HELIX ENERGY SOLUTIONS GROUP INC
For the period ended Dec 31, 2023. Filed Feb 29, 2024.
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FY2023 · Filed Feb 29, 2024
HOS$5.22-3.0%Stored close · as of Nov 10, 2026
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Item 15. Exhibits and Financial Statement Schedules
Item 15. Exhibit and Financial Statement Schedules
| (1) | Financial Statements |
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 |
| ● | Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting |
| ● | Consolidated Balance Sheets as of December 31, 2023 and 2022 |
| ● | Consolidated Statements of Operations for the Years Ended December 31, 2023, 2022 and 2021 |
| ● | Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2023, 2022 and 2021 |
| ● | Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2023, 2022 and 2021 |
| ● | Consolidated Statements of Cash Flows for the Years Ended December 31, 2023, 2022 and 2021 |
| ● | Notes to Consolidated Financial Statements |
All financial statement schedules are omitted because the information is not required or because the information required is in the financial statements or notes thereto.
| (2) | Exhibits |
The documents set forth below are filed or furnished herewith or incorporated by reference to the location indicated. 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) | ||
| 3.1 | | 2005 Amended and Restated Articles of Incorporation, as amended, of registrant. | | Exhibit 3.1 to the Current Report on Form 8-K filed on March 1, 2006 (000-22739) |
| 3.2 | | Second Amended and Restated By-Laws of Helix, as amended. | | Exhibit 3.1 to the Current Report on Form 8-K filed on September 28, 2006 (001-32936) |
| 4.1 | | Description of Securities Registered Pursuant to Section 12 of the Exchange Act of 1934. | | Filed herewith |
| 4.2 | | Form of Common Stock certificate. | | Exhibit 4.7 to the Form 8-A filed on June 30, 2006 (001-32936) |
| | | | | |
| Exhibit Number | Description | Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number) | ||
| 4.3 | | Credit Agreement among Cal Dive I-Title XI, Inc., GOVCO Incorporated, Citibank N.A. and Citibank International LLC dated as of August 16, 2000. | | Exhibit 4.4 to the 2001 Form 10-K filed on March 28, 2002 (000-22739) |
| 4.4 | | Amendment No. 1 to Credit Agreement among Cal Dive I-Title XI, Inc., GOVCO Incorporated, Citibank N.A. and Citibank International LLC dated as of January 25, 2002. | | Exhibit 4.9 to the 2002 Form 10-K/A filed on April 8, 2003 (000-22739) |
| 4.5 | | Amendment No. 2 to Credit Agreement among Cal Dive I-Title XI, Inc., GOVCO Incorporated, Citibank N.A. and Citibank International LLC dated as of November 15, 2002. | | Exhibit 4.4 to the Form S-3 filed on February 26, 2003 (333-103451) |
| 4.6 | | Amendment No. 3 Credit Agreement among Cal Dive I-Title XI, Inc., GOVCO Incorporated, Citibank N.A. and Citibank International LLC dated as of July 31, 2003. | | Exhibit 4.12 to the 2004 Form 10-K filed on March 16, 2005 (000-22739) |
| 4.7 | | Amendment No. 4 to Credit Agreement among Cal Dive I-Title XI, Inc., GOVCO Incorporated, Citibank N.A. and Citibank International LLC dated as of December 15, 2004. | | Exhibit 4.13 to the 2004 Form 10-K filed on March 16, 2005 (000-22739) |
| 4.8 | | Trust Indenture, dated as of August 16, 2000, between Cal Dive I-Title XI, Inc. and Wilmington Trust, as Indenture Trustee. | | Exhibit 4.1 to the Current Report on Form 8-K filed on October 6, 2005 (000-22739) |
| 4.9 | | Supplement No. 1 to Trust Indenture, dated as of January 25, 2002, between Cal Dive I-Title XI, Inc. and Wilmington Trust, as Indenture Trustee. | | Exhibit 4.2 to the Current Report on Form 8-K filed on October 6, 2005 (000-22739) |
| 4.10 | | Supplement No. 2 to Trust Indenture, dated as of November 15, 2002, between Cal Dive I-Title XI, Inc. and Wilmington Trust, as Indenture Trustee. | | Exhibit 4.3 to the Current Report on Form 8-K filed on October 6, 2005 (000-22739) |
| 4.11 | | Supplement No. 3 to Trust Indenture, dated as of December 14, 2004, between Cal Dive I-Title XI, Inc. and Wilmington Trust, as Indenture Trustee. | | Exhibit 4.4 to the Current Report on Form 8-K filed on October 6, 2005 (000-22739) |
