At this time, I would like to welcome everyone to the fiscal 2012 second quarter earnings conference call. (Operator Instructions) Mr. Bennett, you may begin your conference.

Good morning, everyone, and welcome to Tidewater's fiscal 2012 second quarter earnings results conference call for the period ended September 30, 2011. I'm Joe Bennett, Tidewater's Executive Vice President and Chief Investor Relations Officer. With me this morning on the call are our Chairman, President and CEO, Dean Taylor; Jeff Platt, Chief Operating Officer; Quinn Fanning, Executive Vice President and CFO; and Bruce Lundstrom, our Executive Vice President, General Counsel and Secretary. We'll follow our usual conference call format. After the formalities, I'll turn the call over to Dean for his initial comments, to be followed by Quinn's review of the financial details for the quarter. Dean will then provide some wrap-up comments before we open the call for questions. During today's conference call, Dean, Quinn, I and other Tidewater management may make certain comments that are forward-looking statements and not statements of historical fact. I know that you understand that there are risks, uncertainties and other factors that may cause the company's actual future performance to be materially different from that stated or implied by any comment that we may make during today's conference call. Additional information concerning the factors that could cause actual results to differ materially from those stated or implied by the forward-looking statements may be found in the Risk Factors section of Tidewater's most recent Form 10-K. With that, I'll turn the call over to Dean.

Thank you, Joe. Good morning, everyone. Earlier today, we reported fully diluted loss per share for our second fiscal quarter of $0.09, inclusive of non-cash goodwill impairment charge of $30.9 million, $22.1 million after tax or $0.43 per share. This goodwill impairment charge resulted from the company's decision to change its reportable segments during the September 2011 quarter. Quinn will provide more details regarding the change in segment reporting and the resulting goodwill impairment charge in just a minute. We've re-ramped our reporting disclosure to provide you greater detail about our operations by four geographical regions, rather than our historical presentation of only two regions. This additional information should provide you great visibility and to the performance of our global operations. Exclusive of the goodwill impairment charge, current quarter fully diluted earnings per share was $0.34 per share compared to $0.38 in the year ago quarter and $0.48 reported for our June 2011 quarter. Last year's quarter did include a $0.09 charge for settlement of an FCPA investigation. In our past two quarterly earnings calls, we have commented that we were increasingly confident that we were close to the bottom of the industry. In fact, on our last call we stated that based on that quarter's results we believe we had hit bottom for this cycle. I also cautioned though that the recovery may not be V-shaped, rather we believed that second half of our fiscal year would be better than the first half, recognizing that we could still experience some unforeseen challenges in the near term. Our second quarter reflects some of those challenges. We also felt last quarter that the headwinds we have been sailing into were slowly shifting to tailwinds. We still believe that to be the case today. We believe we're balancing along our bottom and…

As Dean indicated, you will see from our earnings press release that beginning in the September quarter our international and United States reporting segments, w changed to form four new operating segments. Americas, which will include the historic U.S. segment, which has been a relatively small part of our business in recent years, particularly post-Macondo together with Brazil, Mexico and Trinidad operations. Asia-Pacific, which includes our Southeast Asia and Australian businesses. Middle East/North Africa or MENA, which includes operations in the Mediterranean Sea and the Arabian Gulf. And finally Sub-Saharan Africa and Europe, which includes our large West African operation, our growing business of the East African coasts and our typically small North Sea operation. Additional information will be included in our quarterly filing on form 10-Q that we expect to file to the EDGAR filing service, some time before the close of business on Friday. Turning to financial results as of and for the three-month period ended September 30, 2011. As usual, I will provide a recap of the quarter just completed, offer few perspectives on what's driving financial results and then provide our near to intermediate term outlook. I'll conclude my remarks with a review of capital commitments and available liquidity. As Dean noted in his introductory remarks, excluding an estimated non-cash goodwill impairment charge of $22.1 million after tax or $0.43 per share, we reported diluted earnings per common share of $0.34 in the September quarter versus diluted earnings per common share of $0.48 in the June quarter. For your period-to-period comparisons, I'll highlight just a few items, a number of which were also addressed in our September 22 press release. First, in regards to the quarterly revenue trend, recall that the June quarter included approximately $2 million of revenue related to retroactive rate increases that had…

