What changed in this filing

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Item 1. Business

2022-02-24 compared with 2021-02-25 · 94 added, 90 removed, 277 unchanged (40% of the section changed)

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In recent years, we have seen an increasing demand for our services from the offshore renewable energy market.

We provide services primarily in deepwater in the Gulf of Mexico, Brazil, North Sea, Asia Pacific and West Africa regions.

For additional information regarding business operations, see sections titled “Our Operations” included within Item 1.

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our phone number is 281-618- 0400.

Our common stock trades on the New York Stock Exchange (“NYSE”) under the ticker symbol “HLX.” Our Chief Executive Officer submitted the annual CEO certification to the NYSE as required under its Listed Company Manual in June 2020.

Our common stock trades on the New York Stock Exchange (“NYSE”) under the ticker symbol “HLX.” Our Chief Executive Officer submitted the annual CEO certification to the NYSE in June 2021 as required under its Listed Company Manual.

Our principal executive officer and our principal financial officer have made the certifications required under Section 302 of the Sarbanes-Oxley Act, which are included as exhibits to this Annual Report.

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We provide a range of services to the oil and gas and renewable energy markets primarily in deepwater in the Gulf of Mexico, Brazil, North Sea, Asia Pacific and West Africa regions.

Our Well Intervention segment includes our vessels and/or equipment used to access offshore wells for the purpose of performing well enhancement or decommissioning operations.

Our well intervention vessels include the Q4000 , the Q5000 , the Q7000 , the Seawell , the Well Enhancer , and two chartered monohull vessels, the Siem Helix 1 and the Siem Helix 2 .

Our well intervention equipment includes intervention riser systems (“IRSs”), subsea intervention lubricators (“SILs”) and the Riserless Open-water Abandonment Module (“ROAM”), some of which we provide on a stand-alone basis.

Our Robotics segment includes remotely operated vehicles (“ROVs”), trenchers and a ROVDrill, which are designed to complement well intervention services and offshore construction to both the oil and gas and the renewable energy markets globally.

Our Robotics segment also includes two robotics support vessels under long-term charter, the Grand Canyon II and the Grand Canyon III , as well as spot vessels as needed.

Our Production Facilities segment includes the Helix Producer I (the “ HP I ”), a ship-shaped dynamically positioned floating production vessel, the Helix Fast Response System (the “HFRS”) and our ownership of oil and gas properties.

Our Well Intervention segment provides services enabling our customers to safely access offshore wells for the purpose of performing well production enhancement or decommissioning operations, thereby avoiding drilling new wells by extending the useful lives of existing wells and preserving the environment by preventing uncontrolled releases of oil and gas.

Our well intervention vessels include the Q4000 , the Q5000 , the Q7000 , the Seawell , the Well Enhancer , and the Siem Helix 1 and Siem Helix 2 chartered vessels.

Our well intervention equipment includes intervention systems such as intervention riser systems (“IRSs”), subsea intervention lubricators (“SILs”) and the Riserless Open-water Abandonment Module (“ROAM”), some of which we provide on a stand-alone basis.

Our Robotics segment provides offshore construction, trenching, seabed clearance, inspection, repair and maintenance (“IRM”) services to both the oil and gas and the renewable energy markets globally, thereby assisting the delivery of affordable and reliable energy and supporting the responsible transition away from a carbon-based economy.

Additionally, our Robotics services are used in and complement our well intervention services.

Our Robotics segment includes remotely operated vehicles (“ROVs”), trenchers and robotics support vessels under long-term charter as well as spot vessels as needed.

Our Production Facilities segment includes the Helix Producer I (the “ HP I ”), the Helix Fast Response System (the “HFRS”) and our ownership of oil and gas properties.

All of our current Production Facilities activities are located in the Gulf of Mexico.

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production enhancement;

inspection, repair and maintenance of production structures, trees, jumpers, risers, pipelines and subsea equipment;

IRM of production structures, trees, jumpers, risers, pipelines and subsea equipment;

and related support services.

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As major and independent oil and gas companies develop deepwater reserves, we expect the number of subsea trees to increase, which can improve long-term demand for well intervention services.

Historically, drilling rigs were used in subsea well intervention to troubleshoot or enhance production, shift sleeves, log wells or perform recompletions.