| 4.12 | | Supplement No. 4 to Trust Indenture, dated September 30, 2005, between Cal Dive I-Title XI, Inc. and Wilmington Trust, as Indenture Trustee. | | Exhibit 4.5 to the Current Report on Form 8-K filed on October 6, 2005 (000-22739) |
| 4.13 | | Form of United States Government Guaranteed Ship Financing Bonds, Q4000 Series 4.93% Sinking Fund Bonds Due February 1, 2027. | | Exhibit A to Exhibit 4.5 to the Current Report on Form 8-K filed on October 6, 2005 (000-22739) |
| 4.14 | | Form of Third Amended and Restated Promissory Note to United States of America. | | Exhibit 4.7 to the Current Report on Form 8-K filed on October 6, 2005 (000-22739) |
| 4.15 | | 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. | | Exhibit 4.1 to the Current Report on Form 8-K filed on June 19, 2013 (001-32936) |
| 4.16 | | Amendment No. 1 to the Credit Agreement, dated as of May 13, 2015, by and among Helix Energy Solutions Group, Inc. and Bank of America, N.A., as administrative agent, swing line lender and letters of credit issuer, together with the other lenders party thereto. | | Exhibit 4.1 to the Current Report on Form 8-K filed on May 14, 2015 (001-32936) |
| Exhibit Number | Description | Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number) | ||
| 4.17 | | Amendment No. 2 to the Credit Agreement, dated as of January 19, 2016, by and among Helix Energy Solutions Group, Inc. and Bank of America, N.A., as administrative agent, swing line lender and letters of credit issuer, together with the other lenders party thereto. | | Exhibit 4.1 to the Current Report on Form 8-K filed on January 25, 2016 (001-32936) |
| 4.18 | | Amendment No. 3 to the Credit Agreement, dated as of February 9, 2016, by and among Helix Energy Solutions Group, Inc. and Bank of America, N.A., as administrative agent, swing line lender and letters of credit issuer, together with the other lenders party thereto. | | Exhibit 4.1 to the Current Report on Form 8-K filed on February 11, 2016 (001-32936) |
| 4.19 | | Amended and Restated Credit Agreement dated June 30, 2017, by and among Helix Energy Solutions Group, Inc. and Bank of America, N.A., as administrative agent, swing line lender and letters of credit issuer, together with the other lenders party thereto. | | Exhibit 4.1 to the Current Report on Form 8-K filed on June 30, 2017 (001-32936) |
| 4.20 | | Amendment No. 1 to the Amendment and Restated Credit Agreement, dated as of January 18, 2019, by and among Helix Energy Solutions Group, Inc. and Bank of America, N.A., as administrative agent, swing line lender and letters of credit issuer, together with the other lenders party thereto. | | Exhibit 4.1 to the Current Report on Form 8-K filed on January 22, 2019 (001-32936) |
| 4.21 | | Amendment No. 2 to Amended and Restated Credit Agreement, dated as of June 28, 2019, by and among Helix Energy Solutions Group, Inc., as borrower, the guarantors listed therein, and Bank of America, N.A., as administrative agent, swing line lender and letters of credit issuer, together with the other lenders party thereto. | | Exhibit 4.1 to the Current Report on Form 8-K filed on June 28, 2019 (001-32936) |
| 4.22 | | Amendment No. 3 to Amended and Restated Credit Agreement, dated as of December 30, 2020, by and among Helix, certain of its subsidiaries as guarantors, the lenders thereunder, and Bank of America, N.A., as administrative agent, swing line lender and letters of credit issuer. | | Exhibit 4.1 to the Current Report on Form 8-K filed on December 31, 2020 (001-32936) |
| 4.23 | | Credit Agreement dated September 26, 2014, by and among Helix Q5000 Holdings S.à r.l., Helix Vessel Finance S.à r.l. and Nordea Bank Finland PLC, London Branch as administrative agent and collateral agent, together with the other lenders party thereto. | | Exhibit 4.1 to the Current Report on Form 8-K filed on September 30, 2014 (001-32936) |
