Helmerich & Payne, Inc. Annual Report for 2000 Revenue Breakdown for 2000 International 22% Contract Drilling Domestic 34% Exploration & Production 25% Oil and Gas Natural Gas Marketing 13% Investments and Other Income 5% Real Estate 1% Financial Highlights Years Ended September 30, 2000 1999 Revenues Net Income Diluted Earnings Per Share Dividends Paid Per Share $ 631,095,000 $ 564,319,000 $ 182,300,000 $ 142,788,000 $ 1.64 $ .285 $ 2.86 $ 2.28 Capital Expenditures $ 131,932,000 $ 122,951,000 Total Assets $1,259,492,000 $1,109,699,000 President’s Letter To the Co-owners of Helmerich & Payne, Inc. Listening to Al Gore’s concession speech tonight, after a remarkable thirty-six days of post election rancor, left mixed emotions. On the positive side, tanks in the streets were never even a consideration. As Vice President Gore eloquently stated, “Ours is a nation not under man, but under God and law.” Our great democracy was tested and prevailed once again. At the same time, it is discouraging to see the level of political discourse deteriorate to such lows. Congressman Tom DeLay’s charge of Al Gore trying to “steal the election” or Jesse Jackson’s claim that George W. Bush had won using “Nazi tactics” is why both the victor and the vanquished called for a spirit of reconciliation. What are the prospects for progress on important policy matters? Sizing up the challenges facing the new President, one political analyst predicted he would spend the next four years appeasing his enemies and betraying his friends. Let’s hope not. Constructive debate is one thing and following a zero- sum approach that in the end hurts every American is something altogether different. Stalemate is not a luxury available to us. Take energy policy as an example. The new administration inherits an energy quagmire: Oil and gas prices setting ten year highs, the reemergence of a stronger, more cohesive OPEC, and a precarious balance between tight supplies and increasing demand. This situation underscores the absence of any thought-out national energy policy. We are left with political jockeying and farce, illustrated by a year of pitiful pleading with OPEC for more 2 production and the pre-election “emergency” release of thirty million barrels of oil from the strategic oil reserve. For years, the industry has faced a punitive regulatory and tax structure, been blocked from constructing new refinery capacity, and had the most promising domestic exploratory areas for new supply locked away. Progress should be met by the highest standards of environmental sensitivity and worker safety. It should not be sacrificed on the altar of partisan politics. George W. Bush set the right tone tonight from the Texas Capitol, “I know America wants reconciliation and unity. I know Americans want progress. And we must seize this moment and deliver. Together, guided by a spirit of common sense, common courtesy and common goals, we can unite and inspire the American citizens.” We should all wish him Godspeed. This year marks the fiftieth year of my father’s service as a Director to the Company. His wisdom, energy, and intuitive understanding of the industry will continue to serve our Co-owners well in the years ahead. I consider it an honor to have worked with him for twenty years. Sincerely, December 13, 2000 Hans Helmerich President Drilling H E L M E R I C H & PAY N E I N T E R N AT I O N A L D R I L L I N G C O . SUMMARY Helmerich & Payne International Drilling Co. owns 38 land rigs and ten offshore platform rigs in the United States, and 40 land rigs located in the countries of Venezuela (18), Colombia (7), Ecuador (6), Bolivia (6), and Argentina (3). The Company also has three management contracts, two for platform rigs operating offshore California and one for a platform rig operating offshore Equatorial Guinea, West Africa. Additionally, the Company owns a 50 percent interest in an offshore platform rig that is currently stacked in Australia. Significant increases in the prices of crude oil and natural gas produced a positive, but measured, response in terms of drilling activity during the year. Led by activity increases in the U.S., the industry worldwide rig count rose by one-third over the prior year. In contrast, the Company’s key South American markets did not respond to the improved commodity prices. Total contract drilling revenues and operating profit declined in 2000 by 11 and 24 percent, respectively, primarily due to continued weakness in international markets. FIVE-YEAR OPERATING SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2000 1999 1998 1997 1996 United States Revenues . . . . . . . . . . . . . . . . . . . . . . EBITDA . . . . . . . . . . . . . . . . . . . . . . . Operating Profit . . . . . . . . . . . . . . . . . $214,531 $071,163 $035,808 $213,647 $061,498 $030,154 $177,059 $060,053 $035,817 $140,294 $044,066 $024,437 $108,336 $024,409 $010,066 Activity Days . . . . . . . . . . . . . . . . . . . Rig Utilization . . . . . . . . . . . . . . . . . . . 15,083 87% 12,509 75% 14,237 95% 12,872 88% 11,660 82% International Revenues . . . . . . . . . . . . . . . . . . . . . . EBITDA . . . . . . . . . . . . . . . . . . . . . . . Operating Profit . . . . . . . . . . . . . . . . . $136,549 $047,853 $009,753 $182,987 $066,075 $029,845 $253,072 $082,650 $050,834 $176,651 $069,621 $043,118 $135,695 $053,603 $031,176 Activity Days . . . . . . . . . . . . . . . . . . . Rig Utilization . . . . . . . . . . . . . . . . . . . 7,067 47% 8,442 53% 12,832 88% 12,253 91% 11,215 85% 4 INTERNATIONAL OPERATIONS Revenues and earnings before interest, taxes, depreciation, and amortization (EBITDA) fell 25 and 28 percent, respectively, in 2000 and rig utilization declined to an average of 47 percent, compared with 53 percent in 1999. The majority of these declines came in the Company’s largest international markets of Venezuela and Colombia. At year-end only seven rigs were under contract in Venezuela, but there are encouraging signs that more activity is on the horizon in 2001. In anticipation of this, the Company is adding three new top drive systems to the four already working in Venezuela. Operations in Colombia also experienced a decline in activity in 2000, and at year-end, four out of seven rigs were working in that country. The Company moved three rigs from Colombia for new contracts in Argentina, Bolivia, and Ecuador during 2000, and after the close of the year, a fourth rig was returned for work in the U.S. market. Operations in Ecuador increased from four to six rigs in 2000, and after the close of the year the Company was moving an additional rig to Ecuador from Venezuela. The Company also began work during the second quarter of 2000 under a management contract on Exxon-Mobil’s Jade platform located offshore Equatorial Guinea, West Africa. UNITED STATES OPERATIONS Land rig utilization averaged 85 percent in 2000, compared with 69 percent in 1999. The Company kept an average of 32 land rigs working throughout 2000, seven more than in 1999. Gross daywork revenues and EBITDA increased 45 and 113 percent, respectively, over the prior year. In March, the Company announced that it had placed a firm order for 12 highly mobile land rigs utilizing the same FlexRigy design as the six rigs y FlexRig is a trademark of Helmerich & Payne International Drilling Co. 5 constructed by the Company in 1998. The FlexRig’s depth versatility of 8,000 to 18,000 feet, faster mobilization times, and state of the art technology, all combine to increase drilling efficiency. The first rig out of the new order should be ready by January 2001, with the remaining 11 scheduled two per quarter thereafter. Two of the new FlexRigs will be working as part of a three-year, five-rig contract in Wyoming that is scheduled to begin early in 2001. Offshore platform rig utilization remained high throughout the year, averaging 94 percent, compared with 95 percent in 1999. Domestic offshore platform revenues and EBITDA increased six and eight percent, respectively, in 2000 over the prior year. The Company began an upgrade of rig 107 late in the year, which should enable that rig to return to the market by the second quarter of 2001. Additionally, tension-leg platform (TLP) rig 202 is earning a standby rate until April 2001, when it is scheduled to begin working on Shell’s new TLP, Brutus. OUTLOOK Consolidations among active drilling customers, as well as the collective memory of the volatile downturn experienced by the industry two years ago, tempered the significant new exploration investment expected at the recent higher commodity price levels. Yet demand is growing and, once again, the Company and the industry are faced with the challenge of attracting, training, and retaining qualified employees. Helmerich & Payne International Drilling Co. has been successful in maintaining very low turnover among its skilled positions and this experience at the rig level will enhance the Company’s objective of delivering reliable, incident-free operations in the field. In addition to experienced and competent personnel, the Company is a leader in designing, engineering, and constructing the newest and most modern rigs available in the market. 6 Exploration & Production H E L M E R I C H & PAY N E , I N C . SUMMARY Helmerich & Payne, Inc. explores for and produces oil and natural gas primarily in the states of Oklahoma, Kansas, Texas, and Louisiana. The Company also markets natural gas through its wholly-owned subsidiary, Helmerich & Payne Energy Services, Inc. In 2000, the Company produced approximately 880,000 barrels of oil and 47 billion cubic feet (Bcf) of natural gas, increases of 36 and six percent, respectively, over the previous year. The Company finished the year with proved reserves of 6.3 million barrels of oil and 262 Bcf of natural gas, compared with 4.8 million barrels and 240 Bcf in 1999. The Company received an average price of $27.95 per barrel for oil and $2.79 per thousand cubic feet (Mcf) for natural gas in 2000, compared with $14.60 and $1.83 in 1999. Higher production and commodity prices propelled a 64 percent increase in exploration and production revenues in 2000, and a record $66.6 million in operating profit. Helmerich and Payne Energy Services, Inc. also reported record results in 2000, with revenues and operating profit increases of 46 and 19 percent, respectively. EXPLORATION ACTIVITIES In 2000, the Company participated in 81(42.7 net) wells, of which 65 (33.6 net) were productive and 16 (9.1 net) were dry holes. Over one-third of the Company’s net wells were exploration risks in 2000, more than double the annual average number of net exploratory wells drilled over the previous five-year period. A focal area this year was Jefferson County, Texas, where the Company has experienced an overall 71 percent success rate utilizing 3D seismic. There remain several additional exploration opportunities in this area, which should be drilled during 2001. 7 The Company also succeeded in two out of three wells drilled in Reeves County, Texas, during the year, which were producing at a combined gross rate of 9,000 Mcf per day at year-end. FIVE-YEAR OPERATING SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 200000 199900 199800 199700 199600 Revenues . . . . . . . . . . . . . . . . . . . . $00,157,583 $000,95,953 $000,98,696 $00,111,512 $000,76,643 Operating Profit . . . . . . . . . . . . . . . . $000,66,604 $000,11,245 $000,28,088 $000,55,191 $000,26,333 Average Oil Price per barrel . . . . . . . . $0000,27.95 $0000,14.60 $0000,14.74 $0000,20.77 $0000,19.00 Oil Production (barrels) . . . . . . . . . . . 809,571 6,468,116 Proved Oil Reserves (barrels) . . . . . . 701,180 4,761,313 985,633 5,805,386 880,304 6,305,137 649,370 4,833,898 Average Natural Gas Prices per Mcf . . $00000,2.79 $00000,1.83 $00000,2.04 $00000,2.24 $000,001.75 34,535,184 Natural Gas Production (Mcf) . . . . . . . 46,922,752 272.3 262.5 Proved Natural Gas Reserves (Bcf) . . 40,463,374 263.2 42,862,300 251.6 44,240,332 239.6 Gross Wells Completed . . . . . . . . . . Net Wells Completed . . . . . . . . . . . . Net Dry Holes . . . . . . . . . . . . . . . . . 81.0 42.7 9.1 49.0 23.9 7.1 62.0 35.7 4.2 100.0 49.3 9.6 63.0 35.3 7.3 OUTLOOK Five years ago, the Company embarked on a plan to improve exploration success by increasing both the quantity and quality of its exploration professionals and by organizing in geographically-focused teams. In 2000, the Company recorded an $.87 per Mcf equivalent finding cost, as well as a 12 percent growth in proved reserves. With this improved performance, the Company is poised to grow internally with a number of quality exploration prospects, and has also begun to review other means of enhancing growth. Toward that end, the Company retained the investment banking firm of Petrie Parkman & Co. this year to assist in identifying and developing strategic alternatives for the Oil and Gas segment. 8 Revenues and Operating Profit by Business Segments HELMERICH & PAYNE, INC. Years Ended September 30, 2000 1999 1998 (in thousands) SALES AND OTHER REVENUES: Contract Drilling - Domestic .............................................. Contract Drilling - International ......................................... Total Contract Drilling................................................... $214,531 136,549 351,080 $213,647 182,987 396,634 $177,059 253,072 430,131 Exploration and Production............................................... Natural Gas Marketing ...................................................... Total Oil and Gas Operations....................................... Real Estate ...................................................................... Other ................................................................................. 