Thank you, Quinn. Recovery from the cyclical bottom is usually not a smooth one. Trends however are positive. Oil prices remain conducive to investment. And our sense is that our customers are both more optimistic about their long-term futures, and more willing to initiate additional offshore projects. Working rig count is improved during the last quarter by approximately 50 rigs worldwide, including both floaters and jack-ups. We see positive trends across several geographies. Like many of you, we've also noted the recent orders of new drilling rigs to meet customer needs. And we view this as a further positive sign as the long-term industry fundamentals. Setting aside the vessel contracts as previously discussed have experienced startup delays. It would appear that general industry momentum is beginning to build and should equate to further improvements in our fleet utilization rate and eventually in our day rates too. Bidding activity is up. In this context, we have not seen any reason to change our view that our revenue should began to grow as we move into the later part of this fiscal year and next year. One reason as Quinn highlighted is a large number of new Tidewater vessels due to enter service in the December quarter. And the positive impact these vessel deliveries should have on revenue in the March quarter and beyond. Pace of revenue growth is accelerates. Offshore exploration and development activity improves. We're able to operatively adjust day rates. Revenue growth is about half the equation. We also need to control our operating cost to ensure that our revenue gains were translated to the bottomline. In conclusion, we believe our cash flow is on the upswing. Additionally, we have enhanced our financial flexibility by opportunistically raising capital on attractive terms. Low leverage and ample liquidity should provide us with the necessary financial flexibility to continue on attractive investment opportunities. That consistent with the 50 plus vessels required are committed to build over the past 27 months and it will not only grow earnings for our shareholders, but also enhance the debt of service we can provide our customers. With that said, we will continue to evaluate the investment in new equipment relative to other alternatives, including returning capital to our shareholders. We're now ready for your questions.

(Operator Instructions) And your first question comes from line of Dave Wilson with Howard Weil.

Wanted to ask a question regarding the Saudi resolution, the four vessels that are being redeployed? Are those vessels flag such they could be redeployed to the Gulf of Mexico? I guess a related follow-up there is, given the slow and steady recovery in the Gulf of Mexico, do you see any opportunity to redeploy vessels into the Gulf of Mexico? I know it's been a smaller part of your business, but wanted to see how many boats you have there now, as well as how many possibly recall to the Gulf, the demand is there?

Dave, the four vessels that will redeploy form Saudi Aramco are not U.S. flag, therefore cannot come to the U.S. Gulf. Jeff, will answer some of the other parts of your question. Jeff?

Dave, the vessels with Saudi, they're of class that really wouldn't have a great application here in the Gulf anyway. Here in the Gulf, rig movements are usually done jack-ups by tugs and these are not AHTs, those are AHTSs for Aramco. We are looking there are some opportunities here in the Gulf. Over the years, we have deployed some larger new PSVs internationally that were U.S. flag, and we are looking and trying to fulfill some opportunities back here. But quite honestly those boats are also doing quite well internationally and we're having difficulty freeing that equipment up.

So you are seeing some demand here, just a matter of, like you said, freeing up the equipment to get a back here?

Yes, absolutely, the operators here domestically, I think, are seeing a little bit a light at the end of the tunnel of the permitting side. There is optimism that the market will continue to rebound from Macondo. And quite honestly over the last year and half with the decrease in the activity here, operators have new equipment out, so right now vessels in the Gulf of Mexico and in other places are primarily large PSVs. It's a very tight market.

And then kind of switching gears, Quinn, on the Saudi contract with regards to the $1.5 million to $2 million discount related to the late delivery. Wanted to get, how big that discount was to the original contract, I guess, more precisely that portion of the contract that covers these five vessels. Is that a big discount or small discount on a relative basis?

Dave, discount is really figured by the number of days late from the contract delivery date. And there were a couple components to that, the numbers that Quinn had given you that range that's the and/or cumulative that we estimate for the entire package at this point. And again, it's about a 10% discount on the day-rate on the five vessels. But there is another component that is including in that, that's a little bit higher, but overall it's about a 10% reduction that we would be working off over the next two quarters.