| 4.24 | | First Amendment to the Credit Agreement dated as of September 26, 2014, by and among Helix Q5000 Holdings S.à r.l., Helix Vessel Finance S.à r.l. and Nordea Bank ABP, New York Branch and the lender parties thereto. | | Exhibit 4.1 to the Current Report on Form 8-K filed on March 12, 2020 (001-32936) |
| 4.25 | | Senior Debt Indenture, dated as of November 1, 2016, by and 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 November 1, 2016 (001-32936) |
| 4.26 | | First Supplemental Indenture, dated as of November 1, 2016, by and between Helix Energy Solutions Group, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. | | Exhibit 4.2 to the Current Report on Form 8-K filed on November 1, 2016 (001-32936) |
| Exhibit Number | Description | Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number) | ||
| 4.27 | | Second Supplemental Indenture, dated as of March 20, 2018, by and between Helix Energy Solutions Group, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. | | Exhibit 4.2 to the Current Report on Form 8-K filed on March 21, 2018 (001-32936) |
| 4.28 | | Indenture, dated as of August 14, 2020, by and 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 August 14, 2020 (001-32936) |
| 4.29 | | First Supplemental Indenture, dated as of August 14, 2020, by and between Helix Energy Solutions Group, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee. | | Exhibit 4.2 to the Current Report on Form 8-K filed on August 14, 2020 (001-32936) |
| 4.30 | | 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. as Agent. | | Exhibit 4.1 to the Current Report on Form 8-K filed on October 1, 2021 (001-32936) |
| 4.31 | | 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) |
| 4.32 | | 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. | | Exhibit 4.32 to the Annual Report on Form 10-K filed on February 24, 2023 (001-32936) |
| 4.33 | | 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 | Description | Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number) | ||
| 4.34 | | 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) |
| 4.35 | | 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) |
| 10.1 * | | 2009 Long-Term Incentive Cash Plan of Helix Energy Solutions Group, Inc. | | Exhibit 10.1 to the Current Report on Form 8-K filed on January 6, 2009 (001-32936) |
| 10.2 * | | Form of Award Letter related to the 2009 Long-Term Incentive Cash Plan. | | Exhibit 10.2 to the Current Report on Form 8-K filed on January 6, 2009 (001-32936) |
| 10.3 * | | 2005 Long Term Incentive Plan of Helix Energy Solutions Group, Inc., as Amended and Restated Effective May 15, 2019. | | Annex A to the Definitive Proxy Statement filed on April 2, 2019 (001-32936) |
| 10.4 * | | Form of Restricted Stock Award Agreement. | | Exhibit 10.3 to the Current Report on Form 8-K filed on December 15, 2011 (001-32936) |
| 10.5 * | | Form of Performance Share Unit Award Agreement. | | Exhibit 10.1 to the Current Report on Form 8-K/A filed on December 14, 2020 (001-32936) |
| 10.6 * | | Form of Restricted Stock Unit Award Agreement. | | Exhibit 10.1 to the Current Report on Form 8-K filed on December 16, 2020 (001-32936) |
| 10.7 * | | Employee Stock Purchase Plan of Helix Energy Solutions Group, Inc., as Amended and Restated Effective May 15, 2019. | | Annex B to the Definitive Proxy Statement filed on April 2, 2019 (001-32936) |
| 10.8 * | | Employment Agreement between Owen Kratz and the Company dated February 28, 1999. | | Exhibit 10.5 to the 1998 Form 10-K filed on March 31, 1999 (000-22739) |
| 10.9 * | | Employment Agreement between Owen Kratz and the Company dated November 17, 2008. | | Exhibit 10.1 to the Current Report on Form 8-K filed on November 19, 2008 (001-32936) |
| 10.10 * | | First Amendment to Employment Agreement between Helix Energy Solutions Group, Inc. and Owen Kratz effective May 22, 2020. | | Exhibit 10.1 to the Current Report on Form 8-K filed on May 22, 2020 (001-32936) |
| 10.11 * | | Employment Agreement by and between Helix Energy Solutions Group, Inc. and Scotty Sparks dated May 11, 2015. | | Exhibit 10.1 to the Current Report on Form 8-K/A filed on May 12, 2015 (001-32936) |