Historically, drilling rigs have been used in subsea well intervention to enhance production and decommission wells.

Our well intervention vessels serve as work platforms for well intervention services at costs that generally have been less than those of offshore drilling rigs.

Our vessels derive competitive advantages from their lower operating costs, with an ability to mobilize quickly and to maximize operational time by performing a broad range of tasks related to intervention, construction, inspection, repair and maintenance.

Our services provide a cost advantage in the development and management of subsea reservoirs.

Our purpose-built vessels derive competitive advantages from their lower operating costs, with an ability to mobilize quickly and to maximize operational time by performing a broad range of tasks related to intervention, construction and IRM services.

Our services provide cost advantages in the development and management of subsea reservoirs.

We believe we offer efficiency gains from our specialized intervention assets.

Our well intervention business currently operates seven vessels and various equipment such as IRSs, SILs and the ROAM, providing services primarily in the Gulf of Mexico, Brazil, the North Sea and West Africa.

Our well intervention business currently operates seven vessels, 10 intervention systems and various equipment, providing services primarily in the Gulf of Mexico, Brazil, the North Sea and West Africa.

In the Gulf of Mexico, the Q4000 , a riser-based semi-submersible well intervention vessel, has been serving customers in the spot market since 2002.

In 2010, the Q4000 served as a key emergency response vessel in the Macondo well control and containment efforts.

The Q5000 riser-based semi-submersible well intervention vessel commenced operations in the Gulf of Mexico in 2015 and is under a five-year contract with BP expiring in the first half of 2021.

In Brazil, we provide well intervention services to Petróleo Brasileiro S.A.

(“Petrobras”) with the Siem Helix 1 and Siem Helix 2 vessels that we charter from Siem Offshore AS (“Siem”).

The initial term of the agreements with Petrobras is for four years, with options to extend by agreement of both parties for an additional period of up to four years.

The Siem Helix 1 commenced operations for Petrobras in April 2017 and the Siem Helix 2 commenced operations for Petrobras in December 2017.

The initial term of the charter agreements with Siem is for seven years with options to extend.

In the North Sea, the Well Enhancer has performed well intervention, abandonment and coil tubing services since it joined our fleet in 2009.

The Q5000 riser-based semi-submersible well intervention vessel commenced operations in the Gulf of Mexico in 2015 and completed its five-year contract with BP in April 2021.

Both vessels are currently working in the spot market.

In Brazil, we provided well intervention services with the Siem Helix 1 and Siem Helix 2 vessels under contracts with Petróleo Brasileiro S.A.

(“Petrobras”) with options to extend.

The Siem Helix 1 commenced operations in April 2017 and completed its four-year contract in August 2021.

After completing its regulatory dry dock in October 2021, the Siem Helix 1 transited from Brazil to Ghana in December 2021 for a short-term accommodations project.

The Siem Helix 2 commenced operations in December 2017 and following the completion of its four-year contract in December 2021, the Petrobras contract was extended at reduced rates for one year until December 2022.

We charter the Siem Helix 1 and Siem Helix 2 vessels from Siem Offshore AS (“Siem”) under an initial term of seven years with options to extend.

In the North Sea, the Well Enhancer has performed well intervention, abandonment and coiled tubing services since it joined our fleet in 2009.

The Seawell has provided well intervention and abandonment services since 1987, and the vessel underwent major capital upgrades in 2015 to extend its estimated useful economic life by approximately 15 years.

The Q7000 , a semi-submersible well intervention vessel built to U.K.

North Sea standards and capable of working globally, commenced operations in January 2020 and is currently performing integrated well intervention operations offshore Nigeria.

Our alliance with Schlumberger leverages the parties’ capabilities to provide a unique, fully integrated offering to clients, combining marine support with well access and control technologies.

Through our alliance, we and Schlumberger jointly developed a 15K IRS and the ROAM, which are currently available to customers.

North Sea standards and to be capable of working globally, commenced operations in January 2020 and is currently performing integrated well intervention operations offshore Nigeria.

Our Subsea Services Alliance with Schlumberger leverages the parties’ capabilities to provide a unique, fully integrated offering to clients, combining marine support with well access and control technologies.

Through our alliance, we and Schlumberger jointly developed a 15K IRS and the ROAM.

We have been actively engaged in robotics for over three decades.

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We often integrate our services with chartered vessels.

