forecast to be up approximately 40% in the period 2011 – 2014 compared to the period 2007 – 2010;

Our belief there will be additional Subsea Product opportunities arising from regulatory changes after the Macondo incident, specifically for:

ROV tooling:

Hot stabs with higher flow rates

Hot stab receptacles and valves

ROV accumulator reservoir bottle skids

Backup accumulator bottle skids

BOP Control Systems:

Acoustically actuated

Dean Man control;

Our expectation that our 2011 Subsea Products operating income will be approximately the same as 2010;

Projected cumulative subsea completions in the Gulf of Mexico through 2014;

Our expectation that the Ocean Project, a new, purpose-built U.S.-flagged diving service vessel that we have under construction, should be available in the first quarter of 2011;

Our expectations that the acquired vessel DMT Sapphire, which we have renamed Ocean Patriot, will be used for saturation diving service and will be available in the second quarter of 2011;

Our expectation that Subsea Projects will have lower operating income in 2011 compared to 2010;

Our projected EBITDA for 2011 in the EBITDA reconciliation to Net Income in the Supplemental Financial Information; and

Subsea production control umbilicals orders forecast to be up approximately 70% in the period 2011 – 2014 compared to the period 2007 – 2010 in the Supplemental Market Information.

worldwide demand for oil and gas;

general economic and business conditions and industry trends;

delays in deliveries of deepwater drilling rigs;

the ability of the Organization of Petroleum Exporting Countries, or OPEC, to set and maintain production levels;

the level of production by non-OPEC countries;

the ability of oil and gas companies to generate funds for capital expenditures;

domestic and foreign tax policy;

laws and governmental regulations that restrict exploration and development of oil and gas in various offshore jurisdictions;

rapid technological changes;

the political environment of oil-producing regions;

the price and availability of alternative fuels; and

overall economic conditions.