Good morning. My name is Lakecia, and I will be your conference operator today. At this time, I would like to welcome everyone to the fiscal 2008 fourth quarter earnings conference call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session. [Operator Instructions]. Thank you. Mr. Taylor, the Chairman, President and CEO of Tidewater, you may begin your conference, sir.

Thank you, Lakecia. Good morning, everyone, and welcome to Tidewater's fiscal 2008 fourth quarter and full year earnings conference call for the periods ending March 31, 2008. I am Dean Taylor, Tidewater's Chairman, President and CEO, and I'll be hosting the call this morning. With me today are Keith Lousteau, our Executive Vice President and Chief Financial officer; Joe Bennett, Senior Vice President, Principal Accounting Officer and Chief Investor Relations Officer; Steve Dick, Executive Vice President, In-Charge of Strategic Relationships, Shipyard Operations, Vessel Acquisitions and Dispositions; Jeff Platt our Executive Vice President, In-Charge of Day-To-Day Marine Operations; and Bruce Lundstrom, my new Senior Vice President, General Counsel and Secretary. We'll follow our traditional format this morning. I will start with some comments about our earnings results released earlier this morning. Following my brief remarks, I'll turn the call over to Keith for a detailed review of the numbers as well as the status reports on our new build and vessel replacement program and our stock repurchase activities. I will then return with the discussion of our view of our markets and a review of our strategy. We will then open the call for questions. At this time, I will ask Keith to read our Safe Harbor statement and then we can get started.

During today's conference call, Dean, I and other Tidewater management may make certain comments and statements which may be considered forward-looking. I know that you understand that there are risks, uncertainties and other factors that may cause the company's actual or future performance to be materially different from that stated or implied by any comments that we may make today during this conference call. Dean?

Okay. Let's begin. Earlier this morning Tidewater reported earnings for the March 31, 2008 quarter, our fourth fiscal quarter of 2008 of $85.4 million or $1.63 per fully diluted share. Total revenues for the quarter increased 5.5% from the December quarter to $331 million. But our bottomline was below expectations. We did not hit on all cylinders due generally to the impact of a greater number of dry docking days, which impacted utilization rates of higher revenue generating vessels. Though we have mentioned it before, the revenue lost when higher day rate generating shifts undergo major maintenance has a significantly greater impact on our bottomline than in previous years when vessel day rates were substantially lower, and this quarter had too many of those vessels under repair for too long. For our fiscal 2008 we earned $6.39 per share, up from last year's $6.31 per share that included $0.37 a share of gains from the fiscal 2007 sale of 14 of our domestic tugs. Excluding that gain our consolidated net earnings this year were 4% better than last year. Overall, our bottomline results are being driven by the continuous strength of the international offshore market. International average fleet day rates increased almost 20.5% from fiscal 2007 and we're up 19% year-over-year in the fourth quarter. As Keith will detail, the strength of our international fleet results was diluted by continuing weakness in Gulf of Mexico shelf drilling activity, including a slowdown in the domestic offshore construction market. Internationally, our fleet utilization rate last year was about even with the prior year, and given the greater number of dry docking days, we had a respectable performance. In contrast, our domestic vessel fleet utilization rate was down by 3.5 percentage points. Between the drop in utilization and the decrease in average rates domestically, the result was that domestic revenues fell 30% year-over-year, while operating profit was off by two-thirds. On the other hand, our international revenues and operating profits were both up by 22% and 23% respectively over fiscal 2007. Our safety performance in the fourth quarter was excellent. For the full year we generated a total recordable incident rate of 0.24 for 200,000 man-hours of work, the second best year in the company's history. Within that statistic, however, were eight loss time accidents that resulted in six deaths, an unacceptable performance. Tidewater's management and field personnel are focused on improving our safety efforts. So far this current fiscal year we have had no loss time incidents. Let me now turn the call over to Keith to discuss in detail our financial results and where we stand on our fleet renewal program and share repurchase efforts. Keith?

