MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Comparison of Years Ended December 31, 2024 and 2023...We have four reportable business segments: Well Intervention, Robotics, Shallow Water Abandonment and
Production Facilities. All material intercompany transactions between the segments have been eliminated in our
consolidated financial statements, including our consolidated results of operations. The following table details various
financial and operational highlights for the periods presented (dollars in thousands):
Year Ended December 31, Increase/(Decrease)
2024 2023 Amount Percent
Net revenues —
Well Intervention $ 829,862 $ 707,718 $ 122,144 17 %
Robotics 297,678 257,875 39,803 15 %
Shallow Water Abandonment 186,979 274,954 (87,975) (32)%
Production Facilities 88,709 87,885 824 1 %
Intercompany eliminations (44,668) (38,704) (5,964)
$ 1,358,560 $ 1,289,728 $ 68,832 5 %
Gross profit (loss) —
Well Intervention $ 110,612 $ 47,164 $ 63,448 135 %
Robotics 88,287 60,618 27,669 46 %
Shallow Water Abandonment (777) 71,261 (72,038) (101)%
Production Facilities 23,766 23,494 272 1 %
Corporate, eliminations and other (2,324) (2,181) (143)
$ 219,564 $ 200,356 $ 19,208 10 %
Gross margin —
Well Intervention 13 % 7 %
Robotics 30 % 24 %
Shallow Water Abandonment (0)% 26 %
Production Facilities 27 % 27 %
Total company 16 % 16 %
Number of vessels, Robotics assets or Shallow Water
Abandonment systems (1) / Utilization (2)
Well Intervention vessels 7 / 90 % 7 / 88 %
Robotics assets (3) 47 / 69 % 46 / 62 %
Chartered Robotics vessels 6 / 92 % 6 / 96 %
Shallow Water Abandonment vessels (4) 20 / 60 % 20 / 74 %
Shallow Water Abandonment systems (5) 26 / 24 % 26 / 70 %
(1) Represents the number of vessels, Robotics assets or Shallow Water Abandonment systems as of the end of the
period, including spot vessels and those under term charters, and excluding acquired vessels prior to their in-
service dates, vessels managed on behalf of third parties and vessels or assets disposed of and/or taken out of
service.
(2) Represents the average utilization rate, which is calculated by dividing the total number of days the vessels,
Robotics assets or Shallow Water Abandonment systems generated revenues by the total number of calendar
days in the applicable period. Utilization rates of chartered Robotics vessels in 2024 and 2023 included 371 and
310 spot vessel days, respectively, at near full utilization.
(3) Consists of ROVs, trenchers and IROV boulder grabs.
(4) Consists of liftboats, OSVs, DSVs, a heavy lift derrick barge and a crew boat.
(5) Consists of P&A and CT systems.
Intercompany segment amounts are derived primarily from equipment and services provided to other business
segments. Intercompany segment revenues are as follows (in thousands):
Year Ended December 31, Increase/
2024 2023 (Decrease)
Well Intervention $ 6,390 $ 3,353 $ 3,037
Robotics 38,039 35,263 2,776
Shallow Water Abandonment 239 88 151
$ 44,668 $ 38,704 $ 5,964
Net Revenues. Our consolidated net revenues increased by 5% in 2024 as compared to 2023, reflecting higher
revenues in our Well Intervention, Robotics and Production Facilities business segments, offset in part by lower revenues
in our Shallow Water Abandonment segment.
Our Well Intervention revenues increased by 17% in 2024 as compared to 2023, primarily reflecting higher
overall utilization and rates. Utilization increased on the Q4000 and the Q5000 during 2024 as both vessels underwent
their regulatory dry docks in 2023. The Q7000 had higher utilization and higher integrated project rates during 2024 as
compared to 2023. The Seawell‘s contract in the western Mediterranean, which completed in June 2024, has provided
higher rates and utilization during 2024 as compared to 2023. The Well Enhancer in the North Sea had lower utilization
as compared to the prior year as the vessel underwent a scheduled dry dock during the first quarter 2024 and both
vessels saw a fourth quarter seasonal slowdown in 2024 whereas the vessels were nearly fully utilized in 2023. Our
North Sea revenues also included a contract cancellation fee of approximately $14 million related to work that had been
scheduled for 2025. The Siem Helix 1 had higher revenues during 2024 as compared to 2023 due to Trident contract
extensions with higher rates. The Siem Helix 2 had lower utilization during 2024 as the vessel commenced its unpaid
vessel acceptance period at the end of December 2024 on its new contract with Petrobras.
