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Item 1. Business

2023-02-24 compared with 2022-02-24 · 103 added, 81 removed, 290 unchanged (39% of the section changed)

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(together with its subsidiaries, unless context requires otherwise, “Helix,” the “Company,” “we,” “us” or “our”) was incorporated in 1979 and in 1983 was re-incorporated in the state of Minnesota.

We are an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention and robotics operations.

Traditionally, our services have covered the lifecycle of an offshore oil or gas field.

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

We are an international offshore energy services company that provides specialty services to the offshore energy industry, with a focus on well intervention, robotics and full-field decommissioning operations.

Our services are centered on a three-legged business model well positioned to facilitate global energy transition by maximizing production of remaining oil and gas reserves, supporting renewable energy developments and decommissioning end-of-life oil and gas fields.

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

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OUR OPERATIONS

We have three reportable business segments:

Well Intervention, Robotics and Production Facilities.

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 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.

We provide a range of services to the oil and gas and renewable energy markets primarily in the Gulf of Mexico, U.S.

East Coast, Brazil, North Sea, Asia Pacific and West Africa regions.

We have expanded our service capabilities to the Gulf of Mexico shelf with the acquisition of the Alliance group of companies (collectively “Alliance”) on July 1, 2022, which we have re-branded as Helix Alliance.

Our services are segregated into four reportable business segments:

Well Intervention, Robotics, Production Facilities and our new reporting segment, Shallow Water Abandonment, which was formed in the third quarter 2022 comprising the Helix Alliance business.

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.

Our Robotics segment provides trenching, seabed clearance, offshore construction and 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 Robotics segment includes remotely operated vehicles (“ROVs”), trenchers, the IROV boulder grab and robotics support vessels under term charters as well as spot vessels as needed.

Our Shallow Water Abandonment segment provides services in support of the upstream and midstream ‎industries predominantly in the Gulf of Mexico shelf, through offshore oilfield decommissioning and ‎reclamation, project management, engineered solutions, intervention, maintenance, repair, heavy lift and commercial diving services.

Our Shallow Water Abandonment segment includes a diversified fleet of marine assets including liftboats, offshore supply vessels (“OSVs”), dive support vessels (“DSVs”), a heavy lift derrick barge, a crew boat and plug and abandonment (“P&A”) and coiled tubing systems.

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.

See Note 15 for financial results related to our business segments.

Services we currently offer to the offshore oil and gas market worldwide include:

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production enhancement;

coiled tubing operations;

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

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Reclamation and remediation services;

well plug and abandonment (“P&A”) services;

pipeline abandonment services;

well P&A services;

pipeline, cable and umbilical abandonment services;

and site inspections.

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● Site Clearance.

Site preparation for construction of offshore wind farms, underwater unexploded ordnance identification and disposal and boulder relocation.

Cable protection via jetting and/or cutting by self-propelled trenching ROVs.

Site preparation for construction of offshore wind farms, including boulder relocation and underwater unexploded ordnance identification and disposal.

Cable burial via jetting and/or cutting by self-propelled trenching ROVs and plough trenching.

● Subsea Support.

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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 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 purpose-built well intervention vessels serve as work platforms and 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, 10 intervention systems and various equipment, providing services primarily in the Gulf of Mexico, Brazil, the North Sea and West Africa.

Our well intervention business currently includes seven purpose-built well intervention vessels and 12 intervention systems (including two recently acquired deepwater IRSs) providing services primarily in the Gulf of Mexico, Brazil, the North Sea and West Africa, with expansion into Asia Pacific.

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 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.

The Q5000 riser-based semi-submersible well intervention vessel commenced operations in the Gulf of Mexico in 2015.

In Brazil, we provide well intervention services with the Siem Helix 1 and Siem Helix 2 vessels under long-term charter from Siem Offshore AS (“Siem”).

The Siem Helix 1 , which commenced operations in April 2017, completed its four-year contract with Petróleo Brasileiro S.A.

(“Petrobras”) in 2021 and worked on short-term accommodations and ROV projects prior to commencing a long-term P&A project for Trident Energy do Brasil Ltda.