Good morning. One announcement of housekeeping. We will not be filing our Form 10-K today. We anticipate filing our form 10-K later in the month, perhaps at the end of the second to last week of the month. So, in regard to that when that happens, we do publish an expanded press release which we did this morning, which has most of the operational statistics that everyone seems to be the most interested in. I want to start off right quick by saying my summation of the quarter that you see before you is one that I surmise as being one of lost revenue, but its not so much a quarter of increased cost, although we will talk about increased cost being up a little bit. I think when we go through the statistics on vessel day rates around the world, one will understand right quickly that day rates in almost all classes were either up during the quarter or since the end of the quarter have come back up quite nicely. What we're going to tell you this morning is a story, as Dean has alluded to, one of lost revenue days because of vessels being in dry docks for periods that were longer than we had originally anticipated, and the second story is the unusually large number of vessels that mobilized during the quarter. I'll give you some statistic that show you all those mobilization days don't generally result in lost revenue, they certainly result in revenue that is not up to a normal level that we would achieve through normal operations. As Dean mentioned, looking a little bit at year-on-year marine revenues for the fiscal year that ended March of '08 versus March of '07, those marine revenues were up 11%. Our earnings per share were up…

Thanks Keith. As Keith has outlined, our financial results were negatively affected by greater number of dry docking days of high revenue generating vessels and our R&M cost associated with those dry dockings, primarily in the international fleet than we expected. That said, despite the dry docking impact, vessel operating margins were still in excess of 50% for the quarter. While good, this performance can be better and results will show when we are firing on all cylinders. One might question what it really means for Tidewater to be firing on all cylinders. As you have seen in some of our recent quarters, we have had challengings with our dry dockings, which now appear to be more capable of repetition than we previously thought. Dry dockings are being performed on vessels that are under contract, as Keith said. So, our challenge is to do a better job of managing those maintenance days. We will look to improve our internal processes to confront the increasing condition of more expensive regulatory dry dockings or other necessary major repairs. Shipyard pricing has increased due to inflation and the heavy workloads that those shipyards are generally causing vessels to remain in the yards for longer periods of time. Unfortunately we don't see that shipyard situation changing much in the foreseeable future. So, we just simply need to do a better job of managing it. Given that scenario, we now foresee that we are likely to have higher repair cost and greater negative impacts on our revenue line, with some consequent reductions to our operating margins and bottom-line. We would of course, prefer this not to be the case but on the other hand, our decisions to continue to perform necessary dry dockings on many of our mature vessels should send a positive signal that…

[Operator Instructions]. Your first question comes from the line of Pierre Conner with Capital One.

Hello, Pierre.

Good morning, gentlemen. My first question is for Keith. I think that on the fuel cost, when you're in transit like that, are you… is the fuel on your ticket… I mean, even though you are going to a set contract is that what's driving that?

Yes, Pierre. That is specifically for our accounts, specifically new vessels and most of the vessels there we go from mob area to area. In fact, whenever we attempt to negotiate a mob fee with our customers and a de-mob fee, if it's going to kind of an unusual situation, we generally store it with our fixed cost being the biggest one being fuel to be reimbursed, and then try and pick up some portion of the day rate in addition to that. But fuel is our biggest cost on our own ticket going from area to area.

Okay. Next one is a guidance question. I appreciate all the fire on the clause. Anything, what would you say about G&A? Was there some adjustments on this last fiscal quarter, what would we expect going into next quarter?

Pierre, that's a tough one. As you know, we've had a year long FCPA investigation kind of going on at Tidewater. And to be honest with you, that's been running us a substantial portion of that G&A cost. Much of the increase that you've seen kind of year-on-year has been that number. We would hope that later in this quarter, certainly later in the year, that that would be curtailed, that those results would be out there and it would reduce G&A a little bit. What I expect it to be down this quarter, at best, perhaps $1 million from last quarter, but then on a go forward basis down $2 million from last quarter into September in December.

Okay. One for Steve, and then on your order book I think on your net vessels adds, could you give us some detail about what you've added to the order book in terms of the class of vessel type?

I think as Keith pointed out where we ended up in our order book right now is we've got 18 PSVs… sorry, anchor handlers, and 24 PSVs, 3 tugs and 2 crew boats. So, that's kind of spread out pretty much over the next couple of years, although there is a couple… there's one or two that's spilled over into the year after that. But that's where the order book is and we are looking all the time… I am… to kind of fill that in with the various needs. Some of them are Deepwater boat vessels, some of them are larger PSVs and anything from the medium size anchor handlers to the larger anchor handlers, and that's kind of what we are looking at and then trying to fill in.

But Pierre, to get specific, what we added last quarter were deepwater vessels.