157,583 80,907 238,490 8,999 32,526 95,953 55,259 151,212 8,671 7,802 98,696 53,499 152,195 8,922 45,392 Total Revenues ........................................................................ $631,095 $564,319 $636,640 OPERATING PROFIT: Contract Drilling - Domestic .............................................. Contract Drilling - International ......................................... Total Contract Drilling................................................... $035,808 9,753 45,561 $ 30,154 29,845 59,999 $ 35,817 50,834 86,651 Exploration and Production............................................... Natural Gas Marketing ...................................................... Total Oil and Gas Operations..................................... Real Estate ....................................................................... Total Operating Profit ................................................... OTHER: Income from investments.................................................. General and administrative expense ................................ Interest expense ............................................................... Corporate depreciation ..................................................... Other corporate expense .................................................. Total Other ................................................................... 66,604 5,271 71,875 5,346 122,782 31,973 (11,578) (3,076) (2,152) (1,186) 13,981 11,245 4,418 15,663 5,338 81,000 7,757 (14,198) (6,481) (1,565) (1,575) (16,062) 28,088 2,418 30,506 5,371 122,528 44,603 (11,762) (942) (1,280) (927) 29,692 INCOME BEFORE INCOME TAXES AND EQUITY IN INCOME OF AFFILIATE............................. $136,763 $164,938 $152,220 Note: See Note 13 (pages 30, 31 and 32) for complete segment disclosure. 9 Management’s Discussion & Analysis of Results of Operations and Financial Condition HELMERICH & PAYNE, INC. RISK FACTORS AND FORWARD-LOOKING STATEMENTS The following discussion should be read in conjunction with the consolidated financial statements and related notes included elsewhere herein. The Company’s future operating results may be affected by various trends and factors, which are beyond the Company’s control. These include, among other factors, fluctuations in oil and natural gas prices, expiration or termination of drilling contracts, currency exchange gains and losses, changes in general economic conditions, rapid or unexpected changes in technologies, and uncertain business conditions that affect the Company’s businesses. Accordingly, past results and trends should not be used by investors to anticipate future results or trends. With the exception of historical information, the matters discussed in Management’s Discussion & Analysis of Results of Operations and Financial Condition include forward-looking statements. These forward-looking statements are based on various assumptions. The Company cautions that, while it believes such assumptions to be reasonable and makes them in good faith, assumed facts almost always vary from actual results. The differences between assumed facts and actual results can be material. The Company is including this cautionary statement to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by, or on behalf of, the Company. The factors identified in this cautionary statement are important factors (but not necessarily all important factors) that could cause actual results to differ materially from those expressed in any forward-looking statement made by, or on behalf of, the Company. RESULTS OF OPERATIONS All per share amounts included in the Results of Operations discussion are stated on a diluted basis. Helmerich & Payne, Inc.’s net income for 2000 was $82,300,000 ($1.64 per share), compared with net income of $42,788,000 ($0.86 per share) in 1999, and $101,154,000 ($2.00 per share) in 1998. Included in the Company’s net income, but not related to its operations, were after-tax gains from the sale of investment securities of $8,152,000 ($0.16 per share) in 2000, $1,562,000 ($0.03 per share) in 1999, and $23,417,000 ($0.46 per share) in 1998. In addition to income from security sales, the Company also recorded net income during 2000 of $6,637,000 ($0.13 per share) from gains relating to non-monetary dividends received. Also 10 included is the Company’s portion of income from its equity affiliate, Atwood Oceanics, Inc., which was $0.06 per share in 2000, $0.07 per share in 1999, and $0.11 per share in 1998. Net income also included non-cash charges of $2,502,000 ($0.05 per share) in 2000, $6,237,000 ($0.13 per share) in 1999, and $3,356,000 ($0.07 per share) in 1998 related to write-downs of producing properties as described in Note 1 of Notes to Consolidated Financial Statements. Consolidated revenues were $631,095,000 in 2000, $564,319,000 in 1999, and $636,640,000 in 1998. The 12 percent increase from 1999 to 2000 was due to higher oil and natural gas prices resulting in an increase of $87,278,000 in Oil and Gas Division revenues and increased investment revenues of $24,216,000. Partially offsetting these increases was a reduction of international contract drilling revenues of $46,438,000. The 11 percent decline from 1998 to 1999 was primarily due to the $70,085,000 reduction in international contract drilling revenues. An increase in domestic contract drilling revenues of $36,588,000 was offset by a decline in investment revenues of $36,846,000 during 1999. Revenues from investments were $31,973,000 in 2000, $7,757,000 in 1999, and $44,603,000 in 1998. Included in revenues from investments were pre- tax gains from the sale of investment securities of $13,295,000 in 2000, $2,547,000 in 1999, and $38,421,000 in 1998. Interest income from short- term investments increased in 2000 because the cash/cash equivalents were substantially higher in 2000 than in 1999 and 1998. Dividend income increased in 2000 due to $10,706,000 in non-monetary dividends received when three Company investees spun-off subsidiaries to their shareholders. Costs and expenses in 2000 were $494,332,000, 78 percent of revenues, compared with 88 percent in 1999, and 76 percent in 1998. Operating costs, as a percentage of operating revenues, were 53 percent in 2000, 60 percent in 1999, and 58 percent in 1998. Operating costs, as a percentage of operating revenues, declined from 1999 to 2000 primarily due to proportionately higher oil and gas revenues. Depreciation, depletion, and amortization (DD&A) expense increased by only 1.5 percent in 2000, but increased by approximately 24 percent from 1998 to 1999. The increases were affected by write-downs of producing properties of $4,036,000 in 2000, $10,059,000 in 1999, and $5,413,000 in 1998, which are included in DD&A. 11 General and administrative expenses decreased by 18 percent to $11,578,000 in 2000, compared with $14,198,000 in 1999, and $11,762,000 in 1998. Expenses were higher than normal in 1999 due to reduced allocations of charges to operations and to unusually high expenses relating to corporate aircraft maintenance. The Company completed all Year 2000 readiness and subsequently, experienced no significant problems or related expenses. Because of the impact of foreign taxes, income tax expense rose to 42 percent of pre-tax income in 2000, from 40 percent in 1999, and 37 percent in 1998. Interest expense decreased to $3,076,000 in 2000, from $6,481,000 in 1999. In 1998, interest expense was $942,000. Interest expense was a function of outstanding bank loans arising at the end of 1998 and into the first half of 1999 as the Company completed a substantial capital expenditure program and repurchased some of its stock during 1998. Debt reductions occurred in the last half of 1999 and early 2000. CONTRACT DRILLING DIVISION revenues, which include both domestic and international segment revenues, declined 11 percent to $351,080,000 during 2000, from $396,634,000 in 1999. Revenues for 1999 were down eight percent over the previous year. Division operating profit declined 24 percent to $45,561,000 during 2000, compared with a 31 percent decrease from 1998 to 1999. Domestic segment revenues were $214,531,000 in 2000, $213,647,000 in 1999, and $177,059,000 in 1998. Domestic segment operating profit was $35,808,000 in 2000, $30,154,000 in 1999, and $35,817,000 in 1998. Rig utilization for the U.S. land fleet was 85 percent in 2000, 69 percent in 1999, and 94 percent in 1998. Domestic platform rig utilization was 94 percent in 2000, 95 percent in 1999, and 99 percent in 1998. An increase in revenues from U.S. land operations in 2000 helped offset the reduction in Jade construction revenues recorded in 1999 (as described below), while offshore platform revenues were up slightly from the previous year. Higher revenues and profit margins from the U.S. land rig operation were the main reason for improved domestic operating profit for 2000. Domestic segment revenues increased from 1998 to 1999, primarily due to $40,790,000 of revenues from the Mobil Jade rig construction project and increased offshore platform rig revenues. Domestic operating profit in 1999 12 was down from 1998 because of lower land rig utilization and dayrates. However, operating profit for 1999 was bolstered by several non-recurring items such as income from the Jade construction project and from several capital reimbursements from operators for new rig equipment on existing rigs. International segment revenues fell 25 percent to $136,549,000 during 2000, from $182,987,000 in 1999. Revenues were $253,072,000 in 1998. Operating profit for the international segment declined to $9,753,000 in 2000, from $29,845,000 in 1999, and $50,834,000 in 1998. International rig utilization averaged 47 percent during 2000, 53 percent in 1999, and 88 percent in 1998. As crude oil prices declined during 1998, international activity and profitability began to decline during the second half of that year and into 1999. Activity continued to wane in 2000, particularly in Venezuela and Colombia. The Company expects activity to improve in Venezuela during 2001, but the timing and extent of improvements are uncertain. Activity in Colombia is not expected to improve during 2001. Therefore, the Company has redeployed to other locations four of the ten rigs previously located there. The Company has international operations in several South American countries. With the exception of Venezuela, the Company’s exposure to currency valuation losses is immaterial due to the fact that virtually all billings and payments are in U.S. dollars. In Venezuela, approximately 60 percent of the Company’s billings are in U.S. dollars and 40 percent are in bolivars, the local currency. As a result, the Company is exposed to risks of currency devaluation in Venezuela because of the bolivar denominated receivables. During 2000, the Company experienced a loss of $687,000 due to devaluation of the bolivar, compared with a $712,000 loss in 1999, and a $2,204,000 loss in 1998. The Company anticipates additional devaluation losses in Venezuela during 2001, but it is unable to predict the extent of either the devaluation, or its financial impact. Should Venezuela experience a 25 to 50 percent devaluation, Company losses could range from approximately $600,000 to $1,000,000. Using the same assumptions in 1999 resulted in the Company estimating foreign currency losses in Venezuela for 2000 ranging from $350,000 to $600,000. 13 During the latter part of calendar 2000, the Company commenced an economic evaluation of the useful lives of its drilling rigs. The evaluation is not yet complete, but preliminary results indicate that, beginning in fiscal 2001, the useful lives of the Company’s drilling rigs may be extended, thereby reducing annual rig depreciation expense. OIL AND GAS DIVISION operating results include those from its Exploration and Production segment, as depicted in the following table. The Natural Gas Marketing segment will be discussed separately. Exploration & Production Revenues (in 000’s) . . . . . . . . . . . . . . . . . . . . . . Operating Profit (in 000’s) . . . . . . . . . . . . . . . . . . Natural Gas Production (Mmcf per day) . . . . . . . Average Natural Gas Price (per Mcf) . . . . . . . . . Crude Oil Production (barrels per day) . . . . . . . . Average Crude Oil Price (per barrel) . . . . . . . . . 2000 $157,583 $066,604 128.2 $0002.79 2,405 $0027.95 1999 $95,953 $11,245 121.2 $001.83 1,779 $014.60 1998 $98,696 $28,088 117.4 $002.04 1,921 $014.74 Exploration and Production segment revenues and operating profit increased significantly this year as average prices received for the Company’s production rose dramatically. Average prices received for natural gas increased by 52 percent and average crude oil prices increased by 91 percent. Crude oil and natural gas production for the Company increased by 36 percent and six percent, respectively. Increased exploration drilling caused dry hole and abandonment charges to rise to $22.6 million in 2000, compared with $11.4 million in 1999, and $10.9 million in 1998. Revenues and operating profit for 1999 declined from the previous year due to a ten percent reduction in natural gas prices and a seven percent reduction in oil production. Additionally, geophysical expense rose during that period from $4.5 million in 1998, to $8.2 million in 1999. Also negatively impacting 1999 results was a $10.1 million impairment charge. That charge compares with $5.4 million in 1998, and $4.0 million in 2000. During 2001, the Company intends to increase its capital spending over the previous year in order to participate in more exploration opportunities. Therefore, operating profit for the coming year could be impacted by possible increases in geophysical, dry hole, and abandonment expenses. Although natural gas prices were higher during the early part of fiscal 2001, it is difficult to predict the level of crude oil and natural gas prices for the remainder of the year and the impact on operating profit. 