(“Trident”) starting December 2022.

The Siem Helix 2 commenced operations for Petrobras in December 2017 and is under contract through at least December 2024.

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

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

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.

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

The Nigeria campaign completed in 2022 and the vessel is currently mobilizing for decommissioning campaigns in Asia Pacific and Brazil.

Our Subsea Services Alliance with SLB 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 SLB 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 operates globally, with primary operations in the Gulf of Mexico, North Sea, West Africa and Asia Pacific regions.

Our robotics business operates globally, with primary operations in the North Sea, Gulf of Mexico, U.S.

East Coast, Asia Pacific, Brazil and West Africa 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, 2021, our robotics assets included 43 work-class ROVs and four trenchers.

As of December 31, 2022, our robotics assets included 41 work class ROVs, seven trenchers (including three recently acquired trenchers) and the IROV boulder grab.

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

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As the level of activity for offshore renewable energy projects, including wind farm projects, has increased, so has the need for reliable services and related equipment.

Historically, this work was performed by barges and other similar vessels, but these types of services are increasingly being contracted to vessels more suitable for harsh offshore weather conditions, especially in Northern Europe where offshore wind farming is currently concentrated.

We provide burial services related to subsea power cable installations as well as seabed clearing services around the world using our chartered vessels, ROVs and trenchers.

Historically, this work was performed by barges and other similar vessels, but these types of services are increasingly being contracted to vessels more suitable for harsh offshore weather conditions, especially in the North Sea where offshore wind farming is currently concentrated.

We provide cable burial services related to subsea power cable installations as well as seabed clearing and site preparation services around the world using our chartered vessels, trenchers and ROVs.

In 2022, revenues derived from offshore renewable energy contracts accounted for 43% of our global Robotics segment revenues.

We believe that over the long term our robotics business is positioned to continue providing services to a range of clients in the renewable energy market.

Shallow Water Abandonment

In July 2022, we completed the acquisition of Alliance, a vertically integrated company specializing in comprehensive offshore oilfield decommissioning services predominantly in the Gulf of Mexico shelf.

Helix Alliance’s decommissioning offerings include well plugging and abandonment, subsea infrastructure flushing and abandonments (or removals), platform decommissioning and structure removals, and subsea site clearance, and engineering, permitting and project management.

In addition to its end-of-life decommissioning services, Helix Alliance offers services to support the full life cycle of offshore upstream and midstream industries, including oil and gas production through well intervention, coiled tubing and pumping;

installations and construction;

Production Facilities

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.

The HP I has been under contract to the Phoenix field operator since February 2013 and is currently under an agreement through at least June 1, 2024.

We developed the HFRS in 2011 as a culmination of our experience as a responder in the 2010 Macondo well control and containment efforts.

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We are under agreement through March 31, 2024 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 of these wells.

Our Production Facilities segment includes mature deepwater offshore wells, including two remaining wells acquired from Marathon Oil Corporation (“Marathon Oil”) in January 2019, for which Marathon Oil agreed to pay us certain amounts as we complete the related P&A work, and three wells and related subsea infrastructure acquired from MP Gulf of Mexico, LLC (“MP GOM”), a joint venture controlled by Murphy Exploration & Production Company – USA, in August 2022.

GEOGRAPHIC AREAS

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

Our North Sea operations are subject to seasonal changes in demand, which generally peaks in the summer months and declines in the winter months.

We primarily operate in the Gulf of Mexico, U.S.

East Coast, Brazil, North Sea, Asia Pacific and West Africa regions.

Our North Sea operations and our Gulf of Mexico shelf operations related to Helix Alliance are usually subject to seasonal changes in demand, which generally peaks in the summer months and declines in the winter months.

See Note 14 for revenues as well as property and equipment by geographic location.

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

2022 — Shell (15%);

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

2020 — Petrobras (28%) and BP (17%);

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

and 2020 — Petrobras (28%) and BP (17%).

We provided services to over 80 customers in 2022.