| 10.12 * | | Deferred Compensation Agreement by and between Helix Energy Solutions Group, Inc. and Scotty Sparks dated January 1, 2012. | | Exhibit 10.2 to the Current Report on Form 8-K/A filed on May 12, 2015 (001-32936) |
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| Exhibit Number | Description | Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number) | ||
| 10.13 * | | First Amendment to Employment Agreement between Helix Energy Solutions Group, Inc. and Scotty Sparks effective May 22, 2020. | | Exhibit 10.2 to the Current Report on Form 8-K filed on May 22, 2020 (001-32936) |
| 10.14 * | | Employment Agreement by and between Helix Energy Solutions Group, Inc. and Erik Staffeldt dated June 5, 2017. | | Exhibit 10.1 to the Current Report on Form 8-K filed on June 6, 2017 (001-32936) |
| 10.15 * | | First Amendment to Employment Agreement between Helix Energy Solutions Group, Inc. and Erik Staffeldt effective May 22, 2020. | | Exhibit 10.3 to the Current Report on Form 8-K filed on May 22, 2020 (001-32936) |
| 10.16 * | | Employment Agreement by and between Helix Energy Solutions Group, Inc. and Ken Neikirk dated May 1, 2019. | | Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on July 26, 2019 (001-32936) |
| 10.17 * | | First Amendment to Employment Agreement between Helix Energy Solutions Group, Inc. and Ken Neikirk effective May 22, 2020. | | Exhibit 10.4 to the Current Report on Form 8-K filed on May 22, 2020 (001-32936) |
| 10.18 | | Underwriting Agreement dated as of January 4, 2017, between Helix Energy Solutions Group, Inc. and Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein. | | Exhibit 1.1 to the Current Report on Form 8-K filed on January 6, 2017 (001-32936) |
| 10.19 | | Underwriting Agreement dated as of March 13, 2018, by and among Helix Energy Solutions Group, Inc., Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated. | | Exhibit 1.1 to the Current Report on Form 8-K filed on March 19, 2018 (001-32936) |
| 10.20 | | Underwriting Agreement, dated as of August 11, 2020, by and among Helix Energy Solutions Group, Inc., Wells Fargo Securities, LLC and Evercore Group L.L.C. | | Exhibit 1.1 to the Current Report on Form 8-K filed on August 14, 2020 (001-32936) |
| 10.21 | | 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) |
| 10.22 | | 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) |
| 10.23 | | 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) |
| 10.24 | | 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) |
| 10.25 | | 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) |
| 14.1 | | 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) |
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| Exhibit Number | Description | Filed or Furnished Herewith or Incorporated by Reference from the Following Documents (Registration or File Number) | ||
| 21.1 | | List of Helix’s Subsidiaries. | | Filed herewith |
| 23.1 | | Consent of KPMG LLP. | | Filed herewith |
| 31.1 | | Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 by Owen Kratz, Chief Executive Officer. | | Filed herewith |
| 31.2 | | Certification Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 by Erik Staffeldt, Chief Financial Officer. | | Filed herewith |
| 32.1 | | Certification of Helix’s Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes — Oxley Act of 2002. | | Furnished herewith |
| 97.1 | | Mandatory Recoupment Policy. | | Exhibit 99.1 to the Current Report on Form 8-K filed on September 20, 2023 (001-32936) |
| 101.INS | | XBRL Instance Document. | | The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document. | | Filed herewith |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | | Filed herewith |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document. | | Filed herewith |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document. | | Filed herewith |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | | Filed herewith |
| 104 | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | | Filed herewith |
*Management contracts or compensatory plans or arrangements
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