And then finally, just one more, if I could, in order to gauge your thinking or a change there in as we go through the rough patch as far as generating acceptable levels of return versus cost of capital. Do you think it still make sense that to add capacity, i.e., use that capital to add to the fleet or maybe use that capital in other way such as increased dividends or share buyback. Just checking if your priorities on this capital has changed?

As I noted in my remarks, Dave, we're certainly reviewing our alternatives. I don't want to tip our hand to far, but I think as our share prices move down, certainly the share prices become more attractive in terms of range of alternatives. But you know the window for available equipment is still open, some of those prices have come down as well. We've run some numbers on what's more attractive use of our capital, but we still believe in the business. And let me emphasize that the outlook, we think is improving, and we believe, we would not have invested all of this money in new equipment if we didn't think that it was going to generate more than acceptable returns for our shareholders. So in that sense, our outlook hasn't changed. As our stock moves up and down on an opportunistic basis it may makes it maybe perhaps more attractive at times. We think our stock price is attractive, even when it's not in a dip. We think that the business is a good one. We think that investment we've made in people and equipment is going to pay out big time. One quarter we've said frequently, we're not sure in what quarter that when it will start to turn. But I did say in the last call, I do think that we did bottom. And I stand by there, I think we've hit bottom. I think when we will look back and we will look at this quarter and we'll say that was it. But again events pop up that would change that absolutely. And you look at the returns that we generated with the not so new fleet back in 2005 to 2009 time period. I think that the returns that we will eventually provide our shareholders with this new fleet in which we've made such significant investment are going to be really, really positive. So I know that doesn't specifically answer to your question, but that's our outlook.

Your next question comes from Veny Aleksandrov with Pritchard Capital.

My first question is on the four vessels that are not going to go to Saudi. We already know that they are not going to be able to operate in the Gulf. When exactly are they expected to come out of the shipyards? And where are you marketing these vessels geographically?

Veny, if I understand your question, you're saying the four vessels that will not be going to the Aramco. Those vessels are already in the Tidewater fleet, they've been delivered. They will be redeployed most likely in our Middle East operation or potentially coming over to West Africa. And we really feel confident that they will remain in the Middle East. And they currently are being used as front runners for the other vessels going on to Saudi.

And my second question is the deepwater vessels in Americas, the day rates has declined September over June by 6%. Can you give us any details?

We have one vessel that's here in the Gulf of Mexico, it's a mid-level anchor handler, but the day rates in utilization on that boat are quite dramatic. So that one vessel can actually SKU those numbers. And I think that's what you're seeing is, is the utilization. When that boat works, it works at a very high day rate, so that's what causes the swing.

It's a towing supply and anchor handling, Veny, vessel. And it typically works very much on a spot basis. The platform supply vessels are more on a term basis and we would say that there's been no deterioration in those rate levels.

And lastly, the four vessel that might substitute the newbuild going to Saudi, where are they coming from? Do you have them available close by or we're going to see a lot of mobilization cost?

They are actually in the Middle East region for us now. And in fact, we are one of the vessel that Quinn had referenced earlier is gone on contract. The others are currently in the stage of inspection by Aramco, so we're hopeful that they will be coming on contract in a very short amount of time. They were build in the far east and they are newer equipment too. They have been delivered over the last probably six months.

Your next question comes from the line of Todd Scholl with Clarkson Capital.

This is actually David (inaudible) filling in for Todd. Quick one, last quarter you had mention that your Sonatide JV is good until the end of the year. Has there been any progress on that with respect to extending it?

Jeff, why don't you go ahead and provide an update.

Since the last conference call, we've had a board meeting with our partner and I think very constructive, both sides are working very hard to come to the new structure. And we remain very confident that that's going to happen.

And another quick one here is that you mentioned that the Americas day rate decline was mostly due to that one in the Gulf of Mexico. But we know that costs are rising in Brazil. Are you able to kind of push day rates higher to the point where you are spending margins or you're just kind of maintaining?