14 The Company has retained the investment banking firm of Petrie Parkman & Co. to analyze, develop, and facilitate possible strategic options for the Oil and Gas segment. It is uncertain whether such a transaction will occur or, if so, when it might occur. The Company’s Natural Gas Marketing segment, Helmerich & Payne Energy Services, Inc., (HPESI) derives most of its revenues from selling natural gas produced by other unaffiliated companies. Total Natural Gas Marketing segment revenues were $80,907,000 in 2000, $55,259,000 in 1999, and $53,499,000 in 1998. Operating profit was $5,271,000 in 2000, $4,418,000 in 1999, and $2,418,000 in 1998. Most of the natural gas owned and produced by the Exploration and Production segment is sold through HPESI to third parties at variable prices based on industry pricing publications or exchange quotations. Revenues for the Company’s own natural gas production are reported by the Exploration and Production segment with the Natural Gas Marketing segment retaining a market-based fee from the sale of such production. HPESI sells most of its natural gas with monthly or daily contracts tied to industry market indices, such as Inside FERC Gas Market Report. The Company, through HPESI, has natural gas delivery commitments for periods of less than a year for approximately 59 percent of its total natural gas production. At times, the Exploration and Production segment may direct HPESI to enter into fixed price natural gas sales contracts on its behalf for a small portion (normally less than 20 percent) of its natural gas sales for periods of less than 12 months to guarantee a certain price. In 2000, HPESI had approximately 13.6 percent of its natural gas sales portfolio dedicated to such fixed price sales contracts compared to 2.3 percent in 1999. As of September 30, 2000, HPESI had fixed price contracts for less than four percent of its projected monthly sales for the months of November, 2000 through March, 2001, and no fixed price contracts thereafter. Statement of Financial Accounting Standards (SFAS) No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 137 and SFAS No. 138, is effective for fiscal years beginning after June 15, 2000, and requires that all derivatives be recognized as assets or liabilities in the balance sheet and that these instruments be measured at fair value. The effect of SFAS No. 133 on the Company’s results of operations and financial position for fiscal year 2001 is not expected to be material. 15 REAL ESTATE DIVISION revenues totaled $8,999,000 for 2000, $8,671,000 for 1999, and $8,922,000 for 1998. Operating profit was $5,346,000 in 2000, $5,338,000 in 1999, and $5,371,000 in 1998. Occupancy rates, revenues, and operating profit remained solid in 2000 due to the continued strength of the Tulsa economy. No material changes are anticipated in the Real Estate Division in 2001. LIQUIDITY AND CAPITAL RESOURCES The Company’s capital spending was $131,932,000 in 2000, $122,951,000 in 1999, and $266,299,000 in 1998. Net cash provided from operating activities for those same time periods were $201,836,000 in 2000, $158,694,000 in 1999, and $113,533,000 in 1998. In addition to the net cash provided by operating activities, the Company also generated net proceeds from the sale of portfolio securities of $12,569,000 in 2000, $2,803,000 in 1999, and $73,949,000 in 1998. In June 1998, the board of directors authorized the Company to repurchase up to 2,000,000 shares of its own stock. A total of 999,100 shares were repurchased in 1998 at a total cost of $19,112,000 and 20,600 shares were repurchased in 2000 at a total cost of $450,000. The Company plans to increase capital spending during 2001 in its Exploration and Production segment and its Contract Drilling Division. During fiscal 2000, the Company ordered 12 new rigs at an approximate cost of between $7.5 million and $8.25 million each and expects to take delivery of 11 of the new rigs in calendar 2001. The potential for new contract drilling projects requiring large amounts of capital is difficult to predict at this time. Total capital spending for the Company will likely exceed $200 million for 2001 and could be greater if additional attractive opportunities become available. Funding will come from internally generated cash, proceeds from security sales, and/or additional borrowings. Due to the need for additional funds during 1998 resulting from a reduction in operating cash flow, a significant increase in capital expenditures, and the purchase of Company stock, the Company increased its available short-term lines of credit and obtained long-term financing. As described in Note 2 of Notes to Consolidated Financial Statements, in October 1998, the Company obtained $50 million in long-term debt proceeds, which was used to pay off short-term borrowings. The $50 million of long-term debt matures in October 2003. The interest rate on this debt fluctuates based on the 30-day London Interbank Offered Rate (LIBOR). However, simultaneous to receiving 16 the $50 million in long-term debt proceeds, the Company entered into a $50 million interest rate swap agreement with a major national bank. The swap effectively fixes the interest rate on this facility at 5.38 percent for the entire five-year term of the note. The estimated fair value of the interest rate swap was $2,329,000 at September 30, 2000. The Company’s interest rate risk exposure is limited to its potential short-term borrowings and results predominately from fluctuations in short-term interest rates as measured by 30-day LIBOR. The strength of the Company’s balance sheet is substantial, with current ratios for 2000 and 1999 at 3.4 and 2.2, respectively, and with total bank borrowings of only four percent of total assets at September 30, 2000. Additionally, the Company manages a large portfolio of marketable securities that, at the close of 2000, had a market value of $383,036,000, with a cost basis of $133,254,000. The portfolio, heavily weighted in energy stocks, is subject to fluctuation in the market and may vary considerably over time. Excluding the Company’s investment in Atwood Oceanics, Inc., which is accounted for as an equity-method investment, the portfolio is marked to market on the Company’s balance sheet for each reporting period. During 2000, the Company paid a dividend of $0.285 per share, or a total of $14,175,000, representing the 29th consecutive year of dividend increases. Stock Portfolio Held by the Company September 30, 2000 Number of Shares Cost Basis (in thousands, except share amounts) Market Value Occidental Petroleum Corporation . . . . . . . . . . . . . . . . . Atwood Oceanics, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . Schlumberger, Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transocean Sedco Forex, Inc. . . . . . . . . . . . . . . . . . . . . SUNOCO, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Phillips Petroleum Company. . . . . . . . . . . . . . . . . . . . . . BANK ONE CORPORATION. . . . . . . . . . . . . . . . . . . . . . Kerr-McGee Corporation . . . . . . . . . . . . . . . . . . . . . . . . ONEOK, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000,000 3,000,000 1,480,000 286,528 312,546 240,000 175,000 184,500 225,000 $ 23,775 46,353 23,511 9,509 2,873 5,976 1,969 4,899 2,751 11,638 $133,254 $ 21,812 125,063 121,823 16,798 8,419 15,060 6,661 12,223 8,947 46,230 $383,036 17 Consolidated Balance Sheets HELMERICH & PAYNE, INC. Assets CURRENT ASSETS: September 30, 2000 1999 (in thousands) Cash and cash equivalents .............................................................. Accounts receivable, less reserve of $2,003 and $2,908 ........................ Inventories ................................................................................... Prepaid expenses and other ............................................................ Total current assets .................................................................. $ 108,087 106,630 25,598 24,829 $ 21,758 99,598 25,187 14,081 265,144 160,624 INVESTMENTS ................................................................................. 304,326 238,475 PROPERTY, PLANT AND EQUIPMENT, at cost: Contract drilling equipment .............................................................. Oil and gas properties..................................................................... Real estate properties..................................................................... Other .......................................................................................... Less__Accumulated depreciation, depletion and amortization ................. 891,749 457,724 50,649 80,268 881,269 446,889 49,065 71,139 1,480,390 806,785 1,448,362 757,147 Net property, plant and equipment ............................................... 673,605 691,215 OTHER ASSETS ............................................................................... 16,417 19,385 TOTAL ASSETS ................................................................................ $ 1,259,492 $ 1,109,699 The accompanying notes are an integral part of these statements. 18 Liabilities and Shareholders’ Equity September 30, 2000 1999 (in thousands, except share data) CURRENT LIABILITIES: Accounts payable ............................................................................. Accrued liabilities ............................................................................. Notes payable ................................................................................. Total current liabilities ............................................................... 78,894 $ 32,279 46,615 $ 25,704 41,200 5,000 71,904 NONCURRENT LIABILITIES: Long-term notes payable ................................................................... Deferred income taxes ...................................................................... Other ............................................................................................. Total noncurrent liabilities .......................................................... 50,000 156,650 18,245 224,895 50,000 116,588 23,098 189,686 SHAREHOLDERS’ EQUITY: Common stock, $.10 par value, 80,000,000 shares authorized, 53,528,952 shares issued ............................................................... 5,353 5,353 Preferred stock, no par value, 1,000,000 shares authorized, no shares issued .......................................................................... Additional paid-in capital .................................................................... Retained earnings ............................................................................ Unearned compensation .................................................................... Accumulated other comprehensive income ............................................ Less treasury stock, 3,548,480 shares in 2000 and 3,903,285 shares in 1999, at cost .... Total shareholders’ equity .......................................................... 66,090 813,885 (3,277) 106,064 988,115 32,412 955,703 61,411 745,956 (4,487 75,182 ) 883,415 35,306 848,109 TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY................................. $1,259,492 $1,109,699 The accompanying notes are an integral part of these statements. 19 Consolidated Statements of Income HELMERICH & PAYNE, INC. Years Ended September 30, 2000 1999 1998 (in thousands, except per share amounts) REVENUES: Sales and other operating revenues.................................... Income from investments.................................................. $599,122 31,973 $556,562 7,757 $592,037 44,603 ............................................................................................... 631,095 564,319 636,640 COSTS AND EXPENSES: Operating costs .............................................................. Depreciation, depletion and amortization.............................. Dry holes and abandonments ............................................ Taxes, other than income taxes.......................................... General and administrative ............................................... Interest ......................................................................... ............................................................................................... 316,933 110,851 22,692 29,202 11,578 3,076 494,332 332,330 109,167 11,727 25,478 14,198 6,481 499,381 346,066 88,350 11,572 25,728 11,762 942 484,420 INCOME BEFORE INCOME TAXES AND EQUITY IN INCOME OF AFFILIATE ................................... 136,763 64,938 152,220 INCOME TAX EXPENSE ...................................................... 57,684 25,706 56,677 EQUITY IN INCOME OF AFFILIATE net of income taxes ......................................................... 3,221 3,556 5,611 NET INCOME..................................................................... $082,300 $142,788 $101,154 EARNINGS PER COMMON SHARE: BASIC .......................................................................... DILUTED ...................................................................... $0561.66 $0561.64 $ $ 0.87 0.86 $ 2.03 $ 2.00 AVERAGE COMMON SHARES OUTSTANDING: BASIC .......................................................................... DILUTED ...................................................................... 49,534 50,035 49,243 49,817 49,948 50,565 The accompanying notes are an integral part of these statements. 20 Consolidated Statements of Shareholders’ Equity HELMERICH & PAYNE, INC. Common Stock Shares Amount Additional Paid-in Capital Unearned Compensation Retained Earnings Treasury Stock Shares Amount (in thousands, except per share amounts) Accumulated Other Comprehensive Income (Loss) Total Balance, Sept. 30, 1997 ............ 