Our robotics business primarily operates in the Gulf of Mexico, North Sea, West Africa and Asia Pacific regions.

Our robotics business operates globally, with primary operations in the Gulf of Mexico, North Sea, West Africa and Asia Pacific regions.

As global marine construction activity levels increase and as the complexity and water depths of the facilities increase, the use and scope of robotics services has expanded.

Our robotics assets and experience, coupled with our chartered vessel fleet and schedule flexibility, allow us to meet the technological challenges of our customers’ subsea activities worldwide.

As of December 31, 2020, our robotics assets included 44 ROVs, four trenchers and one ROVDrill.

As of December 31, 2021, our robotics assets included 43 work-class ROVs and four trenchers.

We charter vessels on a long-term or a spot basis to support deployment of our robotics assets.

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Production Facilities

We own the HP I , a ship-shaped dynamically positioned floating production vessel capable of processing up to 45,000 barrels of oil and 80 million cubic feet of natural gas per day.

We own and operate the HP I , a ship-shaped dynamically positioned floating production vessel capable of processing up to 45,000 barrels of oil and 80 million cubic feet of natural gas per day.

The HP I has been under contract to the Phoenix field operator since February 2013 and is currently under a fixed fee agreement through at least June 1, 2023.

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The HFRS combines the HP I , the Q4000 and the Q5000 with certain well control equipment that can be deployed to respond to a well control incident.

We are under agreement through September 30, 2021 with various operators to provide access to the HFRS for well control purposes.

We are under agreement through March 31, 2023 with various operators to provide access to the HFRS for well control purposes.

Our Production Facilities segment includes two remaining wells acquired from Marathon Oil Corporation (“Marathon Oil”) in January 2019.

These oil and gas properties are associated with the Droshky Prospect located in offshore Gulf of Mexico Green Canyon Block 244.

As part of the transaction, Marathon Oil agreed to pay us certain amounts as we complete the P&A work.

As part of the transaction, Marathon Oil agreed to pay us certain amounts as we complete the P&A of these wells.

GEOGRAPHIC AREAS

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The percentages of consolidated revenues from major customers (those representing 10% or more of our consolidated revenues) are as follows:

2021 — Petrobras (23%) and Shell (17%);

2020 — Petrobras (28%) and BP (17%);

2019 — Petrobras (29%), BP (15%) and Shell (13%);

and 2018 — Petrobras (28%) and BP (15%).

and 2019 — Petrobras (29%), BP (15%) and Shell (13%).

We provided services to over 60 customers in 2021.

The oilfield services and renewable energy services markets are highly competitive.

Price and the ability to access specialized vessels, attract and retain skilled personnel, and operate safely are important factors to competing in these markets.

Our principal competitors in well intervention include Baker Hughes, C-Innovation, Expro, Oceaneering, TIOS and international drilling contractors.

Our principal competitors in the robotics business include C-Innovation, DeepOcean, DOF Subsea, Fugro, Oceaneering and ROVOP.

Our principal competitors in renewable energy services include UTROV, Briggs Marine, James Fisher and Atlantic Marine.

Price and the ability to access specialized vessels, systems and other equipment, attract and retain skilled personnel, and operate safely are important factors to competing in these markets.

Our principal competitors in well intervention include AKOFS Offshore, Baker Hughes, C-Innovation, Expro, FTAI, Oceaneering, TIOS and international drilling contractors.

Our principal competitors in the robotics business include Atlantic Marine, Briggs Marine, C-Innovation, DeepOcean, DOF Subsea, Fugro, James Fisher, Oceaneering, ROVOP and UTROV.

Our competitors may have more or differing financial, personnel, technological and other resources available to them.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

We continue to implement and improve Environmental, Social and Governance (“ESG”) initiatives and disclosures throughout our business.

We understand we have an important role to play as a steward of the people, communities and environments we serve, and we regularly look for ways to emphasize and improve our own ESG record.

We incorporate ESG initiatives into our core business values and priorities of safety, sustainability and value creation with a top-down approach led by management and our Board of Directors (our “Board”).

Specifically, the Corporate Governance and Nominating Committee of our Board oversees, assesses and reviews the disclosure and reporting of any matters, including with respect to climate change, regarding the Company’s business and industry, and that committee's charter formally incorporates oversight of ESG matters as a stated responsibility.

