What changed in this filing

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Item 9A. Controls and Procedures

2021-02-25 compared with 2020-02-27 · 58 added, 37 removed, 222 unchanged (30% of the section changed)

12 unchanged sentences

Based on those criteria, management concluded that, as of December 31, 2020, our internal control over financial reporting was effective.

The effectiveness of our internal control over financial reporting as of December 31, 2019 has been audited by KPMG LLP, our independent registered public accounting firm, as stated in its report which appears in Item 8 of this Annual Report on Form 10-K.

The effectiveness of our internal control over financial reporting as of December 31, 2020 has been audited by KPMG LLP, our independent registered public accounting firm, as stated in its report which appears in Item 8.

Financial Statements and Supplemental Data of this Annual Report on Form 10-K.

6 unchanged sentences

We have a Code of Business Conduct and Ethics for all of our directors, officers and employees as well as a Code of Ethics for Chief Executive Officer and Senior Financial Officers specific to those officers.

Copies of these documents are available at our website www.HelixESG.com under Corporate Governance .

Copies of these documents are available at our website www.HelixESG.com under Corporate Governance (which can be accessed by clicking the “Investors” tab and then the “Governance” tab).

Interested parties may also request a free copy of these documents from:

11 unchanged sentences

The information required by this Item is incorporated by reference to our definitive Proxy Statement to be filed pursuant to Regulation 14A under the Exchange Act in connection with our 2021 Annual Meeting of Shareholders to be held on May 19, 2021.

Exhibits and Financial Statement Schedules

Exhibit and Financial Statement Schedules

(1) Financial Statements

11 unchanged sentences

Pursuant to Item 601(b)(4)(iii), the Registrant agrees to forward 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.

Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)

Exhibit Number Description Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)

3.1 2005 Amended and Restated Articles of Incorporation, as amended, of registrant.

48 unchanged sentences

Exhibit 4.7 to the Current Report on Form 8-K filed on October 6, 2005 (000-22739)

Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)

Exhibit Number Description Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)

4.15 Indenture dated as of March 12, 2012 between Helix Energy Solutions Group, Inc.

25 unchanged sentences

Exhibit 4.1 to the Current Report on Form 8-K filed on June 28, 2019 (001-32936)

4.23 Amendment No.

3 to Amended and Restated Credit Agreement, dated as of December 30, 2020, by and among Helix, certain of its subsidiaries as guarantors, the lenders thereunder, and Bank of America, N.A., as administrative agent, swing line lender and letters of credit issuer.

Exhibit 4.1 to the Current Report on Form 8-K filed on December 31 , 20 20 (001-32936)

4.24 Credit Agreement dated September 26, 2014, by and among Helix Q5000 Holdings S.à r.l., Helix Vessel Finance S.à r.l.

1 unchanged sentence

Exhibit 4.1 to the Current Report on Form 8-K filed on September 30, 2014 (001-32936)

4.25 First Amendment to the Credit Agreement dated as of September 26, 2014, by and among Helix Q5000 Holdings S.à r.l., Helix Vessel Finance S.à r.l.

and Nordea Bank ABP, New York Branch and the lender parties thereto.

Exhibit 4.1 to the Current Report on Form 8-K filed on March 12, 2020 (001-32936)

Exhibit Number Description Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)

4.26 Senior Debt Indenture, dated as of November 1, 2016, by and between Helix Energy Solutions Group, Inc.

7 unchanged sentences

Exhibit 4.2 to the Current Report on Form 8-K filed on March 21, 2018 (001-32936)

Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)

4.29 Indenture, dated as of August 14, 2020, by and between Helix Energy Solutions Group, Inc.

and The Bank of New York Mellon Trust Company, N.A., as trustee.

Exhibit 4.1 to the Current Report on Form 8-K filed on August 14, 2020 (001-32936)

4.30 First Supplemental Indenture, dated as of August 14, 2020, by and between Helix Energy Solutions Group, Inc.

and The Bank of New York Mellon Trust Company, N.A., as trustee.

Exhibit 4.2 to the Current Report on Form 8-K filed on August 14, 2020 (001-32936)

2009 Long-Term Incentive Cash Plan of Helix Energy Solutions Group, Inc.

4 unchanged sentences

Annex A to the Definitive Proxy Statement filed on April 2, 2019 (001-32936)

Form of Performance Share Unit Award Agreement.

Exhibit 10.1 to the Current Report on Form 8-K filed on December 13, 2019 (001-32936)

Form of Restricted Stock Award Agreement .

Exhibit 10.3 to the Current Report on Form 8-K filed on December 15, 2011 (001-32936)

Form of Performance Share Unit Award Agreement.

Exhibit 10.1 to the Current Report on Form 8-K/A filed on December 14, 2020 (001-32936)

Form of Restricted Stock Unit Award Agreement.