53,529 $5,353 $51,316 $(9,000 $629,562 3,501 ($20,105) $114,454 $780,580 Comprehensive Income: Net Income .......................... Other comprehensive loss, net of tax—unrealized losses on available-for-sale securities ..... Comprehensive income ............ Cash dividends ($.275 per share) Exercise of Stock Options.......... Purchase of stock for treasury .... Lapse of restrictions on Restricted Stock Awards .......... Stock issued under Restricted Stock Award Plan................... Amortization of deferred Compensation....................... Balance, Sept. 30, 1998 ............ 53,529 Comprehensive Income: Net Income .......................... Other comprehensive income, net of tax—unrealized gains on available-for-sale securities . Comprehensive income ............ Cash dividends ($.28 per share) .. Exercise of Stock Options.......... Lapse of restrictions on Restricted Stock Awards .......... Stock issued under Restricted Stock Award Plan................... Amortization of deferred Compensation....................... Balance, Sept. 30, 1999 ............ 53,529 Comprehensive Income: Net Income .......................... Other comprehensive income, net of tax—unrealized gains on available-for-sale securities ..... Comprehensive income ............ Cash dividends ($.285 per share) Exercise of Stock Options.......... Purchase of stock for treasury .... Lapse of restrictions on Restricted Stock Awards .......... Stock issued under Restricted Stock Award Plan................... Amortization of deferred Compensation....................... Balance, Sept. 30, 2000 ............ 53,529 The accompanying notes are an integral part of these statements. 101,154 (59,765) (14,007) (174) 999 1,015 (19,112) 1,833 98 5,757 (6,791) (180) 1,034 5,353 59,004 1,186 (5,605) 166 716,875 4,146 (37,168) 54,689 42,788 20,493 (13,866) (226) 1,710 2,201 69 137 (289) (17) 152 5,353 61,411 1,407 (4,487) 159 745,956 3,903 (35,306) 75,182 82,300 30,882 (14,448) (366) 21 3,253 (450) 4,491 31 157 (248) (10) 91 $5,353 $66,090 1,458 ($3,277) 77 $813,885 3,548 ($32,412) $106,064 101,154 (59,765) 41,389 (14,007) 2,848 (19,112) 98 1,352 793,148 42,788 20,493 63,281 (13,866) 3,911 69 1,566 848,109 82,300 30,882 113,182 (14,448) 7,744 (450) 31 1,535 $955,703 21 Consolidated Statements of Cash Flows HELMERICH & PAYNE, INC. Years Ended September 30, 2000 1999 1998 (in thousands) CASH FLOWS FROM OPERATING ACTIVITIES: Net income ........................................................................ Adjustments to reconcile net income to net cash provided by operating activities: $(082,300 $(142,788 $(101,154 Depreciation, depletion and amortization........................... Dry holes and abandonments ......................................... Equity in income of affiliate before income taxes ................. Amortization of deferred compensation ............................. Gain on sale of securities and non-monetary investment income Gain on sale of property, plant and equipment .................... Other - net .................................................................. Change in assets and liabilities: Accounts receivable .................................................. Inventories .............................................................. Prepaid expenses and other ....................................... Accounts payable ..................................................... Accrued liabilities ..................................................... Deferred income taxes ............................................... Other noncurrent liabilities .......................................... ........................................................................................... Net cash provided by operating activities ................... 110,851 22,692 (5,196) 1,535 (24,000) (2,479) 944 (7,032) (411) (7,780) 6,575 7,557 21,133 (4,853) 119,536 201,836 109,167 11,727 (5,735) 1,566 (2,547) (6,900) 2,148 19,797 214 (5,079) (16,147) 2,367 559 4,769 115,906 88,350 11,572 (9,050) 1,352 (38,421) (2,951) 974 (20,698) (5,762) (4,682) (194) (8,692) (1,231) 1,812 12,379 158,694 113,533 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures, including dry hole costs ........................... Proceeds from sale of property, plant and equipment .................. Purchase of investments....................................................... Proceeds from sale of securities ............................................. (131,932) 18,044 (122,951) 9,990 12,569 (537) 2,803 (266,299) 15,414 1,056 73,949 Net cash used in investing activities .......................... (101,319) (110,695) (175,880) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from notes payable................................................. Payments made on notes payable .......................................... Dividends paid .................................................................... Purchases of stock for treasury .............................................. Proceeds from exercise of stock options .................................. Net cash provided by (used in) financing activities ....... (5,000) (14,175) (450) 5,437 (14,188) 102,000 (141,800) (13,849) 2,932 (50,717) 169,800 (80,000) (13,802) (19,112) 1,974 58,860 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS...................................................................... CASH AND CASH EQUIVALENTS, beginning of period ................. CASH AND CASH EQUIVALENTS, end of period ......................... 86,329 21,758 $(108,087 (2,718) 24,476 $(021,758 (3,487) 27,963 $(024,476 The accompanying notes are an integral part of these statements. 22 Notes to Consolidated Financial Statements HELMERICH & PAYNE, INC. September 30, 2000,1999 and 1998 NOTE 1 SUMMARY OF ACCOUNTING POLICIES CONSOLIDATION - The consolidated financial statements include the accounts of Helmerich & Payne, Inc. (the Company), and all of its wholly-owned subsidiaries. Fiscal years of the Company’s foreign consolidated operations end on August 31 to facili- tate reporting of consolidated results. TRANSLATION OF FOREIGN CURRENCIES - The Company has determined that the functional currency for its foreign subsidiaries is the U.S. dollar. The foreign cur- rency transaction loss for 2000, 1999, and 1998 was $664,000, $21,000, and $1,953,000, respectively. USE OF ESTIMATES - The preparation of financial statements in conformity with generally accepted accounting principles requires manage- ment to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. PROPERTY, PLANT AND EQUIPMENT - The Company follows the successful efforts method of accounting for oil and gas properties. Under this method, the Company capitalizes all costs to acquire mineral inter- ests in oil and gas properties, to drill and equip exploratory wells which find proved reserves and to drill and equip development wells. Geological and geophysical costs, delay rentals and costs to drill exploratory wells which do not find proved reserves are expensed. Capitalized costs of producing oil and gas properties are depreciated and deplet- ed by the unit-of-production method based on proved oil and gas reserves as determined by the Company and its inde- pendent engineers. Reserves are recorded for capitalized costs of undeveloped leases based on management’s esti- mate of recoverability. Costs of surrendered leases are charged to the reserve. In accordance with Statement of Financial Accounting Stan- dards (SFAS) No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Dis- posed Of”, the Company recognizes impairment losses for long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows are not sufficient to recover the carrying amount of the asset. In 2000, the Company recognized an impairment charge of approximately $4.0 million for proved Exploration and Production properties which is included in depreciation, depletion and amortization expense. After-tax, the impair- ment charge reduced 2000 net income by approximately $2.5 million, $0.05 per share on a diluted basis. In 1999, the Company recognized an impairment charge of approximately $10.1 million for proved Exploration and Production prop- erties which is included in depreciation, depletion and amortization expense. After-tax, the impairment charge reduced 1999 net income by approximately $6.2 million, $0.13 per share on a diluted basis. In 1998, the Company rec- ognized an impairment charge of approximately $5.4 million for proved Exploration and Production properties which is included in depreciation, depletion and amortization expense. After-tax, the impairment charge reduced net income by approximately $3.4 million, $0.07 per share on a diluted basis. The Company evaluates impairment of exploration and production assets on a field by field basis. Fair value on all long-lived assets are based on discounted future cash flows or information provided by sales and purchases of similar assets. Substantially all property, plant and equipment other than oil and gas properties is depreciated using the straight-line method based on the following estimated useful lives: YEARS Contract drilling equipment ............................................. 4-10 Real estate buildings and equipment.............................. 10-50 Other ............................................................................... 3-33 CASH AND CASH EQUIVALENTS - Cash and cash equivalents consist of cash in banks and investments readily convertible into cash which mature within three months from the date of purchase. INVENTORIES - Inventories, primarily materials and supplies, are valued at the lower of cost (moving average or actual) or market. DRILLING REVENUE - Contract drilling revenues are comprised primarily of daywork drilling contracts for which the related revenues and expenses are recognized as work progresses. Fiscal 2000 and 1999 con- tract drilling revenues also include revenues of $4,109,000 and $40,790,000, respectively, from a rig construction contract for which revenues were recognized based on the percentage-of- completion method, measured by the percentage that incurred costs to date bear to total estimated costs. The Company does not currently have any third party rig construction contracts. GAS IMBALANCES - The Company recognizes revenues from gas wells on the sales method, and a liability is recorded for permanent imbalances resulting from gas wells in which the Company has sold more production than it is entitled. INVESTMENTS - The cost of securities used in determining realized gains and losses is based on average cost of the security sold. Net income in 2000 includes approximately $6,637,000, $0.13 per share on a diluted basis, on gains related to non-monetary transactions within the Company’s available-for-sale security investment portfolio which were accounted for at fair value. Investments in companies owned from 20 to 50 percent are accounted for using the equity method with the Company recog- 23 nizing its proportionate share of the income or loss of each investee. The Company owned approximately 22 percent of Atwood Oceanics, Inc. (Atwood) at both September 30, 2000 and 1999. The quoted market value of the Company’s investment was $125,063,000 and $91,687,500 at September 30, 2000 and 1999, respectively. Retained earnings at September 30, 2000 includes approximately $21,918,000 of undistributed earnings of Atwood. Summarized financial information of Atwood is as follows: Gross revenues .............................................................. Costs and expenses ........................................................ Net income .................................................................... Helmerich & Payne, Inc.’s equity in net income, net of income taxes .................................................... Current assets ................................................................ Noncurrent assets ........................................................... Current liabilities ............................................................. Noncurrent liabilities ........................................................ Shareholders’ equity ........................................................ 