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Item 9A. Controls and Procedures

2024-02-29 compared with 2023-02-24 · 33 added, 24 removed, 274 unchanged (17% 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, 2023 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

(b) During the three-month period ended December 31, 2023 , no director or “officer” of Helix adopted or terminated a “Rule 10 b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

21 unchanged sentences

Financial Statements

The following financial statements included on pages 47 through 84 in this Annual Report are for the fiscal year ended December 31, 2022.

The following financial statements included on pages 47 through 83 of this Annual Report are for the fiscal year ended December 31, 2023.

● Report of Independent Registered Public Accounting Firm

15 unchanged sentences

Exhibit 3.1 to the Current Report on Form 8-K filed on September 28, 2006 (001-32936)

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

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

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

Filed herewith

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.

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.

23 unchanged sentences

Exhibit 4.2 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)

Second Supplemental Indenture, dated as of March 20, 2018, by and between Helix Energy Solutions Group, Inc.

4 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.

7 unchanged sentences

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

Exhibit 4.32 to the Annual Report on Form 10-K filed on February 24, 2023 (001-32936)

Amendment No.

2, dated as of June 23, 2023, to Loan, Security and Guaranty 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., Alliance Offshore, L.L.C., Triton Diving Services, LLC, Alliance Energy Services, LLC, 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, as previously amended.

Exhibit 4.1 to the Current Report on Form 8-K filed on June 23, 2023 (001-32936)

Exhibit Number

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

Amendment No.

3, dated as of November 15, 2023, to Loan, Security and Guaranty 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., Alliance Offshore, L.L.C., Triton Diving Services, LLC, Alliance Energy Services, LLC, 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, as previously amended.

Exhibit 4.1 to the Current Report on Form 8-K filed on November 15, 2023 (001-32936)

Indenture, dated as of December 1, 2023, by and among Helix Energy Solutions Group, Inc., the guarantors listed therein 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 December 1, 2023 (001-32936)

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.

11 unchanged sentences

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

Exhibit Number

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

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

26 unchanged sentences

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)

Purchase Agreement, dated November 16, 2023, among Helix Energy Solutions Group, Inc., guarantors party thereto and Wells Fargo Securities, LLC, as representative of the several initial purchasers named therein.

Exhibit 10.1 to the Current Report on Form 8-K filed on November 17, 2023 (001-32936)

Form of Purchase Agreement with certain holders of 6.75% Convertible Senior Notes due 2026.

Exhibit 10.1 to the Current Report on Form 8-K filed on December 6, 2023 (001-32936)

Form of Exchange Agreement with certain holders of 6.75% Convertible Senior Notes due 2026.

Exhibit 10.2 to the Current Report on Form 8-K filed on December 6, 2023 (001-32936)

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

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

Exhibit Number

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

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

Mandatory Recoupment Policy.

Exhibit 99.1 to the Current Report on Form 8-K filed on September 20, 2023 (001-32936)

XBRL Instance Document.

50 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 9A. Controls and Procedures