We emphasize constant improvement by continually striving to improve our safety record, reducing our environmental impact, and increasing transparency.

In 2020, we maintained a low Total Recordable Incident Rate and expanded our business with renewable energy customers.

Our efforts are published in our Corporate Sustainability Report and Corporate Sustainability Summary Update, copies of which are available on our website at www.HelixESG.com/about-helix/corporate-sustainability .

ESG initiatives and disclosures are embedded in our core business values and priorities of safety, sustainability and value creation with a top-down approach led by management and our Board of Directors (our “Board”).

Specifically, the Corporate Governance and Nominating Committee of our Board oversees, assesses and reviews the disclosure and reporting of any ESG matters, including with respect to climate change, regarding the Company’s business and industry, and that committee’s charter formally incorporates oversight of ESG matters as a stated responsibility.

Our Board defines diversity expansively and has determined that it is desirable to have diverse viewpoints, professional experiences, backgrounds (including gender, race, ethnicity and educational backgrounds) and skills, with the principal qualification of a director being the ability to act effectively on behalf of Company shareholders.

While the Board oversees strategic ESG initiatives, our Climate Change Action Committee, comprised of key leaders from QHSE, legal, our business units and management, evaluates Helix’s impact on climate change, implements our go-forward strategies and assists in providing comprehensive disclosures.

Our expectations and goals align with the underlying belief that fossil fuels will not be eliminated from consumption, but rather there will be a global transition from relying primarily on fossil fuels to a more balanced approach that includes renewable energy, such as wind farms and other alternative fuels.

We emphasize constant improvement by establishing goals to reduce our environmental impact, improve our safety record and increase transparency for our stakeholders.

In 2021, we disclosed our GHG Emissions metrics for 2019 and 2020 and our reduction targets for GHG Emissions over a five-year period.

We understand that establishing these targets provides value to us as a company and is valued by those who support us, and we are committed to providing transparency with respect to our GHG Emissions.

In tandem with such disclosures and targets, we continued to expand our business with renewable energy customers.

Our business supports both the responsible transition from a carbon-based economy and extending the value and therefore the life cycle of underutilized wells, which in turn helps clients avoid drilling new wells.

These efforts are published in greater detail in our Corporate Sustainability Report, a copy of which is available on our website at www.helixesg.com/about-helix/our-company/corporate-sustainability .

HUMAN CAPITAL RESOURCES

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employees covered by collective bargaining agreements or similar arrangements.

We consider our overall relationships with our employees to be satisfactory.

We consider our overall relationships with our employees, suppliers and vendors to be satisfactory.

Further, we expect all employees to maintain a work environment free from harassment, discrimination and abuse, and one where employees treat each other with respect, dignity and courtesy.

Anti-Slavery and Anti-Human Trafficking

We are committed to ensuring that there is no modern slavery or human trafficking in our supply chains or in any part of our business.

These tenets are further described in our Human Rights Policy and our Supplier and Vendor Expectations, both of which are available on our website at www.helixesg.com/about-helix/our-company/corporate-governance .

Human Rights, Anti-Slavery and Anti-Human Trafficking

We are committed to respecting and protecting human rights everywhere we operate and expect similar standards of suppliers, vendors and partners, including requiring periodic assessments and audits to confirm there is no modern slavery or human trafficking in our supply chains or in any part of our business.

Our workplace policies and procedures demonstrate our commitment to acting ethically and with integrity in all our business relationships, and to implementing and enforcing effective systems and controls to prevent slavery and human trafficking from taking place anywhere in our supply chains.

In 2020, we implemented Anti-Human Trafficking training for employees to further arm our workforce with the tools to spot and prevent human trafficking.

Our Modern Slavery Statement is available on our website, located at https://www.helixesg.com/modern-slavery-statement .

We provide periodic Anti-Human Trafficking training for employees to further arm our workforce with the tools to spot and prevent human trafficking.

Our Modern Slavery Statement is available on our website, located at www.helixesg.com/modern-slavery-statement .

Employee Health and Safety

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Helix management actively encourages critical safety behaviors and employees to work in compliance with our goals to avoid injuries to people, environmental disturbances and damage to assets.

We empower our employees to feel safe and confident that their safety and the safety of those around them are our primary concern.

Our QHSE management systems and training programs were developed based on common industry work practices, and by employees with on-site experience who understand the risk and physical challenges of the offshore work environment.

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The nature of offshore operations requires our offshore crew members as well as our customers and vendors to periodically travel to and from vessels.

The ongoing COVID-19 pandemic has introduced challenges unlike any we have ever seen, and while we like everyone else have not been immune to the impact of the pandemic, our personnel have risen to the occasion.

We implemented numerous health and safety protocols in response to the pandemic, including personnel isolation and health screenings prior to travel and crew changes, a rigorous testing regime for all offshore personnel, limiting or altogether eliminating certain common areas aboard our vessels, mandatory face coverings, social distancing, extending the duration of certain offshore shifts to reduce travel and turnover, deep cleanings of our onshore facilities and offshore assets, and immediate quarantine and definitive response protocols in the event any personnel are showing or reporting any potential symptoms.

With these measures in place to protect our personnel, those partners with whom we work and their collective families, we have thus far managed to avoid major operational downtime related to the pandemic.

The ongoing COVID-19 pandemic continues to present challenges, and in response we have implemented numerous health and safety protocols, including a vaccine requirement for offshore personnel where legally permissible and practical, isolation and health screenings prior to offshore travel and crew changes, limiting or altogether eliminating certain common areas aboard our vessels, mandatory face coverings, social distancing, extending the duration of certain offshore shifts to reduce travel and turnover, and immediate quarantine and definitive response protocols in the event any personnel are showing or reporting any potential symptoms.

While many jurisdictions have substantially lifted restrictions in response to mass vaccination, we continue to closely monitor the COVID-19 pandemic and its evolving variants, and adjust our protocols based on the rate of spread in the communities where we operate and the COVID-19 vaccination status of our employees, customers, and vendors.

We continue to evolve our protocols to align with what we understand to be best practices designed to protect our personnel, those partners with whom we work and their collective families.

Employee Engagement, Diversity and Inclusion

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While these numbers provide valuable insight, the context surrounding these numbers provide an even clearer picture into our global workforce.

In April and December 2017, respectively, the Siem Helix 1 and the Siem Helix 2 commenced operations in Brazil.

The commencement of operations required the employment and new hire of sufficient quantities of individuals to man those vessels.

In November 2019, we took delivery of the Q7000 .

The mobilization of the Q7000 again required the hiring and employment of additional employees.

Over the past four years, we have commenced operations with three new vessels, which directly impacts the tenure percentages above and skews a greater number of employees into the zero-to-four years category.

The Siem Helix 1, the Siem Helix 2 and the Q7000 commenced operations in April 2017, December 2017 and January 2020, respectively.

The initial mobilization of these vessels required hiring of new crew and individuals, which directly impacts the tenure percentages above and skews a greater number of employees into the zero-to-four years category.

Training, Engagement and Improvement

We recognize that we must train our staff in order to be as prepared as possible to perform our operations safely.

Proper and recurring training is necessary so our staff can be as prepared as possible to perform our operations safely.

Our staff receives up to date and relevant training required for their jobs, and Helix leadership actively engages staff so that behaviors reflect the training and critical safety approach we all desire.

The initial vessel orientation for new hires is the first of many steps in shaping those behaviors.

Each vessel and shore-based employee is assigned a Qualifications and Training Matrix that specifies the qualifications and training that an employee is required to have for the applicable position.

All training is tracked annually and evaluated to confirm the quality of training.

Ongoing and thoughtful employee participation is a vital element in the success of our QHSE process.

While we believe in the strength and effectiveness of our QHSE programs, we continuously look at how we can improve our control of QHSE risks through the behavior and feedback of our employees.

Each vessel and shore-based employee is assigned a Qualifications and Training Matrix that specifies the qualifications and training that the employee is required to have for the applicable position.

Training is tracked annually and evaluated to confirm the quality of training.

Ongoing and thoughtful employee participation is a vital element in the success of our QHSE processes.

While we believe in the strength and effectiveness of our QHSE programs, we continuously review how we can improve our control of QHSE risks through the behavior and feedback of our employees.

Diversity and Inclusion

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Employing people with different backgrounds, experiences and perspectives makes Helix a stronger business.

To reinforce this commitment in the U.S.

we have implemented a blind hiring initiative through which Human Resources can mask certain identifying characteristics of new hire candidates at the initial stages of the hiring process, including characteristics that may identify a person’s gender, race, disability, ethnicity or nationality.

We are committed to attracting and retaining high-performing employees through this diverse talent base and evaluating and promoting throughout our organization based on skills and performance.

The most recent statistics showing the breakdown of how our employees self-identify their ethnicity is available in our Corporate Sustainability Report, a copy of which is available on our website at www.helixesg.com/about-helix/our-company/corporate-sustainability .

GOVERNMENT REGULATION

We provide services primarily in deepwater in the Gulf of Mexico, Brazil, North Sea, Asia Pacific and West Africa regions, and as such we are subject to numerous laws and regulations, including international treaties, flag state requirements, environmental laws and regulations, requirements for obtaining operating and navigation licenses, local content requirements, and other national, state and local laws and regulations in force in the jurisdictions in which our vessels and other assets operate or are registered, all of which can significantly affect the ownership and operation of our vessels and other assets.

Beginning in 2019 we operate end of life offshore oil and gas wells, some of which are producing and which we plan to ultimately decommission.

Being an operator of wells subjects us to additional regulatory oversight from the Bureau of Ocean Energy Management (“BOEM”) and the Bureau of Safety and Environmental Enforcement (“BSEE”).

Beginning in 2019 we operate end of life offshore oil and gas wells, some of which are producing and which ultimately we plan to decommission.

Being an owner and operator of wells subjects us to additional regulatory oversight from the Bureau of Ocean Energy Management (“BOEM”) and the Bureau of Safety and Environmental Enforcement (“BSEE”).

International Conventions

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These regimes are applicable in most countries where we operate;

however, the flag state and the country where we operate may impose additional requirements.

however, the vessel’s flag state and the country where we operate may impose additional requirements, as described below.

In addition, these conventions impose liability for certain environmental discharges, including strict liability in some cases.

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Continental Shelf in the North Sea is regulated by the Oil and Gas Authority (the “OGA”) in accordance with the Petroleum Act 1998.

The OGA controls all of the Petroleum Operations Notices with which we comply for various well intervention and subsea construction projects, as required.

The OGA controls the Petroleum Operations Notices with which we comply for various well intervention and subsea construction projects, as required.

The OGA also regulates the environmental requirements for our operations in the North Sea.

We comply as required by the Oil Pollution Prevention and Control Regulations 2005.

We comply with the Oil Pollution Prevention and Control Regulations 2005 as required.

In the North Sea, international regulations govern working hours and the working environment, as well as standards for diving procedures, equipment and diver health.

We also note that the U.K.’s exit from the EU may result in the imposition of new laws, rules or regulations affecting operations inside U.K.

We also note that the U.K.’s exit from the European Union (the “EU”) may result in the imposition of new laws, rules or regulations affecting operations inside U.K.

territorial waters.

Our operations in Brazil are predominantly regulated by the Brazilian National Agency of Petroleum, Natural Gas and Biofuels, the federal government agency responsible for the regulation of the oil sector.

Additional regulatory oversight is provided, among others, by the Brazilian Institute of the Environment and Renewable Natural Resources, which oversees Brazilian environmental legislation, implements the National Environmental Policy and exercises control and supervision of the use of natural resources, the Brazilian Health Regulatory Agency, which regulates products and services subject to health regulations, and the Ministry of Labor, which regulates a variety of subjects including work-related accident prevention and use of machinery and equipment.

Additional regulatory oversight is provided, among others, by the Brazilian Institute of the Environment and Renewable Natural Resources, which oversees Brazilian environmental legislation, implements the National Environmental Policy and exercises control and supervision of the use of natural resources, the Brazilian Health Regulatory Agency, which regulates products and services subject to health regulations, the Ministry of Labor, which regulates a variety of subjects including work-related accident prevention and the use of machinery and equipment, and the Brazilian Navy, which regulates maritime operations.

Operating Certification

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Local Content Requirements and Cabotage Rules

We are subject to local content requirements with respect to equipment and crews utilized in certain of our operations.

Governments in some countries, notably in Brazil and in the West Africa region, have become increasingly active in establishing and enforcing such requirements along with other aspects of the energy industries in their respective countries.

We are subject to local content requirements with respect to vessels, equipment and crews utilized in certain of our operations.