Our Robotics revenues increased by 15% in 2024 as compared to 2023, primarily reflecting higher chartered
vessel days and trenching and ROV activities. Chartered vessel activity increased to 1,901 days during 2024 as
compared to 1,699 days during 2023, although chartered vessel days in 2024 included approximately 64 days of standby
utilization at reduced rates. Overall ROV and trencher utilization increased to 69% in 2024 from 62% during 2023 and
included 835 days of integrated vessel trenching in 2024 as compared to 807 days in 2023.
Our Shallow Water Abandonment revenues in 2024 decreased by 32% in 2024 as compared to 2023. The
decrease in revenues was due to lower activity levels and an overall softer U.S. Gulf Coast shelf market in 2024,
resulting in lower vessel and system utilization during 2024 as compared to 2023. Overall vessel utilization was 60%
during 2024 as compared to 74% during 2023. P&A systems and CT systems achieved 2,281 days of utilization, or 24%,
during 2024 as compared to 5,748 days of utilization, or 70%, during 2023.
Our Production Facilities revenues increased slightly in 2024 as compared to 2023, primarily reflecting higher oil
and gas production and lower number of shut-in days on our owned oil and gas wells, offset in part by lower rates on the
HFRS, which were reduced in the second half 2024 when the Q4000 left the U.S. Gulf Coast to execute the Nigeria
project.
Gross Profit (Loss). Our consolidated 2024 gross profit increased by $19.2 million as compared to 2023,
primarily reflecting increased profits from our Well Intervention, Robotics and Production Facilities business segments,
offset in part by losses from our Shallow Water Abandonment segment.
Our Well Intervention gross profit increased by $63.4 million in 2024 as compared to 2023, primarily reflecting
higher segment revenues and increased activity levels and included a contract cancellation fee of approximately $14
million.
Our Robotics gross profit increased by $27.7 million in 2024 as compared to 2023, primarily reflecting higher
revenues and higher profit margin projects during 2024.
Our Shallow Water Abandonment gross loss was $0.8 million in 2024 as compared to a gross profit of $71.3
million in 2023, primarily reflecting lower segment revenues without a commensurate cost reduction.
Our Production Facilities gross profit increased slightly in 2024 as compared to 2023, primarily reflecting higher
segment revenues.
Change in Fair Value of Contingent Consideration. The change in fair value of contingent consideration
reflects an improvement in Helix Alliance’s results during 2023. We entered into an agreement and set the final earnout
during the fourth quarter 2023, which was paid on April 3, 2024 (Note 3).
Selling, General and Administrative Expenses. Our selling, general and administrative expenses were
$91.7 million in 2024 as compared to $94.4 million in 2023, primarily reflecting a net decrease in compensation related
costs offset partially by an increase in other facilities and professional fees in 2024.
Net Interest Expense. Our net interest expense totaled $22.6 million in 2024 as compared to $17.3 million in
2023, primarily reflecting higher debt levels and rates on our $300 million Senior Notes due 2029 (the “2029 Notes”) in
2024 as compared to our 2026 Notes in 2023, offset in part by higher interest income on our invested cash (Note 7).
Losses Related to Convertible Senior Notes. The losses during 2024 and 2023 were primarily associated with
the retirement of our 2026 Notes (Note 7).
Other Expense, Net. Net other expense was $3.9 million in 2024 as compared to $3.6 million in 2023. Net other
expense during 2024 primarily reflects a $2.4 million increase in the value of incentive credits granted to the seller of P&A
equipment acquired in 2023 (Note 4) and foreign currency losses due to the weakening of the British pound and Brazilian
real in 2024. Net other expense during 2023 primarily reflects foreign currency losses related to the devaluation of the
Nigerian naira on our naira cash holdings, offset in part by foreign currency gains due to the strengthening of the British
pound in 2023.
Income Tax Provision. Income tax provision was $26.4 million for 2024 as compared to $18.4 million for 2023.
The effective tax rates for 2024 and 2023 were 32.2% and 244.2%, respectively. These variances were primarily
attributable to the increase in income before taxes as well as the earnings mix between our higher and lower tax rate
jurisdictions.
