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Item 9A. Controls and Procedures

2023-02-24 compared with 2022-02-24 · 36 added, 32 removed, 262 unchanged (21% of the section changed)

3 unchanged sentences

Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of December 31, 2022 to provide reasonable assurance that the information required to be disclosed in our reports under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As disclosed in Note 3 to the audited consolidated financial statements, we acquired Alliance on July 1, 2022.

Helix Alliance’s total revenues constituted approximately 14.3% of total consolidated revenues as shown on our consolidated statement of operations for the year ended December 31, 2022.

Helix Alliance’s total assets constituted approximately 8.7% of total consolidated assets as shown on our consolidated balance sheet as of December 31, 2022.

We excluded Helix Alliance’s disclosure controls and procedures that are subsumed by its internal control over financial reporting from the scope of management's assessment of the effectiveness of our disclosure controls and procedures.

This exclusion is in accordance with the guidance issued by the Staff of the Securities and Exchange Commission that an assessment of recent business combinations may be omitted from management's assessment of internal control over financial reporting for one year following the acquisition.

We are in the process of implementing financial reporting controls and procedures at Helix Alliance as part of our ongoing integration activities.

Helix Alliance currently maintains separate accounting systems and is expected to convert to Helix’s accounting systems no later than June 30, 2023.

The consolidated financial statements presented in this Annual Report on Form 10-K were prepared using information obtained from these separate accounting systems.

(b) Management’s Report on Internal Control over Financial Reporting.

12 unchanged sentences

Other Information

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

41 unchanged sentences

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.

9 unchanged sentences

Exhibit 4.4 to the Form S-3 filed on February 26, 2003 (333-103451)

Exhibit Number

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

Amendment No.

35 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.

6 unchanged sentences

Exhibit 4.1 to the Current Report on Form 8-K filed on February 11, 2016 (001-32936)

Exhibit Number

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

Amended and Restated Credit Agreement dated June 30, 2017, by and among Helix Energy Solutions Group, Inc.

20 unchanged sentences

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.

7 unchanged sentences

Exhibit 4.1 to the Current Report on Form 8-K filed on August 14, 2020 (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 August 14, 2020, by and between Helix Energy Solutions Group, Inc.

3 unchanged sentences

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

Amendment No.

1, dated as of July 1, 2022, to Loan, Security and Guaranty Agreement, 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 guarantors party thereto, the lenders party thereto, and Bank of America, N.A., as agent and security trustee for the lenders .

Exhibit 4.1 to the Current Report on Form 8-K filed on July 1, 2022 (001-32936)

Letter Agreement, dated as of January 25, 2023, to Loan, Security and Guaranty Agreement, 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 guarantors party thereto, the lenders party thereto, and Bank of America, N.A., as agent and security trustee for the lenders .

Filed herewith

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

12 unchanged sentences

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

Exhibit Number

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

Employment Agreement between Owen Kratz and the Company dated February 28, 1999.

5 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.

Johnson and the Company dated November 17, 2008.

Exhibit 10.3 to the Current Report on Form 8-K filed on November 19, 2008 (001-32936)

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

and Alisa Johnson dated May 1, 2019.

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

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

26 unchanged sentences

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

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

and Jurong Shipyard Pte Ltd.

Exhibit 10.1 to the Current Report on Form 8-K filed on September 13, 2013 (001-32936)

Amendment No.

1, dated as of June 8, 2015, to Construction Contract between Helix Q7000 Vessel Holdings S.à r.l.

and Jurong Shipyard Pte Ltd.

Exhibit 10.1 to the Current Report on Form 8-K filed on June 11, 2015 (001-32936)

Amendment No.

2, dated December 2, 2015, to Construction Contract between Helix Q7000 Vessel Holdings S.à r.l.

and Jurong Shipyard Pte Ltd.

Exhibit 10.1 to the Current Report on Form 8-K filed on December 7, 2015 (001-32936)

Amendment No.

3, dated November 15, 2017, to Construction Contract between Helix Q7000 Vessel Holdings S.à r.l.

and Jurong Shipyard Pte Ltd.

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.

Exhibit 10.1 to the Current Report on Form 8-K filed on January 6, 2015 (001-32936)

Equity Purchase Agreement, dated as of May 16, 2022, by and among Helix Alliance Decom, LLC, Stephen J.

Williams and Helix Energy Solutions Group, Inc.

(solely for purposes of Sections 1.05(d) and 6.14) .

Exhibit 2.1 to the Current Report on Form 8-K filed on July 1, 2022 (001-32936)

Exhibit Number

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

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

Filed herewith

Exhibit 14.1 to the 2021 Form 10-K filed on February 24, 2022 (001-32936)

List of Helix’s Subsidiaries.

8 unchanged sentences

Furnished herewith

Unaudited Pro Forma Condensed Combined Financial Information of Helix for the year ended December 31, 2022.

Filed herewith

XBRL Instance Document.

39 unchanged sentences

Amerino Gatti

/s/ DIANA GLASSMAN

February 23, 2023

Diana Glassman

/s/ PAULA HARRIS

February 23, 2023

1 unchanged sentence

February 23, 2023

/s/ WILLIAM L.

1 unchanged sentence

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