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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 well intervention include AKOFS Offshore, Baker Hughes, C-Innovation, Expro, FTAI, Oceaneering, TechnipFMC, Trendsetter 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 principal competitors in shallow water abandonment include Aries Marine, C-Dive, Cardinal Services, Chet Morrison, Crescent Energy Services, Laredo Offshore Services, Manson Gulf, Offshore Liftboats, Offshore Marine Contractors, Seacor, Shore Offshore, Supreme Energy, Turnkey Offshore Project Services and White Fleet.

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

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

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.

Safety, Sustainability and Value Creation – our core goals – support our vision as a preeminent offshore energy transition company.

ESG initiatives and disclosures are embedded in these business values and priorities 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 (the “Governance Committee”) 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.

Sustainability is reviewed on an ongoing basis in conjunction with environmental, health and safety, and social matters at each Governance Committee meeting.

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 .

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

In 2022, we disclosed our GHG Emissions metrics for 2019, 2020 and 2021 and our reduction targets for GHG Emissions by 2024.

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

In tandem with such disclosures and targets, we continued to support renewable energy through our three-legged business model well positioned to facilitate global energy transition by maximizing production of remaining oil and gas reserves, supporting renewable energy developments and decommissioning end-of-life oil and gas fields.

Our services facilitate 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 most recent 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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As of December 31, 2022, we had 2,280 employees.

Of our total employees, we had 310 non-U.S.

employees covered by collective bargaining agreements or similar arrangements.

Of our total employees, we had 447 employees covered by collective bargaining agreements or similar arrangements.

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

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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.

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

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

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

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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.

The management systems of our business units have been independently assessed and registered compliant with ISO 9001 (Quality Management Systems) and ISO 14001 (Environmental Management Systems).

Our safety management systems were created in accordance with OHSAS 45001.

Certain management systems of our business units have been independently assessed and registered compliant with ISO 9000 (Quality Management Systems), ISO 14001 (Environmental Management Systems), and ISO 45001 (Occupational Health and Safety Management Systems).

Health and Safety during COVID-19

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 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.

In response to the COVID-19 pandemic, both Helix and Alliance implemented numerous health and safety protocols.

In light of updated guidance pertaining to the COVID-19 pandemic, rates of community transmission, and widespread vaccination, 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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We track tenure and voluntary employee turnover.

We then use this data to develop our human capital strategy.

In 2021, 63% of our workforce had been with the Company for five years or longer, and our global voluntary turnover rate was 12.4%.

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

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.

We then use this data to develop our human capital management strategy.

As of December 31, 2022, 57% of our workforce had been with Helix for five years or longer, and our global voluntary turnover rate was 12.5% (excluding employees added through our Alliance acquisition, which closed on July 1, 2022).

Training, Engagement and Improvement

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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.

To reinforce this commitment in the U.S., our Houston office 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 .

The latest statistics showing the breakdown of how our employees (excluding employees added through our Alliance acquisition, which closed on July 1, 2022) self-identify their ethnicity is available in our most recent Corporate Sustainability Report, a copy of which is available on our website at www.helixesg.com/about-helix/our-company/corporate-sustainability .

Board Diversity

As part of a long-standing refreshment process, the Governance Committee of our Board remained engaged in a search for additional independent directors with the diverse characteristics sought by our Board and in September 2022, our Board added two new gender and ethnically diverse members.

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 ultimately we plan to decommission.

We provide services primarily in the Gulf of Mexico, U.S.

East Coast, 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 mature 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”).

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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.

Governments in some countries, notably in Australia, 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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We maintain Hull and Increased Value insurance, which provides coverage for physical damage up to an agreed amount for each vessel.

The deductibles are $1 million on the Q4000 , the Q5000 , the Q7000 , the HP I and the Well Enhancer , and $500,000 on the Seawell .

In addition to the primary deductibles, the vessels are subject to an annual aggregate deductible of $5 million.

We also carry Protection and Indemnity (“P&I”) insurance, which covers liabilities arising from the operation of vessels, and General Liability insurance, which covers liabilities arising from construction operations.

Our current deductible on the P&I Liability is $100,000 per occurrence and $250,000 per occurrence on the General Liability.

Onshore employees are covered by Workers’ Compensation.