2000 $ 134,514 111,366 $ 23,148 $ 3,221 $ 63,951 248,334 17,484 77,332 217,469 1999 (in thousands) $ 150,009 122,289 $ 27,720 $ 3,556 $ 50,532 243,072 19,013 82,362 192,229 Helmerich & Payne, Inc.’s investment .................................. $ 46,353 $ 41,157 1998 $151,809 112,445 $ 39,364 $ 5,611 $ 51,587 230,150 26,723 91,248 163,766 $ 35,422 INCOME TAXES - Deferred income taxes are computed using the liability method and are provided on all temporary differences between the financial basis and the tax basis of the Company’s assets and liabilities. OTHER POST EMPLOYMENT BENEFITS - The Company sponsors a health care plan that provides post retirement medical benefits to retired employees. Employees who retire after November 1, 1992 and elect to participate in the plan pay the entire estimated cost of such benefits. The Company has accrued a liability for estimated workers compensation claims incurred. The liability for other benefits to former or inactive employees after employment but before retirement is not material. EARNINGS PER SHARE - Basic earnings per share is based on the weighted-average number of common shares outstanding during the period. Diluted earnings per share includes the dilutive effect of stock options and restricted stock. EMPLOYEE STOCK-BASED AWARDS - Employee stock-based awards are accounted for under Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” and related information. Fixed plan common stock options do not result in compensation expense, because the exercise price of the stock equals the market price of the underlying stock on the date of grant. TREASURY STOCK - Treasury stock purchases are accounted for under the cost method whereby the entire cost of the acquired stock is recorded as treasury stock. Gains and losses on the subsequent reissuance of shares are credited or charged to additional paid-in-capital using the average-cost method. DERIVATIVES - As described in Note 2, the Company entered into an interest rate swap agreement in October 1998. This agreement involves the exchange of an amount based on a fixed interest rate for an amount based on a variable interest rate without an exchange of the notional amount upon which the payments are based. The difference to be paid or received is accrued and recognized as an adjustment of interest expense. Gains and losses from termination of interest rate swap agreements are deferred and amor- tized as an adjustment to interest expense over the original term of the terminated swap agreement. NOTE 2 NOTES PAYABLE AND LONG-TERM DEBT At September 30, 2000, the Company had committed bank lines totaling $85 million; $50 million expires October 2003 and $35 million expires May 2001. Additionally, the Company had uncommitted credit facilities totaling $10 million. Collectively, the Company had $50 million in outstanding borrowings and outstanding letters of credit totaling $8.2 million against these lines at September 30, 2000. Concurrent with a $50 million borrowing under the facility that expires October 2003, the Company entered into an interest rate swap with a notional value of $50 million. The swap effectively converts this $50 million facility from a floating rate to a fixed effective rate of 5.38 percent. The interest rate swap closely correlates with the terms and maturity of the $50 million facility. Excluding the impact of the interest rate swap, the average interest rate for the borrowings at September 30, 2000, was approximately 6.61 percent on a 360 day basis. Under the various credit agreements, the Company must meet certain requirements regarding levels of debt, net worth and earnings. 24 NOTE 3 INCOME TAXES The components of the provision (benefit) for income taxes are as follows: Years Ended September 30, 2000 CURRENT: Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 25,736 8,766 Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,366 State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37,868 DEFERRED: Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TOTAL PROVISION: 12,318 6,146 1,352 19,816 $ 57,684 1999 (in thousands) 1998 $ 39,684 15,963 1,744 27,391 (842) (771) (72) (1,685) $ 25,706 $ 36,705 18,728 4,751 60,184 (4,108) 927 (326) (3,507) $ 56,677 The amounts of domestic and foreign income are as follows: Years Ended September 30, 2000 1999 (in thousands) 1998 INCOME BEFORE INCOME TAXES AND EQUITY IN INCOME OF AFFILIATE: Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $129,373 7,390 Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $136,763 $ 41,693 23,245 $ 64,938 $106,228 45,992 $152,220 Effective income tax rates on income as compared to the U.S. Federal income tax rate are as follows: 1999 Years Ended September 30, 2000 U.S. Federal income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends received deduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of foreign taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-conventional fuel source credits utilized . . . . . . . . . . . . . . . . . Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35% -- 5 -- 2 42% 35% (1) 5 (1) 2 40% The components of the Company’s net deferred tax liabilities are as follows: 2000 September 30, 1999 (in thousands) DEFERRED TAX LIABILITIES: Property, plant and equipment Available-for-sale securities Pension provision Equity investment Other Total deferred tax liabilities DEFERRED TAX ASSETS: Financial accruals Other Total deferred tax assets $ 75,653 72,583 4,075 12,734 1,217 166,262 9,612 —00 9,612 $ 59,695 53,651 3,951 10,759 923 128,979 8,832 3,559 12,391 NET DEFERRED TAX LIABILITIES $ 156,650 $ 116,588 1998 35% - 2 - - 37% 25 NOTE 4 SHAREHOLDERS’ EQUITY In June 1998, the board of directors authorized the repurchase of up to 2,000,000 shares of its common stock in open market or private transactions. The repurchased shares will be held in treasury and used for general corporate purposes including use in the Company’s benefit plans. During fiscal 1998, the Company purchased 999,100 shares at a total cost of approximately $19 million and in fiscal 2000 purchased 20,600 shares at a cost of approximately $450,000. The Company did not purchase any shares in fiscal 1999. As of September 30, 2000, the Company is authorized to repurchase up to 979,400 additional shares. The Company has several plans providing for common stock-based awards to employees and to non-employee directors. The plans permit the granting of various types of awards including stock options and restricted stock. Awards may be granted for no consideration other than prior and future services. The purchase price per share for stock options may not be less than the market price of the underlying stock on the date of grant. Stock options expire 10 years after grant. The Company has reserved 983,776 shares of its treasury stock to satisfy the exercise of stock options issued under the 1990 Stock Option Plan. Effective December 4, 1996, additional options are no longer granted under this plan. Options granted under the 1990 plan generally vest over a seven year period. Options granted under the plan become exercisable in increments as out- lined in the plan. In March 1997, the Company adopted the 1996 Stock Incentive Plan (the “Stock Incentive Plan”). The Stock Incentive Plan was effective December 4, 1996, and will terminate December 3, 2006. Under this plan the Company is authorized to grant options for up to 4,000,000 shares of the Company’s common stock at an exercise price not less than the fair market value of the common stock on the date of grant. Up to 600,000 shares of the total authorized may be granted to participants as restricted stock awards. Options granted under the 1996 plan vest over a four-year period. On September 30, 2000, 1,776,900 shares were available for grant under the Stock Incentive Plan. On September 30, 2000, 393,000 shares were available for grant under the Stock Incentive Plan as restricted stock awards. In fis- cal 2000, 1999 and 1998, 10,000, 17,000 and 180,000 shares of restricted stock, respectively, were granted at a weighted-average price of $24.75, $17.00 and $37.73, respectively, which approximated fair market value at the date of grant. Unearned compensation of $248,000, $289,000 and $6,791,000 for fiscal 2000, 1999 and 1998, respectively, is being amortized over a five-year period as compensation expense. The following summary reflects the stock option activity and related information (shares in thousands): Weighted-Average Weighted-Average Weighted-Average Options Exercise Price Options Exercise Price Options Exercise Price Outstanding at October 1, 2,574 $21.34 2,090 $22.09 1,745 $16.44 Granted Exercised Forfeited/Expired Outstanding on September 30, Exercisable on September 30, Shares available on September 30, for options that may be granted 767 (364) (22) 2,955 1,046 1,777 24.75 15.44 23.00 $22.94 $22.40 16.81 14.28 13.51 $21.34 $20.13 726 (238) (4) 2,574 782 2,537 36.84 12.15 17.54 $22.09 $15.63 544 (175) (24) 2,090 453 3,280 The following table summarizes information about stock options at September 30, 2000 (shares in thousands): Outstanding Stock Options Exercisable Stock Options Range of Exercise Prices to $16.50 $12.00 Weighted-Average Remaining Contractural Life 4.2 years Weighted-Average Exercise Price $13.64 Options 625 $16.51 $26.51 $12.00 to to to $26.50 1,797 $37.00 533 $37.00 2,955 8.2 years 7.2 years 7.2 years $22.05 $36.84 $22.94 Options 437 342 267 1,046 Weighted-Average Exercise Price $13.60 $22.40 $36.84 $22.40 The following table reflects pro forma net income and earnings per share had the Company elected to adopt the fair value method of SFAS No. 123, “Accounting for Stock-Based Compensation”, in measuring compensation cost beginning with 1997 employee stock-based awards. 26 Years Ended September 30, 2000 1999 1998 (in thousands, except per share data) Net Income: As reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pro forma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Basic earnings per share: As reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pro forma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted earnings per share: As reported . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pro forma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $82,300 $78,788 $001.66 $001.59 $001.64 $001.57 $42,788 $40,268 $000.87 $000.82 $000.86 $000.81 $101,154 $099,437 $0002.03 $0001.99 $0002.00 $0001.97 These pro forma amounts may not be representative of future disclosures since the estimated fair value of stock options is amortized to expense over the vesting period, and additional options may be granted in future years. The weighted-average fair values of options at their grant date during 2000, 1999 and 1998 were $10.80, $6.81, and $14.63, respective- ly. The estimated fair value of each option granted is calculated using the Black-Scholes option-pricing model. The following summa- rizes the weighted-average assumptions used in the model: Expected years until exercise . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expected stock volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2000 5.5 41% 1.8% 6.0% 1999 5.5 38% 1.2% 6.0% 1998 7.0 34% 1.6% 5.9% On September 30, 2000, the Company had 49,980,472 outstanding common stock purchase rights (“Rights”) pursuant to terms of the Rights Agreement dated January 8, 1996. Under the terms of the Rights Agreement each Right entitled the holder thereof to purchase from the Company one half of one unit consisting of one one-thousandth of a share of Series A Junior Participating Preferred Stock (“Preferred Stock”), without par value, at a price of $90 per unit. The exercise price and the number of units of Preferred Stock issuable on exercise of the Rights are subject to adjustment in certain cases to prevent dilution. The Rights will be attached to the common stock certificates and are not exercisable or transferrable apart from the common stock, until 10 business days after a person acquires 15% or more of the outstanding common stock or 10 business days following the commencement of a tender offer or exchange offer that would result in a person owning 15% or more of the outstanding common stock. In the event the Company is acquired in a merger or certain other business combination transactions (including one in which the Company is the sur- viving corporation), or more than 50% of the Company’s assets or earning power is sold or transferred, each holder of a Right shall have the right to receive, upon exercise of the Right, common stock of the acquiring company having a value equal to two times the exercise price of the Right. The Rights are redeemable under certain circumstances at $0.01 per Right and will expire, unless earlier redeemed, on January 31, 2006. As long as the Rights are not separately transferrable, the Company will issue one half of one Right with each new share of common stock issued. NOTE 5 EARNINGS PER SHARE A reconciliation of the weighted-average common shares outstanding on a basic and diluted basis is as follows: (in thousands) Basic weighted-average shares . . . . . . . . . . . . . . . . . . . . . . . . Effect of dilutive shares: Stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted weighted-average shares . . . . . . . . . . . . . . . . . . . . . . . . . 2000 49,534 492 9 501 50,035 1999 49,243 561 13 574 49,817 1998 49,948 595 22 617 50,565 Restricted stock of 180,000 shares at a weighted-average price of $37.73 and options to purchase 533,000 shares of common stock at a price of $36.84 were outstanding at September 30, 2000, but were not included in the computation of diluted earnings per common share. At September 30, 1999, restricted stock of 180,000 shares at a weighted-average price of $37.73 and options to purchase 540,000 shares of common stock at a price of $36.84 were outstanding, but were not included in the computation of diluted earnings per common share. At September 30, 1998, restricted stock of 180,000 shares at a weighted-average price of $37.73 and options to purchase 919,000 shares of common stock at a price of $32.40 were outstanding, but were not included in the computation of diluted earnings per common share. Inclusion of these shares would be antidilutive, as the exercise prices of the options exceed the average market price of the common shares. 27 NOTE 6 FINANCIAL INSTRUMENTS Notes payable bear interest at market rates and are carried at cost which approximates fair value. The estimated fair value of the Company’s interest rate swap is $2,329,000 at September 30, 2000, based on forward-interest rates derived from the year-end yield curve as calculated by the financial institution that is a counterparty to the swap. The estimated fair value of the Company’s avail- able-for-sale securities is primarily based on market quotes. The following is a summary of available-for-sale securities, which excludes those accounted for under the equity method of accounting (see Note 1): Gross Gross Estimated Equity Securities: September 30, 2000 September 30, 1999 Unrealized Unrealized Fair Cost Gains Losses Value (in thousands) $86,901 $76,057 $173,137 $122,369 $2,065 $1,108 $257,973 $197,318 During the years ended September 30, 2000, 1999, and 1998, marketable equity available-for-sale securities with a fair value at the date of sale of $12,640,000, $2,803,000, and $62,792,000, respectively, were sold. The gross realized gains on such sales of available-for-sale securities totaled $12,576,000, $2,547,000, and $30,820,000, respectively, and the gross realized losses totaled $0, $0, and $1,034,000 respectively. NOTE 7 ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The table below presents changes in the components of accumulated other comprehensive income (loss). Years Ended September 30, 2000 Balance, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . $075,182 Unrealized gains (losses) on available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . 73,810 Less: Reclassification adjustment for net gains realized in net income . . . . . . . . . . . . . . . . . Net unrealized gains (losses) . . . . . . . . . . . . . . . . . . . . Tax benefit (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net-of-tax amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (24,000) 49,810 (18,928) 30,882 1999 (in thousands) $54,689 1998 $114,454 35,600 (2,547) 33,053 (12,560) 20,493 (66,610) (29,786) (96,396) 36,631 (59,765) Balance, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $106,064 $75,182 $154,689 NOTE 8 EMPLOYEE BENEFIT PLANS The following tables set forth the Company’s disclosures required by SFAS No. 132, “Employers’ Disclosures About Pensions and Other Postretirement Benefits”. Change in benefit obligation: Years ended September 30, 2000 1999 (in thousands) Benefit obligation at beginning of year ....................................................... Service cost................................................................................................ Interest cost................................................................................................ Actuarial (gain) loss ................................................................................... Benefits paid............................................................................................... Benefit obligation at end of year................................................................. $36,995 3,427 2,741 3,059 (1,384) $44,838 $36,954 3,700 2,468 (4,468) (1,659) $36,995 Change in plan assets: Years Ended September 30, 2000 1999 (in thousands) Fair value of plan assets at beginning of year............................................ Actual return on plan assets....................................................................... Benefits paid............................................................................................... Fair value of plan assets at end of year .................................................... Funded status of the plan........................................................................... Unrecognized net actuarial gain................................................................. Unrecognized prior service cost ................................................................. Unrecognized net transition asset .............................................................. Prepaid benefit cost.................................................................................... $58,517 3,478 (1,384) $60,611 $15,773 (5,016) 786 (1,079) $10,464 $(51,572 8,604 (1,659) $(58,517 $(21,522 (10,127) 1,025 (1,619) $(10,801 28 Weighted-average assumptions: Years Ended September 30, Discount rate ...................................................................... Expected return on plan ..................................................... Rate of compensation increase .......................................... Components of net periodic cost: 2000 7.50% 9.00% 5.00% Years Ended September 30, 2000 Service cost ........................................................................ Interest cost ........................................................................ Expected return on plan assets .......................................... Amortization of prior service cost ....................................... Amortization of transition asset .......................................... Recognized net actuarial gain ............................................ Net pension expense.......................................................... $ 3,427 2,741 (5,226) 238 (540) (303) $ 1,337 1999 7.50% 9.00% 5.00% 1999 (in thousands) $ 3,700 2,468 (4,606) 238 (540) 14 $(1,274 1998 6.75% 8.50% 5.00% 1998 $ 2,836 2,430 (4,542) 238 (540) (65) $ 357 Defined Contribution Plan: Substantially all employees on the United States payroll of the Company may elect to participate in the Company sponsored Thrift/401(k) Plan by contributing a portion of their earnings. The Company contributes amounts equal to 100 percent of the first five percent of the participant’s compensation subject to certain limitations. Expensed Company contributions were $3,545,000, $3,315,000, and $3,009,000 in 2000, 1999, and 1998, respectively. NOTE 9 ACCRUED LIABILITIES Accrued liabilities consist of the following: September 30, 2000 1999 (in thousands) Royalties payable ....................................................................................... Taxes payable - operations ........................................................................ Ad valorem tax ........................................................................................... Income taxes payable ................................................................................ Workers compensation claims.................................................................... Payroll and employee benefits ................................................................... Other .......................................................................................................... ..... $18,918 6,861 7,783 — 2,840 4,055 6,158 $46,615 $09,625 6,990 7,177 3,278 3,122 3,970 7,038 $41,200 NOTE 10 SUPPLEMENTAL CASH FLOW INFORMATION Years Ended September 30, 2000 Cash payments: Interest paid........................................................................ Income taxes paid .............................................................. $02,491 $39,673 1999 (in thousands) $05,705 $27,843 1998 $01,721 $61,056 NOTE 11 RISK FACTORS CONCENTRATION OF CREDIT - Financial instruments which potentially subject the Company to concentrations of credit risk consist primarily of temporary cash investments and trade receivables. The Company places temporary cash investments with established financial institutions and invests in a diversified portfolio of highly rated, short-term money market instruments. The Company’s trade receivables are primarily with companies in the oil and gas industry. The Company normally does not require collateral except for certain receivables of cus- tomers in its natural gas marketing operations. CONTRACT DRILLING OPERATIONS - International drilling operations are significant contributors to the Company’s revenues and net profit. It is possible that operating results could be affected by the risks of such activities, including economic conditions in the international markets in which the Company operates, political and economic instability, fluctuations in currency exchange rates, changes in international regulatory requirements, international employment issues, and the burden of complying with foreign laws. These risks may adversely affect the Company’s future operating results and financial position. The Company’s decreased rig utilization rates during fiscal 1999 continued in fiscal 2000. Depressed oil prices, the primary cause of the decrease, have since recovered, with utilization recovery lagging behind. The Company believes that its rig fleet is not currently impaired based on an assessment of future cash flows of the assets in question. However, it is possible that the Company’s assessment that it will recover the carrying amount of its rig fleet from future operations may change in the near term. 29 OIL AND GAS OPERATIONS - In estimating future cash flows attributable to the Company’s exploration and production assets, certain assumptions are made with regard to commodity prices received and costs incurred. Due to the volatility of commodity prices, it is possible that the Company’s assumptions used in estimating future cash flows for exploration and production assets may change in the near term. NOTE 12 NEW ACCOUNTING STANDARDS Statement of Financial Accounting Standards (SFAS) No. 133, “Accounting for Derivative Instruments and Hedging Activities”, as amended by SFAS No. 137 and SFAS No. 138, is effective for fiscal years beginning after June 15, 2000 and requires that all deriv- atives be recognized as assets or liabilities in the balance sheet and that these instruments be measured at fair value. The Company will adopt the provisions of SFAS No. 133, as amended, effective October 1, 2000. The impact of the Company’s adoption of SFAS No. 133, as amended, on the Company’s results of operations and financial position is not expected to be material. NOTE 13 SEGMENT INFORMATION The Company operates principally in the contract drilling industry, which includes a Domestic segment and an International seg- ment, and in the oil and gas industry, which includes an Exploration and Production segment and a Natural Gas Marketing segment. The contract drilling operations consist of contracting Company-owned drilling equipment primarily to major oil and gas exploration companies. The Company’s primary international areas of operation include Venezuela, Colombia, Ecuador, Argentina and Bolivia. Oil and gas activities include the exploration for and development of productive oil and gas properties located primarily in Oklahoma, Texas, Kansas, and Louisiana, as well as, the marketing of natural gas for third parties. The Natural Gas Marketing seg- ment also markets most of the natural gas produced by the Exploration and Production segment retaining a market based fee from the sale of such production. The Company also has a Real Estate segment whose operations are conducted exclusively in the met- ropolitan area of Tulsa, Oklahoma. The primary areas of operations include a major shopping center and several multi-tenant ware- houses. Each reportable segment is a strategic business unit which is managed separately as an autonomous business. Other includes investments in available-for-sale securities and corporate operations. The “other” component of Total Assets also includes the Company’s investment in equity-owned investments. The Company evaluates performance of its segments based upon operating profit or loss from operations before income taxes which includes revenues from external and internal customers; operating costs; depreciation, depletion and amortization; dry holes and abandonments and taxes other than income taxes. The accounting policies of the segments are the same as those described in Note 1, Summary of Accounting Policies. Intersegment sales are accounted for in the same manner as sales to unaffiliated customers. Summarized financial information of the Company’s reportable segments for each of the years ended September 30, 2000, 1999, and 1998 is shown in the following table: (in thousands) 2000: Contract Drilling External Sales Inter- Segment Total Sales Depreciation Operating Depletion & Amortization Profit Total Assets Additions to Long-Lived Assets Domestic . . . . . . . . . . . . . . . . . . . . $214,531 $(03,048 $217,579 $035,808 9,753 International . . . . . . . . . . . . . . . . . 136,549 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 351,080 45,561 Oil & Gas Operations 136,549 354,128 3,048 $035,310 38,096 73,406 $0,342,278 259,892 602,170 $040,722 13,825 54,547 Exploration and Production . . . . . 157,583 80,907 Natural Gas Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 238,490 8,999 Real Estate . . . . . . . . . . . . . . . . . . . . 32,526 Other . . . . . . . . . . . . . . . . . . . . . . . . . Eliminations . . . . . . . . . . . . . . . . . . . 157,583 80,907 238,490 10,544 32,526 (4,593) 1,545 (4,593) 66,604 5,271 71,875 5,346 33,462 164 33,626 1,598 2,221 174,466 21,897 196,363 24,235 436,724 65,804 175 65,979 2,909 8,497 Total . . . . . . . . . . . . . . . . . . . . . $631,095 $(00,000 $631,095 $122,782 $110,851 $1,259,492 $131,932 30 (in thousands) 1999: Contract Drilling External Sales Inter- Segment Total Sales Depreciation Operating Depletion & Amortization Profit Total Assets Additions to Long-Lived Assets Domestic . . . . . . . . . . . . . . . . . . . . $213,647 $(02,457 $216,104 $030,154 29,845 International . . . . . . . . . . . . . . . . . 182,987 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 396,634 59,999 Oil & Gas Operations 182,987 399,091 2,457 $031,164 36,178 67,342 $0,371,766 271,746 643,512 $057,975 17,293 75,268 Exploration and Production . . . . . Natural Gas Marketing . . . . . . . . . 95,953 55,259 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 151,212 8,671 Real Estate . . . . . . . . . . . . . . . . . . . . 7,802 Other . . . . . . . . . . . . . . . . . . . . . . . . . Eliminations . . . . . . . . . . . . . . . . . . . 95,953 55,259 151,212 10,202 7,802 (3,988) 1,531 (3,988) 11,245 4,418 15,663 5,338 38,658 174 38,832 1,427 1,566 151,898 15,156 167,054 22,816 276,317 44,333 261 44,594 1,445 1,644 Total . . . . . . . . . . . . . . . . . . . . . $564,319 $(00,000 $564,319 $081,000 $109,167 $1,109,699 $122,951 1998: Contract Drilling Domestic . . . . . . . . . . . . . . . . . . . . $177,059 $(04,084 $181,143 $035,817 50,834 International . . . . . . . . . . . . . . . . . 253,072 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 430,131 86,651 Oil & Gas Operations 253,072 434,215 4,084 $023,771 31,689 55,460 $0,351,193 303,907 655,100 $130,237 83,843 214,080 Exploration and Production . . . . . Natural Gas Marketing . . . . . . . . . 