Exhibit 10.1 to the Current Report on Form 8-K filed on December 1 6 , 2020 (001-32936)

Employee Stock Purchase Plan of Helix Energy Solutions Group, Inc., as Amended and Restated Effective May 15, 2019.

4 unchanged sentences

Exhibit 10.1 to the Current Report on Form 8-K filed on November 19, 2008 (001-32936)

First Amendment to Employment Agreement between Helix Energy Solutions Group, Inc.

and Owen Kratz effective May 22, 2020.

Exhibit 10.1 to the Current Report on Form 8-K filed on May 22, 2020 (001-32936)

Employment Agreement between Alisa B.

4 unchanged sentences

Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on July 26, 2019 (001-32936)

Employment Agreement between Anthony Tripodo and the Company dated June 25, 2008.

Exhibit 10.2 to the Current Report on Form 8-K filed on June 30, 2008 (001-32936)

First Amendment to Employment Agreement between Anthony Tripodo and the Company dated November 17, 2008.

Exhibit 10.5 to the Current Report on Form 8-K filed on November 19, 2008 (001-32936)

Employment Agreement by and between Helix Energy Solutions Group, Inc.

1 unchanged sentence

Exhibit 10.1 to the Current Report on Form 8-K/A filed on May 12, 2015 (001-32936)

Exhibits Description Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)

Deferred Compensation Agreement by and between Helix Energy Solutions Group, Inc.

1 unchanged sentence

Exhibit 10.2 to the Current Report on Form 8-K/A filed on May 12, 2015 (001-32936)

First Amendment to Employment Agreement between Helix Energy Solutions Group, Inc.

and Scotty Sparks effective May 22, 2020.

Exhibit 10.2 to the Current Report on Form 8-K filed on May 22, 2020 (001-32936)

Employment Agreement by and between Helix Energy Solutions Group, Inc.

1 unchanged sentence

Exhibit 10.1 to the Current Report on Form 8-K filed on June 5, 2017 (001-32936)

First Amendment to Employment Agreement between Helix Energy Solutions Group, Inc.

and Erik Staffeldt effective May 22, 2020.

Exhibit 10.3 to the Current Report on Form 8-K filed on May 22, 2020 (001-32936)

Employment Agreement by and between Helix Energy Solutions Group, Inc.

1 unchanged sentence

Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on July 26, 2019 (001-32936)

First Amendment to Employment Agreement between Helix Energy Solutions Group, Inc.

and Ken Neikirk effective May 22, 2020.

Exhibit 10.4 to the Current Report on Form 8-K filed on May 22, 2020 (001-32936)

10.20 Underwriting Agreement dated as of January 4, 2017, between Helix Energy Solutions Group, Inc.

3 unchanged sentences

Exhibit 1.1 to the Current Report on Form 8-K filed on March 19, 2018 (001-32936)

Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)

10.22 Underwriting Agreement, dated as of August 11, 2020, by and among Helix Energy Solutions Group, Inc., Wells Fargo Securities, LLC and Evercore Group L.L.C.

Exhibit 1.1 to the Current Report on Form 8-K filed on August 14, 2020 (001-32936)

10.23 Construction Contract dated as of September 11, 2013 between Helix Q7000 Vessel Holdings S.à r.l.

25 unchanged sentences

Filed herewith

Exhibits Description Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number)

32.1 Certification of Helix’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes — Oxley Act of 2002.

Furnished herewith

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XBRL Instance Document.

The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

Inline XBRL Taxonomy Extension Schema Document.

Filed herewith

XBRL Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Filed herewith

XBRL Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Filed herewith

XBRL Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Filed herewith

XBRL Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Filed herewith

XBRL Presentation Linkbase Document.

104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

Filed herewith

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Contained in Exhibit 101

* Management contracts or compensatory plans or arrangements

8 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ OWEN KRATZ

President, Chief Executive Officer and Director

(principal executive officer)

February 27, 2020

/s/ ERIK STAFFELDT

Executive Vice President and Chief Financial Officer

Signature Title Date

/s/ OWEN KRATZ President, Chief Executive Officer and Director

(principal executive officer) February 25, 2021

/s/ ERIK STAFFELDT Executive Vice President and Chief Financial Officer

(principal financial officer and

principal accounting officer)

February 27, 2020

principal accounting officer) February 25, 2021

Erik Staffeldt

/s/ AMERINO GATTI

February 27, 2020

/s/ AMERINO GATTI Director February 25, 2021

Amerino Gatti

February 27, 2020

LOVOI Director February 25, 2021

NELSON Director February 25, 2021

RASK Director February 25, 2021

/s/ WILLIAM L.

February 27, 2020

TRANSIER Director February 25, 2021

WATT Director February 25, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures