What changed in this filing

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Item 9A. Controls and Procedures

2022-02-24 compared with 2021-02-25 · 38 added, 24 removed, 256 unchanged (19% of the section changed)

22 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 (which can be accessed by clicking the “Investors” tab and then the “Governance” tab).

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

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

18 unchanged sentences

● Consolidated Statements of Operations for the Years Ended December 31, 2021, 2020 and 2019

• Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2020, 2019 and 2018

● Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2021, 2020 and 2019

● Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2021, 2020 and 2019

4 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.

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

Exhibit Number

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

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

3 unchanged sentences

Description of Securities Registered Pursuant to Section 12(g) of the Exchange Act of 1934.

Filed Herewith

Exhibit 4.1 to the Annual Report on Form 10-K filed on February 25, 2021 (001-32936)

Form of Common Stock certificate.

Exhibit 4.7 to the Form 8-A filed on June 30, 2006 (001-32936)

Exhibit Number

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

Credit Agreement among Cal Dive I-Title XI, Inc., GOVCO Incorporated, Citibank N.A.

40 unchanged sentences

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

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.

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 March 12, 2012 (001-32936)

Credit Agreement dated June 19, 2013 by and among Helix Energy Solutions Group, Inc., as borrower, Bank of America, N.A., as administrative agent, swing line lender and letters of credit issuer, and other lender parties named thereto.

4 unchanged sentences

Exhibit 4.1 to the Current Report on Form 8-K filed on May 14, 2015 (001-32936)

Exhibit Number

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

Amendment No.

25 unchanged sentences

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)

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

1 unchanged sentence

Exhibit 4.1 to the Current Report on Form 8-K filed on November 1, 2016 (001-32936)

Exhibit Number

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

First Supplemental Indenture, dated as of November 1, 2016, by and between Helix Energy Solutions Group, Inc.

10 unchanged sentences

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

Loan, Guaranty and Security Agreement, dated as of September 30, 2021, among Helix Energy Solutions Group, Inc., Helix Well Ops Inc., Helix Robotics Solutions, Inc., Deepwater Abandonment Alternatives, Inc., Helix Well Ops (U.K.) Limited and Helix Robotics Solutions Limited as Borrowers, the Lenders from time to time party thereto, and Bank of America, N.A.

Exhibit 4.1 to the Current Report on Form 8-K filed on October 1, 2021 (001-32936)

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

19 unchanged sentences

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

Exhibit Number

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

Employment Agreement between Alisa B.

7 unchanged sentences

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.

38 unchanged sentences

Exhibit 10.1 to the Current Report on Form 8-K filed on November 20, 2017 (001-32936)

Exhibit Number

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

Strategic Alliance Agreement dated January 5, 2015 among Helix Energy Solutions Group, Inc., OneSubsea LLC, OneSubsea B.V., Schlumberger Technology Corporation, Schlumberger B.V., and Schlumberger Oilfield Holdings Ltd.

1 unchanged sentence

Code of Ethics for Chief Executive Officer and Senior Financial Officers.

Exhibit 14.1 to the Annual Report on Form 10-K filed on February 23, 2018

Filed herewith

List of Helix’s Subsidiaries.

6 unchanged sentences

Filed herewith

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

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

24 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.

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 25, 2021

/s/ OWEN KRATZ

President, Chief Executive Officer and Director

February 24, 2022

(principal executive officer)

/s/ ERIK STAFFELDT

Executive Vice President and Chief Financial Officer

February 24, 2022

Erik Staffeldt

/s/ AMERINO GATTI Director February 25, 2021

(principal financial officer)

/s/ BRENT ARRIAGA

Chief Accounting Officer and Corporate Controller

February 24, 2022

Brent Arriaga

(principal accounting officer)

/s/ AMERINO GATTI

February 24, 2022

Amerino Gatti

LOVOI Director February 25, 2021

NELSON Director February 25, 2021

RASK Director February 25, 2021

February 24, 2022

/s/ WILLIAM L.

TRANSIER Director February 25, 2021

WATT Director February 25, 2021

February 24, 2022

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