Comparison of Years Ended December 31, 2023 and 2022
Various financial and operational highlights for the years ended December 31, 2023 and 2022 were previously
presented in our 2023 Annual Report on Form 10-K.

LIQUIDITY AND CAPITAL RESOURCES
Financial Condition and Liquidity
The following table presents certain information useful in the analysis of our financial condition and liquidity
(in thousands):
December 31,
2024 2023
Net working capital $ 405,266 $ 249,223
Long-term debt (excluding current maturities) 305,971 313,430
Liquidity 429,586 431,471
Net Working Capital
Net working capital is equal to current assets minus current liabilities and includes cash and cash equivalents,
current maturities of long-term debt and current operating lease liabilities. Net working capital measures short-term
liquidity and is important for predicting cash flow and debt requirements. Net working capital at December 31, 2023
included $85.0 million of Alliance earnout consideration that was paid in cash on April 3, 2024.
Long-Term Debt
Long-term debt in the table above, presented net of unamortized debt discount and debt issuance costs, includes
our MARAD Debt, the 2026 Notes and the 2029 Notes and excludes current maturities of $9.2 million and $48.3 million,
respectively, at December 31, 2024 and 2023. For information relating to our long-term debt, see Note 7 to our
consolidated financial statements included in Item 8. Financial Statements and Supplementary Data of this Annual
Report.

Liquidity
We define liquidity as cash and cash equivalents plus available capacity under our credit facility, but excluding
cash pledged as collateral toward the Amended ABL Facility. Our liquidity at December 31, 2024 included $368.0 million
of cash and cash equivalents and $66.6 million of available borrowing capacity under the Amended ABL Facility (Note 7)
and excluded $5.0 million of pledged cash. Our liquidity at December 31, 2023 included $332.2 million of cash and cash
equivalents and $99.3 million of available borrowing capacity under the Amended ABL Facility. The reduction in
availability on the facility at December 31,2024 was attributable to higher letter of credit usage in order to support the
Nigeria project on the Q4000.
In the current market environment, we expect strong ongoing operating performance and cash flows. We believe
that our cash on hand, internally generated cash flows and availability under the Amended ABL Facility will be sufficient
to fund our operations and expected capital spending, service our debt and other obligations, and execute our share
repurchase program over at least the next 12 months. Although we expect lower levels of availability on the Amended
ABL Facility while the Q4000 performs work in Nigeria due to fewer eligible receivables and higher letter of credit usage,
we currently do not anticipate borrowing under the Amended ABL Facility and expect to only use the facility for the
issuance of letters of credit.
A period of weak industry activity may make it difficult to comply with the covenants and other restrictions in our
debt agreements. Our failure to comply with the covenants and other restrictions could lead to an event of default.
Decreases in our borrowing base may limit our ability to fully access the Amended ABL Facility.

Cash Flows
Operating Activities
The increase in our operating cash flows for 2024 as compared to 2023 primarily reflects higher operating
income, lower regulatory recertification costs for our vessels and systems and working capital inflows. Operating cash
outflows during 2024 included net interest expense and taxes paid of $25.4 million and $14.1 million, respectively.
Operating cash outflows during 2024 also included $58.3 million of the $85.0 million earnout payment on April 3, 2024,
representing the amount in the excess of the $26.7 million initial fair value of earnout consideration at the Alliance
acquisition date. Regulatory recertification spend on our vessels and systems amounted to $35.4 million and $62.5
million, respectively, during the comparable year over year periods.
Investing Activities
Cash flows used in investing activities for 2024 increased as compared to 2023 primarily due to higher capital
expenditures with increased activity in our Robotics segment.
Financing Activities
Net cash outflows from financing activities for 2024 primarily reflect cash outflows of $60.7 million related to the
2026 Notes, $26.7 million of the $85.0 million earnout payment, the principal repayment of $8.7 million related to the
MARAD Debt and $29.6 million in repurchases of our common stock under the 2023 Repurchase Program. These
outflows were offset in part by $4.4 million of cash inflows from the proportionate settlement of the 2026 Capped Calls.
Net cash inflows from financing activities for 2023 primarily reflect net proceeds of $292.0 million from the
issuance of $300.0 million 2029 Notes and of $15.6 million from the proportionate settlement of the 2026 Capped Calls,
offset in part by cash outflows of $230.7 million related to the repurchase of the 2026 Notes, $30.4 million related to the
maturity of the Convertible Senior Notes due 2023, the principal repayment of $8.3 million related to the MARAD Debt
and $12.0 million in repurchases of our common stock under the 2023 Repurchase Program.

Material Cash Requirements
Our material cash requirements include our obligations to repay our long-term debt, satisfy other contractual
cash commitments and fund other obligations.
Long-term debt and other contractual commitments
than one year) and long-term (due in one year or greater) based on their stated maturities. Our property and equipment
The following table summarizes (in thousands) the principal amount of our long-term debt and related debt
service costs as well as other contractual commitments, which include commitments for property and equipment and
operating lease obligations, as of December 31, 2024 and the portions of those amounts that are short-term (due in less
ommitments include contractually committed amounts to purchase and service certain property and equipment
(inclusive of commitments related to regulatory recertification and dry dock as discussed below) but do not include
expected capital spending that is not contractually committed as of December 31, 2024.
Total Short-Term Long-Term
MARAD debt $ 23,831 $ 9,186 $ 14,645
2029 Notes 300,000 — 300,000
Interest related to debt 124,627 31,038 93,589
Property and equipment 13,842 13,842 —
Operating leases (1) 870,984 154,324 716,660
Total cash obligations $ 1,333,284 $ 208,390 $ 1,124,894
(1) Operating leases include vessel charters and facility and equipment leases, including commitments related to
leases executed but not yet commenced. At December 31, 2024, our commitment related to long-term vessel
charters totaled approximately $835.5 million, of which $434.3 million was related to the non-lease (services)
components that are not included in operating lease liabilities in the consolidated balance sheet as of
December 31, 2024.

Other material cash requirements
Other material cash requirements include the following:
Decommissioning. We have decommissioning obligations associated with our oil and gas properties (Note 15).
Those obligations, which are presented on a discounted basis on the consolidated balance sheets, approximate $80.9
million (undiscounted) for Thunder Hawk Field oil and gas properties and $37.1 million (undiscounted) for Droshky oil and
gas properties as of December 31, 2024, none of which is expected to be paid during the next 12 months. We are
entitled to receive $30.0 million (undiscounted) from Marathon Oil Corporation as certain decommissioning obligations
associated with Droshky oil and gas properties are fulfilled.
Regulatory certification and dry dock. Our vessels and systems are subject to certain regulatory recertification
requirements that must be satisfied in order for the vessels and systems to operate. Recertification may require dry dock
and other compliance costs on a periodic basis, usually every 30 months. Although the amount and timing of these costs
may vary and are dependent on the timing of the certification renewal period, they generally range between $0.2 million
to $15.0 million per vessel and $0.5 million to $5.0 million per system.
We expect the sources of funds to satisfy our material cash requirements to primarily come from our ongoing
operations and existing cash on hand, but may also come from availability under the Amended ABL Facility and access
to capital markets.

CRITICAL ACCOUNTING ESTIMATES AND POLICIES
Our discussion and analysis of our financial condition and results of operations, as reflected in the consolidated
financial statements and related footnotes included in Item 8. Financial Statements and Supplementary Data of this
Annual Report, are prepared in conformity with GAAP. As such, we are required to make certain estimates, judgments
and assumptions that have had or are reasonably likely to have a material impact on our financial condition or results of
operations. We base our estimates on historical experience, available information and various other assumptions we
believe to be reasonable under the circumstances. These estimates involve a significant level of estimation uncertainty
and may change over time as new events occur, as more experience is acquired, as additional information is obtained
and as our operating environment changes. We believe that the most critical accounting estimates are described below.

Property and Equipment
We review our property and equipment for impairment indicators at least quarterly or whenever changes in facts
and circumstances indicate that the carrying amount of the asset or asset group may not be recoverable. We evaluate
impairment indicators considering the nature of the asset or asset group, the future economic benefits of the asset or
asset group, historical and estimated future profitability measures, and other external market conditions or factors that
may be present. We often estimate future earnings and cash flows of our assets to corroborate our determination of
whether impairment indicators exist. If impairment indicators suggest that the carrying amount of an asset may not be
recoverable, we determine whether an impairment has occurred by estimating undiscounted cash flows of the asset and
comparing those cash flows to the asset’s carrying value. If the undiscounted cash flows are less than the asset’s
carrying value (i.e., the asset is unrecoverable), impairment, if any, is recognized for the difference between the asset’s
carrying value and its estimated fair value. The expected future cash flows used for the assessment of recoverability are
based on judgmental assessments of operating costs, project margins and capital project spending, considering
information available at the date of review. Because there usually is a lack of quoted market prices for long-lived assets,
the fair value of impaired assets is typically determined based on the present values of expected future cash flows using
discount rates believed to be consistent with those used by principal market participants or based on a multiple of
operating cash flows validated with historical market transactions of similar assets where possible.