Brazils is a tough place, it's not a tough place just for Tidewater, it's a tough place for everyone operating down there. We certainly evaluate contract-by-contract. Yes, we try to push the rates. And also we look at potentially redeploying vessels outside of Brazil. And that's certainly a potential for us to go to better markets. Better markets meaning profitability to end of the day. But Brazil is a very difficult place with respect to labor costs are high, the tax regime in Brazil is challenging and custom also is tied into that. So David, it's difficult for Tidewater as well as everyone down there. Easy to make revenue, hard to make profits.

And I'll add a little bit. In the last year or so we have not signed up many vessels to reconsider long-term contracts or I should say long-term contracts that what we consider to be marginal rates. We've actually bid high on some bids, we've lost some bids because we did bid high. We have not locked ourselves into long-term contracts in Brazil at rates that we think a couple years from now are not going to look very good. So we've been very careful on that respect.

I guess, as you consider taking some of these vessels out of Brazil, where would you be looking to put them?

Well, West Africa, Southeast Asia, the North Sea. There are other markets other than Brazil. Mexico we think it could be a potential place for some of those vessels. But it's not as though Brazil is the only market for that equipment.

Your next question comes from Jud Bailey with Jefferies & Co. Jud Bailey - Jefferies & Co.: Two quick questions. Dean, could you talk a little bit more at maybe about the Saudi market and kind of what you're seeing there? And just expand upon your efforts to get into that market and what you see the long-term potential being there?

Long-term potential should be good. I think the tendency is for people to view our hiccup with Saudi Aramco in shades of black rather than gray or white. One of the outcomes that we are hopeful that results from this endeavor in Saudi Aramco is that we actually solidify our relationship with senior Aramco personnel. That's still work in progress and it's possible that we don't. But our objective certainly is to solidify our relationship with senior Saudi Aramco personnel. And there still is going to be a lot of bidding activity there. And we have to have our prices right and we've got to have the right equipment. But on the whole, we are optimistic about our entry into Saudi Aramco. We've got some egg on our face in terms of the initial nine vessel package, four of the vessels will not start as we had envisioned. But on the whole, I think that the work in Saudi Aramco will increase. And I think we are well positioned to take advantage of that. And we've got to get right vessels in the right spots at the right rates, yes. Indeed we do, but we think we are fully capable of doing that. Jud Bailey - Jefferies & Co.: But most of the vessel companies there are local companies or they're other no-region or U.S. based companies there already? Or are you one of the first ones?

We're not one of the first ones, but we're one of the few, a non-local company's in the region. That doesn't mean that some other companies couldn't try to get in. but so far we're one of the few non-regional players in the region. Jud Bailey - Jefferies & Co.: And my follow up is, and this is more for Quinn, you may have mentioned this, but I just missed in your comments. You have 16 vessels being delivered in the December quarter. Quinn, did you give any revenue number for that contribution could be, during the quarter the increase from those vessels being delivered?

I didn't, but as we have discussed on previous calls, the contribution either in term of revenue or margin at least in the first quarter for delivery is typically neutrally best. The mobilizations typically and provisioning costs and very little revenue in first quarter on average. So you wouldn't expect that, you'd get a big contribution from those 16 vessels. But certainly the ones that have contributed in the September or the June quarter are now coming on line and expected to be contribute. Many of those are the vessels that have been talked about in regards to these projects, both in Saudi Arabia and the Asia-Pac region. Jud Bailey - Jefferies & Co.: But once those 16 vessels going to pay that's almost double what you delivered in the last two quarters, is that right? So you should see a pretty decent bump in the March quarter, is that a fair assessment?

Actually, if we got into work as anticipated, we would see the bump starting probably in the March quarter and beyond. Jud Bailey - Jefferies & Co.: Did you guys mention what is the term on the Saudi Aramco vessels? Did you mention that?

We didn't mention it. But the term is three years, plus a couple of years of options.

(Operator Instructions) And sir, there are no further questions at this time.

Well, we thank everyone for your participation in today's call. We thank you for your interest in our company. And we wish you well and god bless you all. Thank you very much.