Governments in some countries, notably in Brazil and in the West Africa region, remain active in establishing and enforcing such requirements along with other aspects of the energy industries in their respective countries.

A number of jurisdictions where we operate require that certain work may only be performed by vessels built and/or registered in that jurisdiction.

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citizen seafarers may transport merchandise between points in the U.S.

The Jones Act has been applied to offshore oil and gas work in the U.S.

The Jones Act has been applied to offshore oil and gas and wind farm work in the U.S.

through interpretations by the CBP.

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Following the Deepwater Horizon incident in April 2010, BSEE implemented enhanced standards for companies engaged in the development of offshore oil and gas wells.

As an operator of wells, we are also required to have a BSEE-approved Oil Spill Response Plan.

In April 2016 BSEE issued the final Oil and Gas and Sulfur Operations in the Outer Continental Shelf-Blowout Preventer Systems and Well Control Rule, which updated requirements for equipment and operations for well control activities associated with drilling, completion, workover and decommissioning operations, and provided further guidance for the design and operation of remotely operated tools.

In May 2019, BSEE released revised regulations for well control and blowout preventer systems designed to improve operations on the OCS.

The regulations address offshore oil and gas drilling, completions, workovers, and decommissioning activities, and we have incorporated them into our operations.

As an owner and operator of wells located on the OCS, we are required to have a BSEE-approved Oil Spill Response Plan.

BSEE also oversees requirements relating to well control equipment utilized during intervention and decommissioning operations.

As a provider of well control equipment, we are subject to these regulations for operation, maintenance and surface and subsea testing of our equipment during intervention and decommissioning operations.

Other Regulatory Impact

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Numerous governmental departments issue rules and regulations to implement and enforce these laws that are often complex, costly to comply with, and carry substantial administrative, civil and possibly criminal penalties for compliance failure.

There is currently little uniformity among the regulations issued by the governmental agencies with authority over environmental regulation.

Under these laws and regulations, we may be liable for remediation or removal costs, damages, civil, criminal and administrative penalties and other costs associated with releases of hazardous materials (including oil) into the environment, and that liability may be imposed on us even if the acts that resulted in the releases were in compliance with all applicable laws at the time those acts were performed.

Some of the environmental laws and regulations that are applicable to our business operations are discussed below, but this discussion does not cover all environmental laws and regulations that govern or otherwise affect our operations.

Some of the environmental laws and regulations applicable to our business operations are discussed below, but this discussion does not cover all environmental laws and regulations that govern or otherwise affect our operations.

is one of approximately 175 member countries party to the International Maritime Organization (“IMO”), an agency of the United Nations responsible for developing measures to improve the safety and security of international shipping and to prevent marine pollution from ships.

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Violations can result in substantial civil and criminal penalties, as well as potential court injunctions that could curtail operations and cancel leases.

Current Compliance and Potential Material Impact

Current Compliance and Potential Impact

We believe that we are in compliance in all material respects with the applicable environmental laws and regulations to which we are subject.

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However, changes in environmental laws and regulations, changes in the ways such laws and regulations are interpreted or enforced, or claims for damages to persons, property, natural resources or the environment, could result in substantial costs and liabilities, and thus there can be no assurance that we will not incur significant environmental compliance costs or liabilities in the future.

Costs or liabilities related to environmental compliance could have a material adverse effect on our financial position, results of operations and cash flows, and could have a significant impact on our financial ability to carry out our operations.

INSURANCE MATTERS

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These hazards can cause marine and subsea operational equipment failures resulting in personal injury or loss of life, severe damage to and destruction of property and equipment, pollution or environmental damage and the suspension of operations.

Damages arising from such occurrences may result in claims.

Insurance may not be sufficient or effective under all circumstances or against all hazards to which we may be subject.

A successful claim for which we are not fully insured could have a material adverse effect on our financial position, results of operations and cash flows.

Damages arising from such occurrences may result in claims that could be significant.

As discussed below, we maintain insurance policies to cover some of our risk of loss associated with our operations.

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Our self-insured retention on our medical and health benefits program for employees is $300,000 per participant.

We also maintain Operator Extra Expense coverage that provides up to $150 million of coverage per each loss occurrence for a well control issue on oil and gas properties where we are the operator.