Got it, got it, that's... okay and the last one Dean is kind of general, but could you just tell us the dynamics in South-East Asia market? It looks like that the numbers of vessels working in the area continue to move up, utilization is tight, rates move up there, but yet we're not adding a lot of drilling rigs yet. So what's the dynamic going on in South-East Asia?

Jeff is on the call with us, Jeff, would you like to take that?

Well, Pierre, we keep waiting to see, when everyone else is going to do that, but again we're not seeing any real fall off in the market. Now a lot of the new builds that are coming in have migrated through South-East Asia to some other areas. But overall the South-East Asia market, again the market keeps ramping up and then down in Australia. Keith said we are seeing some real life activity picking up down there for us.

I'm sorry, what kind of activity?

Real nice.

Nice, nice.

Okay, gentleman thanks for the time, and I'm going to turn it back and let some other folk go. I appreciate it.

Thanks Pierre.

Your next question comes from the line of Bill MacKenzie with Loepick [ph] Capital.

Hello, Bill.

And with the credit markets tight right now and the large number of speculators that are out there in the OSP market. Are you guys seeing much coming [ph] available potentially for sale as some of the spec builds are coming due for financing?

Well, we're seeing more people offering equipment than we've seen in prior quarters. Steve, would you like to comment?

Sure, I think we're seeing more of the speculators interested in moving some of the equipment. I think that we try to keep ourselves disciplined and I think some of their expectations are little lofty, but there is more of them being exposed [inaudible].

So this applies up a lot in terms of what's being offered to the market as pricing hasn't come in yet?

Yeah, the pricing is again, we think too high but we're getting more of the ones that used to sit on the fence and let time go by and then try to do something little later may be attempting to try to do that earlier, that's what it seems.

All right and there has... have been noticed much in the way of cancellations perhaps out of the 720 or so vessels that are on order right now as a result of the tightening credit conditions?

Well, I don't know if it's because of the tightening credit conditions, but there was one in India that productions were ticking up, but the rest of them you really don't find out a bottom until the shipyards start calling you to fill the slot, so and that hasn't happened too frequently yet.

One last thing on that front if you don't mind, could you tell us what the shipyard terms have done recently in terms of down payments, progress payments and relative cost on vessels? Thanks.

It all depends on the deal. It depends on what they're building and what your relationship with the yard is. With some of the far eastern yards, you're seeing them wanting more money upfront only because of the exchange rate of the dollar and they have to buy the equipment, but other than that we don't vary it too much as few percentage points maybe on the progress payments but haven't seen a really big push towards that in the market.

Well, that's all. Thanks a lot.

Well, there is more concern on the part of the yards about the value of the U.S. dollar.

All right.

That's fair to say.

All right. Thanks a lot.

Okay. Thank you.

Your next question comes from the line of Jud Bailey with Jefferies & Company.

Hi, Jud. Jud Bailey - Jefferies & Company: Dean, could I get… when you talk about your operating cost and you're expecting the trend down for the December quarter, what's your level of confidence in there that the mid 150s? And if I could ask what is your underlying, kind of, core growth assumption as far as your labor cost and your… I guess organic cost increases you're seeing across the board?

Jud, this Joe Bennett. Jud Bailey - Jefferies & Company: Hi.

I'll try to take this one. We've done considerably more work than even normal to try to understand what our cost components will be going forward. And so, we do feel comfortable recognizing that obviously the challenges with dry dockings continue. Timing of dry dockings is still difficult for a company like ourselves that have so many going on. But even said all of that, we feel pretty good about the numbers that Keith had given before looking forward for the next few quarters. I think from the standpoint of labor, there's been a lot said about that, I am going back and looked at our own numbers historically, and of course, when you factor out the additional labor charges that have come about because of new both entering the fleet and new personnel added to the Company, I get back to and we said this on the last phone call having an inflation rate of about 8%, we're just not seeing the percentage increases that some of the driller are that I hear on conference call et cetera. So, we continue to address that through both good and bad times. We spend a lot of time talking about labor and hear about ways of… we employ people from, I think over 80 different nationalities around the world. And that helps us to try to maintain that cost line. So, those are the numbers that I have been able to kind of review and put together. I think that inflation of kind of 8 or so percent is valid. Jud Bailey - Jefferies & Company: Okay.

Is that okay? Jud Bailey - Jefferies & Company: Yes.

This is Dean. I didn't mean to be dodging your question, but Joe had already done considerable amount of work on it. Since he was closest to it, I wanted him to respond first. Jud Bailey - Jefferies & Company: Okay, I understood.