Offshore employees and marine crews are covered by a Maritime Employers Liability (“MEL”) insurance policy, which covers Jones Act exposures and currently includes a deductible of $250,000 per occurrence.

In addition to the liability policies described above, we currently carry various layers of Umbrella Liability for total limits of $500 million in excess of primary limits as well as OPA insurance for our offshore oil and gas properties with $35 million of coverage as required by BOEM.

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

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.

For any given oil spill event we maintain up to $650 million of insurance coverage.

Offshore employees and marine crews are covered by a Maritime Employers Liability (“MEL”) insurance policy, which covers Jones Act exposures.

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

In addition to the liability policies described above, we currently carry various layers of Umbrella Liability in excess of primary limits as well as OPA insurance for our offshore oil and gas properties with coverage as required by BOEM.

In addition, we maintain a separate insurance program for Helix Alliance, which provides physical damage coverage up to an agreed amount for each vessel.

Helix Alliance onshore employees are covered by Workers’ Compensation, and Helix Alliance offshore employees and marine crews are covered by MEL insurance policy, which covers Jones Act exposures.

We also carry a General Liability policy which covers liability arising from operations.

In addition to the liability policies described above, we currently carry various layers of Umbrella Liability.

We customarily have agreements with our customers and vendors in which each contracting party is responsible for its respective personnel.

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With respect to well work contracted to us, the customer is typically contractually responsible for pollution emanating from the well.

We separately maintain additional coverage for an amount up to $100 million that would cover us under certain circumstances against any such third-party claims associated with well control events.

We separately maintain additional coverage that would cover us under certain circumstances against any such third-party claims associated with well control events.

We receive workers’ compensation, MEL and other insurance claims in the normal course of business.

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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 .

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 ), Twitter (@Helix_ESG) and YouTube ( www.youtube.com/user/HelixEnergySolutions ).

CERTAIN DEFINITIONS

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Its functions include the development and enforcement of safety and environmental regulations, permitting offshore exploration, development and production, inspections, offshore regulatory programs, oil spill response and newly formed training and environmental compliance programs.

Coiled tubing system:

A continuous length of steel tubing (coiled tubing), typically between 1” and 3.25” in diameter, wound onto a large reel together with an injector head, control console, power supply and well control stack.

The coiled tubing is run inside a well’s production tubing primarily for debris cleanout, pumping fluids or fishing operations though there are numerous other applications.

Decommissioning:

The process of plugging and abandoning oil and gas wells and removing all associated infrastructure (pipelines, platforms, etc.).

This is the final stage of oil and gas operations and typically occurs when all of the associated wells have reached the end of their useful production lives.

Water depths exceeding 1,000 feet.

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Loss of position should not occur from any single failure.

Dive support vessel (DSV):

A vessel used as a floating base for commercial diving projects, with the basic requirements to keep station accurately and reliably throughout the diving operation.

Heavy lift derrick barge:

A vessel with a crane capacity to lift large, heavy objects, primarily used for installation or removal of large offshore structures.

Lifting capacities typically range from 500 to over 2,000 tons, compared to construction vessels which generally have less than 250 ton lifting capacity.

Intervention Riser System (IRS):

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

A self-propelled offshore vessel with moveable legs capable of elevating its hull above the surface of the sea to create a stable working platform as opposed to a floating vessel.

These vessels are equipped with living quarters, open deck space and at least one crane for lifting operations.

Offshore support vessel (OSV):

A specially designed vessel for the logistical servicing of offshore platforms and subsea installations.

Plug and Abandonment (P&A):

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.

A set of surface equipment, typically consisting of wireline, pumps, cement blenders and tanks, that is used for placement of mechanical and/or cement plugs in the well bore to P&A a well.

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

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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.

Shallow water:

Generally, water depths less than 1,000 feet, including the Gulf of Mexico shelf.

Site clearance:

Activities utilizing ROVs for the safe removal of obstructions, such as boulders, unexploded ordnance (UXOs) and debris, that would inhibit the construction of an offshore wind farm.

Spot vessels:

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

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

Subsea Intervention Lubricator (SIL):

7 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