We maintain Operator Extra Expense coverage that provides up to $150 million of coverage per each loss occurrence for a well control issue on oil and gas properties where we are the operator.

Separately, we also maintain $500 million of liability insurance.

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Copies of this Annual Report for the year ended December 31, 2021, previous and subsequent copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and any amendments thereto, are or will be available free of charge at our website as soon as reasonably practicable after they are filed with, or furnished to, the SEC.

In addition, the “Investors” section of our website contains copies of our Code of Business Conduct and Ethics and our Code of Ethics for Chief Executive Officer and Senior Financial Officers.

In addition, the “For the Investor” section of our website contains copies of our Code of Business Conduct and Ethics and our Code of Ethics for Chief Executive Officer and Senior Financial Officers and our Corporate Sustainability Report.

We make our website content available for informational purposes only.

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The Internet address of the SEC’s website is www.sec.gov .

We satisfy the requirement under Item 5.05 of Form 8-K to disclose any amendments to our Code of Business Conduct and Ethics and our Code of Ethics for Chief Executive Officer and Senior Financial Officers and any waiver from any provision of those codes by posting that information in the “Investors” section of our website at www.HelixESG.com .

From time to time, we also provide information about Helix on social media, including on Facebook ( www.facebook.com/HelixEnergySolutionsGroup ), Instagram ( www.instagram.com/helixenergysolutions ), LinkedIn ( www.linkedin.com/company/helix-energy-solutions-group ) and Twitter (@Helix_ESG).

We satisfy the requirement under Item 5.05 of Form 8-K to disclose any amendments to our Code of Business Conduct and Ethics and our Code of Ethics for Chief Executive Officer and Senior Financial Officers and any waiver from any provision of those codes by posting that information in the “For the Investor” section of our website at www.helixesg.com .

CERTAIN DEFINITIONS

18 unchanged sentences

An IRS can be utilized for wireline intervention, production logging, coiled tubing operations, well stimulation, and full plug and abandonment operations, and provides well control in order to safely access the well bore for these activities.

Intervention system:

A subsea system that establishes a direct connection from a well intervention vessel to a subsea well in order to provide well control to safely access the well bore for well intervention activities.

Intervention systems include Intervention Riser Systems (IRSs), Subsea Intervention Lubricators (SILs) and the Riserless Open-water Abandonment Module (ROAM).

Plug and Abandonment (P&A):

P&A operations usually consist of placing several cement plugs in the wellbore to isolate the reservoir and other fluid-bearing formations when a well reaches the end of its lifetime.

P&A operations usually consist of placing several cement plugs in the well bore to isolate the reservoir and other fluid-bearing formations when a well reaches the end of its lifetime.

Quality, Health, Safety and Environmental programs designed to protect the environment, safeguard employee health and avoid injuries.

4 unchanged sentences

A robotic vehicle used to complement, support and increase the efficiency of diving and subsea operations and for tasks beyond the capability of manned diving operations.

A coring system deployed with an ROV system capable of taking cores from the seafloor in water depths up to 10,000 feet.

Because the ROV system operates from the seafloor there is no need for surface drilling strings or the larger support spreads required for conventional coring.

ROV also includes ROVDrill, a seabed-based geotechnical investigation system deployed with an ROV system capable of taking cores from the seafloor in water depths up to 6,500 feet.

Saturation diving:

Divers working from special chambers for extended periods at a pressure equivalent to the pressure at the work site, required for work in water depths between 200 and 1,000 feet.

Divers working from special chambers for extended periods at a pressure equivalent to the pressure at the work site, generally required for work in water depths between 200 and 1,000 feet.

Spot vessels:

Vessels not owned or under long-term charter but contracted on a short-term basis to perform specific projects.

Vessels not owned or under long-term charter but contracted on a short-term basis typically to perform specific projects.

Subsea Intervention Lubricator (SIL):

2 unchanged sentences

Trencher or trencher system:

A subsea robotics system capable of providing post-lay trenching, inspection and burial and maintenance of submarine cables and flowlines in water depths of 30 to 7,200 feet across a range of seabed and environmental conditions.

A subsea robotics system capable of providing post-lay trenching, inspection, burial and maintenance of submarine cables, flowlines and umbilicals in water depths of 30 to 7,200 feet across a range of seabed and environmental conditions.

Well intervention services :

2 unchanged sentences

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 1. Business