We standby by what we said last quarter and it's something that it's hard to pry apart the excess training costs that we're incurring for new vessels coming into the fleet. We've got a lot of extra positions around the world where we have an excess in complement of crews, where we're training people for the new vessels coming into the fleet. We're not seeing in general the same numbers of older vessels dropout of the fleet as we are new vessels coming into the fleet. One could reasonably say, well, we just take people from the old vessels and put them on the new vessels if they're dropping off one to one. Well, they're not dropping off one to one. And then, of course, the newer vessels are generally all dynamically positioned require greater training to achieve that certification. There is some fudge that we have to pry loose from the numbers in order to come up with a decent estimate for you. But as I said, we're going to stand by that about 8% cost inflation. Jud Bailey - Jefferies & Company: Okay. I appreciate the color. My next question is on the utilization. Keith noted where you stand for your international fleet both deepwater and supply and that's obviously still down because of the dry docking. Can you give us a sense of when we should expect that to start to trend back up to where you were in the last couple of quarters because demand is obviously still very high?

We think it's going to happen sort of… this quarter we're going trend down. And then next quarter, we should start trending up, probably more in the later half of the quarter than in the beginning half. And then after that, I think we're going to be hitting on all ceiling as we're going to see nice numbers. But, there are lot of people that are mismanaging their business and are promising better results in a couple of quarters, and they just never get there. We're going to deliver on that. And we fully intend to and we're just going to have to go do it. Jud Bailey - Jefferies & Company: Great. Thank you. I'll turn it back and let somebody else to ask.

Thank you, Jud.

Your next question comes from the line of Daniel Burke of Johnson Rice.

Hello, Daniel

Good morning, Dean. A question on the dry dock. I'll stick with that topic, experience in March and in June, and even pushing it out further ahead, is this an abnormal peak even on a multi-year basis or as we forward cast even into the next fiscal year, are there going to be period where we see 80% type utilization figures?

Well, one thing that's happened is that, all those ships that we've bought in 2002 and 2003, they were more sophisticated deepwater vessels. They're all getting to their first five year special survey. And so that's happening. We are having some teething problems with some of our larger anchor handlers that kept them from developing their full potential in terms of generating revenue and profits. We're facing some challenges in some areas in terms of just getting dry dock space when we can get the boat from our customers. So there is some wasted time there. I think that some of these, I mean, particularly the coincidence of a lot of the vessels that were built in 2003 needing to be dry docking by 2008, that's there. But I don't want to promise that that's going to go away forever because these large deepwater vessels are now going to be part of our fleet. I think that we will see some trending down. I don't think we're going to see this lump stuck in through at all the time, but there will be lumps from time-to-time. It's just going to be lumpy and we're still digesting exactly how the effect of the larger vessels is blending in with the rest of our fleet. I do think that it is rather unusual though that we're getting all these sort of in tail end of 2007, 2008. I do think it relates a lot to the 2002 vessels that were build in 2002 and 2003. Now, toward the latter half of the year, we've taken, we've scrubbed the areas pretty hard, And we're pretty confident that numbers will come down toward the latter half of the year, but that, touchwood, borrowing no significant incidence, no failures of any engines, no wrench failures. I mean, there is plenty of equipment, plenty of sophisticated expensive equipment that can break down and at any one time that can cause a change, but we feel pretty confident of the numbers that we've given you so far today.

Fair enough. And then as the follow-up, going through a broader macro question. Regarding the order book, are you now seeing a slowdown in the pace of new build order being place.

Yeah.

And why do you think that that's beginning to occur?

I think people are wanting to see if the worldwide fleet can adjust to its coming. As we've said, Daniel, if there is anybody in good position for over building and we've made some statements that we don't think that over building could be as bigger problem as some people think or just even presuming that that it is and that's not a presumption that we support. We're in pretty good position to be able to take advantage of that if it should occur. So, but the pace… to answer your original question, the pace of new builds has slowed down pretty dramatically. I mean the number has been flat lined at roughly 700 vessels for the last six months. Now, there have been some new deliveries that have occurred in the meantime and there have been some new orders that are taking place while those deliveries were occurring, but pace of orders has slowed down pretty significant.

Great. Thanks for your comment.

Thank you.

There are no further questions

Well, I thank everyone for your time this morning, your interest in our company and we wish you all well. Thanks very much.

This concludes today's conference call. You may now disconnect.