The review of property and equipment for impairment indicators, the projection of future cash flows of property
and equipment, and the estimated fair value of any property and equipment that may be deemed unrecoverable involve
significant judgment and estimation by our management. Changes to those judgments and estimations could require us
to recognize impairment charges in the future.

Quantitative and Qualitative Disclosures About Market Risk
As a multi-national organization, we are subject to market risks associated with foreign currency exchange rates,
interest rates and commodity prices.
Foreign Currency Exchange Rate Risk. Because we operate in various regions around the world, we conduct a
portion of our business in currencies other than the U.S. dollar. As such, our earnings are impacted by movements in
foreign currency exchange rates when (i) transactions are denominated in currencies other than the functional currency
of the relevant Helix entity or (ii) the functional currency of our subsidiaries is not the U.S. dollar. In order to mitigate the
effects of exchange rate risk in areas outside the U.S., we endeavor to pay a portion of our expenses in local currencies
to partially offset revenues that are denominated in the same local currencies. In addition, a substantial portion of our
contracts are denominated, and provide for collections from our customers, in U.S. dollars.
Assets and liabilities of our subsidiaries that do not have the U.S. dollar as their functional currency are
translated using the exchange rates in effect at the balance sheet date, and changes in the exchange rates can result in
translation adjustments that are reflected in “Accumulated other comprehensive loss” in the shareholders’ equity section
of our consolidated balance sheets. At December 31, 2024, approximately 54% of our net assets were impacted by
changes in foreign currencies (primarily the British pound) in relation to the U.S. dollar. For the years ended
December 31, 2024, 2023 and 2022, we recorded foreign currency translation gains (losses) of $(17.6) million, $22.3
million and $(49.2) million, respectively, to accumulated other comprehensive loss. Deferred taxes have not been
provided on foreign currency translation adjustments as any outside stock basis differences would be realized in a tax-
free manner.
When currencies other than the functional currency are to be paid or received, the resulting transaction gain or
loss associated with changes in the applicable foreign currency exchange rate is recognized in the consolidated
statements of operations as a component of “Other income (expense), net.” Foreign currency gains or losses from the
remeasurement of monetary assets and liabilities as well as unsettled foreign currency transactions, including
intercompany transactions that are not of a long-term investment nature, are also recognized as a component of “Other
income (expense), net.” For the years ended December 31, 2024, we recorded foreign currency transaction losses of
$1.5 million, primarily related to U.S. dollar denominated intercompany debt in our U.K. and Brazil entities. For the year
ended December 31, 2023, we recorded foreign currency transaction losses of $4.4 million, primarily reflecting foreign
currency losses of $15.7 million related to the devaluation of the Nigerian naira on our naira cash holdings, offset in part
by foreign currency gains related to U.S. dollar denominated intercompany debt in our U.K. entities. For the years ended
December 31, 2022, we recorded foreign currency transaction losses of $23.4 million, primarily related to U.S. dollar
denominated intercompany debt in our U.K. entities.
Interest Rate Risk. In order to minimize the risk of changes to our cash flow due to changing interest rates, we
generally borrow at fixed rates, but may borrow at variable rates from time to time. For fixed rate debt, changes in interest
rates may not affect our interest expense, but could result in changes in the fair value of the debt instrument prior to
maturity and we may be at risk upon refinancing maturing debt. For variable rate debt, changes in interest rates could
affect our future interest expense and cash flows. We currently have no amounts outstanding under the Amended ABL
Facility or other debt subject to floating rates.
Commodity Price Risk. We are exposed to market price risks related to oil and natural gas with respect to
offshore oil and gas production in our Production Facilities business. Prices are volatile and unpredictable and are
dependent on many factors beyond our control. See Item 1A. Risk Factors for a list of factors affecting oil and natural gas
prices.