98,696 53,499 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 152,195 8,922 Real Estate . . . . . . . . . . . . . . . . . . . . 45,392 Other . . . . . . . . . . . . . . . . . . . . . . . . . Eliminations . . . . . . . . . . . . . . . . . . . 98,696 53,499 152,195 10,448 45,392 (5,610) 1,526 (5,610) 28,088 2,418 30,506 5,371 29,817 292 30,109 1,501 1,280 156,582 15,069 171,651 22,937 240,742 48,066 636 48,702 875 2,642 Total . . . . . . . . . . . . . . . . . . . . . $636,640 $(00,000 $636,640 $122,528 $088,350 $1,090,430 $266,299 The following table reconciles segment operating profit per the table on pages 30 and 31 to income before taxes and equity in income of affiliate as reported on the Consolidated Statements of Income (in thousands). Years Ended September 30, 2000 1999 1998 Segment operating profit ...................................................... Unallocated amounts: Income from investments .................................................... General and administrative expense ................................... Interest expense .................................................................. Corporate depreciation ........................................................ Other corporate expense ..................................................... Total unallocated amounts ............................................... Income before income taxes and equity in $122,782 $(81,000 $122,528 31,973 (11,578) (3,076) (2,152) (1,186) 13,981 7,757 (14,198) (6,481) (1,565) (1,575) (16,062) 44,603 (11,762) (942) (1,280) (927) 29,692 Income of affiliate................................................................. $136,763 $(64,938 $152,220 The following tables present revenues from external customers and long-lived assets by country based on the location of service provided (in thousands). Years Ended September 30, 2000 1999 1998 Revenues United States ................................................................... Venezuela........................................................................ Colombia ......................................................................... Other Foreign................................................................... Total............................................................................. Long-Lived Assets United States ................................................................... Venezuela........................................................................ Colombia ......................................................................... Other Foreign................................................................... Total............................................................................. $494,546 34,922 42,509 59,118 $631,095 $477,593 37,001 26,361 132,650 $673,605 Long-lived assets are comprised of property, plant and equipment. $381,332 59,481 60,838 62,668 $564,319 $479,753 62,931 46,621 101,910 $691,215 $383,568 131,137 79,675 42,260 $636,640 $475,832 85,703 59,848 70,988 $692,371 31 Revenues from one company doing business with the contract drilling segment accounted for approximately 15.2 percent, 17.5 percent and 14.5 percent of the total consolidated revenues during the years ended September 30, 2000, 1999, and 1998, respectively. Revenues from another company doing business with the contract drilling segment accounted for approximately 7.4 percent, 12 percent, and 10 percent of total consolidated revenues in the years ended September 30, 2000, 1999, and 1998, respectively. Collectively, revenues from companies controlled by the Venezuelan government accounted for approximately 3.6 percent, 5.6 percent and 16 percent of total consolidated revenues for the years ended September 30, 2000, 1999, and 1998, respectively. Collectively, the receivables from these customers were approximately $24.0 million and $35.6 million at September 30, 2000 and 1999, respectively. NOTE 14 SUPPLEMENTARY FINANCIAL INFORMATION FOR OIL AND GAS PRODUCING ACTIVITIES All of the Company’s oil and gas producing activities are located in the United States. Results of Operations from Oil and Gas Producing Activities - Years Ended September 30, 2000 Revenues ............................................................................ Production costs .................................................................. Exploration expense and valuation provisions ....................... Depreciation, depletion and amortization............................... Income tax expense ............................................................. Total cost and expenses.................................................... Results of operations (excluding corporate overhead $157,583 26,685 30,832 33,462 23,447 114,426 and interest costs) ............................................................ $043,157 1999 (in thousands) $95,953 23,058 22,992 38,658 3,437 88,145 $07,808 1998 $98,696 21,786 19,005 29,817 9,415 80,023 $18,673 Capitalized Costs - September 30, 2000 1999 (in thousands) Proved properties..................................................................................................... Unproved properties ................................................................................................ Total costs ........................................................................................................... Less - Accumulated depreciation, depletion and amortization................................. Net ........................................................................................................................ $430,675 27,050 457,725 314,091 $143,634 $421,552 25,337 446,889 312,644 $134,245 Costs Incurred Relating to Oil and Gas Producing Activities - Years Ended September 30, 2000 Property acquisition: Proved ............................................................................. Unproved ......................................................................... Exploration........................................................................... Development ....................................................................... Total ................................................................................. $00,105 11,040 43,833 18,843 $73,821 1999 (in thousands) $00,089 14,385 22,292 19,167 $55,933 1998 $00,107 9,096 18,107 28,259 $55,569 Estimated Quantities of Proved Oil and Gas Reserves (Unaudited) - Proved reserves are estimated quantities of crude oil, natural gas, and natural gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operat- ing conditions. Proved developed reserves are those which are expected to be recovered through existing wells with existing equip- ment and operating methods. The following is an analysis of proved oil and gas reserves as estimated by Netherland, Sewell & Associates, Inc. at September 30, 2000. All prior years were estimated by the Company and reviewed by independent engineers. 32 OIL (Bbls) GAS (Mmcf) Proved reserves at September 30, 1997 ................................................................... Revisions of previous estimates ................................................................................ Extensions, discoveries and other additions.............................................................. Production.................................................................................................................. Purchases of reserves-in-place ................................................................................. Sales of reserves-in-place ......................................................................................... Proved reserves at September 30, 1998 ................................................................... Revisions of previous estimates ................................................................................ Extensions, discoveries and other additions.............................................................. Production.................................................................................................................. Purchases of reserves-in-place ................................................................................. Sales of reserves-in-place ......................................................................................... Proved reserves at September 30, 1999 ................................................................... Revisions of previous estimates ................................................................................ Extensions, discoveries and other additions.............................................................. Production.................................................................................................................. Purchases of reserves-in-place ................................................................................. Sales of reserves-in-place ......................................................................................... 5,805,386 (331,280) 175,265 (701,180) 2,890 (189,768) 4,761,313 570,126 151,829 (649,370) 4,833,898 1,316,714 1,119,314 (880,304) 1,502 (85,987) 263,236 10,877 20,819 (42,862) 188 (632) 251,626 11,771 22,491 (44,240) 77 (2,105) 239,620 17,363 52,569 (46,923) 242 (373) Proved reserves at September 30, 2000 ................................................................... 6,305,137 262,498 Proved developed reserves at September 30, 1998............................................................................................... September 30, 1999............................................................................................... September 30, 2000............................................................................................... 4,754,319 4,828,071 5,847,217 249,376 229,765 217,334 Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves (Unaudited) - The “Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves” (Standardized Measure) is a disclosure requirement under Financial Accounting Standards Board Statement No. 69 “Disclosures About Oil and Gas Producing Activities”. The Standardized Measure does not purport to present the fair market value of a company’s proved oil and gas reserves. This would require consideration of expected future economic and operating conditions, which are not taken into account in calculating the Standardized Measure. Under the Standardized Measure, future cash inflows were estimated by applying year-end prices to the estimated future production of year-end proved reserves. Future cash inflows were reduced by estimated future production and development costs based on year-end costs to determine pre-tax cash inflows. Future income taxes were computed by applying the statutory tax rate to the excess of pre-tax cash inflows over the Company’s tax basis in the associated proved oil and gas properties. Tax credits and perma- nent differences were also considered in the future income tax calculation. Future net cash inflows after income taxes were dis- counted using a ten percent annual discount rate to arrive at the Standardized Measure. At September 30, 2000 1999 Future cash inflows .................................................................................................... Future costs - Future production and development costs ............................................................ Future income tax expense ................................................................................... Future net cash flows................................................................................................. 10% annual discount for estimated timing of cash flows ........................................... Standardized Measure of discounted future net cash flows ...................................... (in thousands) $1,377,922 $(688,766 (317,898) (331,672) 728,352 (240,281) $1,488,071 (188,579) (135,763) 364,424 (131,806) $(232,618 33 Changes in Standardized Measure Relating to Proved Oil and Gas Reserves (Unaudited) _ Years Ended September 30, 2000 1999 (in thousands) 1998 Standardized Measure - Beginning of year ........................... Increases (decreases) - Sales, net of production costs ............................................ Net change in sales prices, net of production costs ........... Discoveries and extensions, net of related future development and production costs ................................ Changes in estimated future development costs ............... Development costs incurred............................................... Revisions of previous quantity estimates ........................... Accretion of discount .......................................................... Net change in income taxes ............................................... Purchases of reserves-in-place.......................................... Sales of reserves-in-place.................................................. Other .................................................................................. Standardized Measure - End of year ..................................... $(232,618 $125,927 $205,035 (130,898) 261,926 156,840 (36,994) 13,587 57,730 30,951 (114,762) 542 (700) 17,231 $(488,071 (72,895) 142,970 38,164 (11,095) 16,558 17,713 16,700 (40,671) 96 (1,390) 541 $232,618 (76,910) (97,938) 21,922 (14,142) 25,149 5,089 28,012 30,436 65 (2,875) 2,084 $125,927 NOTE 15 SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (in thousands, except per share amounts) 2000 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter Revenues ............................................................................. Gross profit .......................................................................... Net income ........................................................................... Basic net income per share .................................................. Diluted net income per share ............................................... $149,581 37,852 20,461 .41 .41 $151,848 36,256 19,273 .39 .39 $151,968 32,605 18,557 .37 .37 $177,698 44,704 24,009 .48 .48 1999 1st 2nd 3rd 4th Quarter Quarter Quarter Quarter Revenues ............................................................................. Gross profit .......................................................................... Net income ........................................................................... Basic net income per share .................................................. Diluted net income per share ............................................... $143,864 25,071 12,811 .26 .26 $155,374 16,924 7,352 .15 .15 $131,799 23,532 12,196 .25 .24 $133,282 20,090 10,429 .21 .21 Gross profit represents total revenues less operating costs, depreciation, depletion and amortization, dry holes and abandonments, and taxes, other than income taxes. The sum of earnings per share for the four quarters may not equal the total earnings per share for the year due to changes in the average number of common shares outstanding. Net income in the first quarter of 2000 includes approximately $6.3 million ($0.13 per share, on a diluted basis) on gains related to a non-monetary dividend received and a gain on the conversion of shares of common stock of a Company investee pursuant to that investee being acquired. Net income in the fourth quarter of 2000 includes an after-tax charge of $2.5 million ($0.05 per share, on a diluted basis) related to the write-down of producing properties in accordance with SFAS No. 121. Net income in the second quarter of 1999 includes an after-tax charge of $5.5 million ($0.11 per share, on a diluted basis) in connec- tion with the drilling and completion of a pinnacle reef well with reserve values significantly below its carrying cost. 34 Report of Independent Auditors HELMERICH & PAYNE, INC. The Board of Directors and Shareholders Helmerich & Payne, Inc. We have audited the accompanying consolidated balance sheets of Helmerich & Payne, Inc. as of September 30, 2000 and 1999, and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended September 30, 2000. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Helmerich & Payne, Inc. at September 30, 2000 and 1999, and the consolidated results of its operations and its cash flows for each of the three years in the period ended September 30, 2000, in conformity with accounting principles generally accepted in the United States. Tulsa, Oklahoma November 17, 2000 Stock Price Information Closing Market Price Per Share 2000 1999 QUARTERS HIGH LOW HIGH First .................................................. Second ............................................. Third ................................................. Fourth............................................... $ 27.44 31.00 37.75 38.31 $ 19.13 20.00 29.06 30.06 $ 24.50 23.94 26.75 30.19 LOW $ 16.75 16.06 20.38 23.00 Dividend Information QUARTERS Paid Per Share Total Payment 2000 1999 2000 1999 First .................................................. $.070 $.070 .070 Second .............................................. .070 Third ................................................. .070 Fourth................................................ .070 .070 .075 $3,474,612 3,475,623 3,484,189 3,740,863 $3,457,626 3,459,168 3,464,109 3,468,377 STOCKHOLDERS’ MEETING The annual meeting of stockholders will be held on March 7, 2001. A formal notice of the meet- ing, together with a proxy statement and form of proxy, will be mailed to shareholders on or about January 26, 2001. STOCK EXCHANGE LISTING Helmerich & Payne, Inc. Common Stock is trad- ed on the New York Stock Exchange with the ticker symbol “HP.” The newspaper abbreviation most commonly used for financial reporting is “HelmP.” Options on the Company’s stock are also traded on the New York Stock Exchange. STOCK TRANSFER AGENT AND REGISTRAR As of December 15, 2000, there were 1,170 record holders of Helmerich & Payne, Inc. com- mon stock as listed by the transfer agent’s records. Our Transfer Agent is responsible for our share- holder records, issuance of stock certificates, and distribution of our dividends and the IRS Form 1099. Your requests, as shareholders, concerning these matters are most efficiently answered by corresponding directly with The Transfer Agent at the following address: UMB Bank Security Transfer Division 928 Grand Blvd., 13th Floor Kansas City, MO 64106 Telephone: (800) 884-4225 (816) 860-5000 FORM 10-K The Company’s Annual Report on Form 10-K, which has been submitted to the Securities and Exchange Commission, is available free of charge upon written request. DIRECT INQUIRIES TO: President Helmerich & Payne, Inc. Utica at Twenty-First Tulsa, Oklahoma 74114 Telephone: (918) 742-5531 Internet Address: http://www.hpinc.com 35 Eleven-Year Financial Review HELMERICH & PAYNE, INC. Years Ended September 30, 2000 1999 1998 1997 1996 1995 1994 1993 1992 1991 1990 REVENUES AND INCOME* › Contract Drilling Revenues ......................................................... Crude Oil Sales ........................................................................... Natural Gas Sales ....................................................................... Gas Marketing Revenues ........................................................... Real Estate Revenues ................................................................ Dividend Income ......................................................................... Other Revenues .......................................................................... Total Revenues† ......................................................................... Net Cash Provided by Continuing Operations† .......................... Income from Continuing Operations ........................................... Net Income ................................................................................. PER SHARE DATA Income from Continuing Operations‹ : Basic ...................................................................................... Diluted.................................................................................... Net Income‹ : Basic ...................................................................................... Diluted.................................................................................... Cash Dividends ........................................................................... Shares Outstanding*................................................................... FINANCIAL POSITION Net Working Capital* .................................................................. Ratio of Current Assets to Current Liabilities .............................. Investments* ............................................................................... Total Assets* ............................................................................... Long-Term Debt*......................................................................... Shareholders’ Equity* ................................................................. CAPITAL EXPENDITURES* Contract Drilling Equipment ........................................................ Wells and Equipment .................................................................. Real Estate ................................................................................. Other Assets (includes undeveloped leases).............................. Discontinued Operations............................................................. Total Capital Outlays ................................................................... PROPERTY, PLANT AND EQUIPMENT AT COST* Contract Drilling Equipment ........................................................ Producing Properties .................................................................. Undeveloped Leases .................................................................. Real Estate ................................................................................. Other ........................................................................................... Discontinued Operations............................................................. Total Property, Plant and Equipment........................................... 349,992 24,601 131,056 78,921 8,991 14,482 23,052 631,095 201,836 82,300 82,300 1.66 1.64 1.66 1.64 .285 49,980 394,715 9,479 81,533 54,263 8,663 3,569 12,097 564,319 158,694 42,788 42,788 .87 .86 .87 .86 .28 49,626 186,250 3.36 304,326 1,259,492 50,000 955,703 88,720 2.23 238,475 1,109,699 50,000 848,109 49,774 54,764 2,880 24,514 __ 68,639 29,947 1,435 22,930 __ 427,713 10,333 87,646 52,469 8,587 4,117 45,775 636,640 113,533 101,154 101,154 2.03 2.00 2.03 2.00 .275 49,383 58,861 1.47 200,400 1,090,430 50,000 793,148 206,794 38,970 854 19,681 __ 131,932 122,951 266,299 891,749 430,674 27,050 50,649 80,268 __ 881,269 421,552 25,337 49,065 71,139 __ 829,217 414,770 20,977 48,451 65,120 __ 315,327 20,475 87,737 66,306 8,224 5,268 14,522 517,859 165,568 84,186 84,186 1.69 1.67 1.69 1.67 .26 50,028 62,837 1.66 323,510 1,033,595 __ 780,580 109,036 35,024 1,095 16,022 __ 161,177 643,619 395,812 14,109 47,682 59,659 __ 244,338 15,378 60,500 57,817 8,076 3,650 3,496 393,255 121,420 45,426 72,566 .92 .91 1.47 1.46 .2525 49,771 51,803 1.83 229,809 821,914 __ 645,970 79,269 21,142 752 7,003 1,581 109,747 568,110 392,562 9,242 46,970 53,547 __ 1,480,390 1,448,362 1,378,535 1,160,881 1,070,431 203,325 13,227 33,851 34,729 7,560 3,389 10,640 306,721 84,010 5,788 9,751 .12 .12 .20 .20 .25 49,529 50,038 1.74 156,908 707,061 __ 562,435 80,943 19,384 873 9,717 859 111,776 501,682 384,755 8,051 46,642 55,655 13,937 1,010,722 182,781 13,161 45,261 51,874 7,396 3,621 6,058 310,152 74,463 17,108 24,971 .35 .35 .51 .51 .2425 49,420 76,238 2.63 87,414 621,689 __ 524,334 53,752 40,916 902 9,695 618 105,883 444,432 377,371 11,729 47,827 48,612 13,131 943,102 149,661 15,392 52,446 63,786 7,620 3,535 8,283 300,723 72,493 22,158 24,550 .46 .45 .51 .50 .24 49,275 104,085 3.24 84,945 610,504 3,600 508,927 24,101 23,142 436 5,901 629 54,209 418,004 340,176 10,010 47,502 45,085 12,545 873,322 112,833 16,369 38,370 40,410 7,541 4,050 6,646 226,219 60,414 8,973 10,849 .19 .19 .22 .22 .2325 49,152 82,800 3.31 87,780 585,504 8,339 493,286 43,049 21,617 690 16,984 158 82,498 404,155 329,264 12,973 47,286 43,153 11,962 848,793 105,364 17,374 35,628 10,055 7,542 5,285 20,020 201,268 50,006 19,608 21,241 .41 .41 .44 .44 .23 48,976 108,212 4.19 96,471 575,168 5,693 491,133 56,297 34,741 2,104 6,793 2,594 102,529 370,494 312,438 5,552 46,671 36,423 11,838 783,416 90,974 16,058 37,697 10,566 7,636 7,402 56,131 226,464 53,288 45,489 47,562 .94 .93 .98 .98 .22 48,971 146,741 3.72 99,574 582,927 5,648 479,485 18,303 16,489 1,467 5,448 1,153 42,860 324,293 287,248 5,507 44,928 32,135 9,270 703,381 * 000’s omitted. †Chemical operations were sold August 30, 1996. Prior year amounts have been restated to exclude discontinued operations. Includes $13.6 million ($.28 per share, on a diluted basis) effect of impairment charge for adoption of SFAS No. 121 in 1995 and cumulative effect of change in accounting for income taxes of $4,000,000 ($.08 per share, on a diluted basis) in 1994. › See Note 13 for segment presentation of revenues. 36 37 ‹ Eleven-Year Operating Review HELMERICH & PAYNE, INC. Years Ended September 30, 2000 1999 1998 1997 1996 1995 1994 1993 1992 1991 1990 CONTRACT DRILLING Drilling Rigs, United States ................................................................ Drilling Rigs, International .................................................................. Contract Wells Drilled, United States................................................. Total Footage Drilled, United States* ................................................. Average Depth per Well, United States ............................................. Percentage Rig Utilization, United States .......................................... Percentage Rig Utilization, International............................................ 47 40 335 4,058 12,115 87 47 46 44 242 2,938 12,142 75 53 46 44 242 2,938 12,142 95 88 38 39 246 2,753 11,192 88 91 41 36 233 2,499 10,724 82 85 41 35 212 1,933 9,119 71 84 47 29 162 1,842 11,367 69 88 42 29 128 1,504 11,746 53 68 39 30 100 1,085 10,853 42 69 46 25 106 1,301 12,274 47 69 49 20 119 1,316 11,059 50 45 PETROLEUM EXPLORATION AND DEVELOPMENT Gross Wells Completed ..................................................................... Net Wells Completed ......................................................................... Net Dry Holes..................................................................................... 81 42.7 9.1 49 23.9 7.1 62 35.7 4.2 100 49.3 9.6 63 35.3 7.3 59 27.4 5.9 44 15 1.7 42 15.9 4.3 54 17.8 4.3 45 20.2 4.3 36 15.3 3.4 PETROLEUM PRODUCTION Net Crude Oil and Natural Gas Liquids Produced (barrels daily)................................................................. Net Oil Wells Owned — Primary Recovery........................................ Net Oil Wells Owned — Secondary Recovery................................... Secondary Oil Recovery Projects ...................................................... Net Natural Gas Produced (thousands of cubic feet daily) ....................................................... Net Gas Wells Owned........................................................................ 2,405 107.1 55.5 3 1,779 124 54 5 1,921 124 53 5 128,204 453 121,206 439 117,431 436 2,700 133 49 5 110,859 410 2,212 176.9 63.8 12 94,358 378 2,214 186 64 12 72,387 354 2,431 202 71 14 72,953 341 2,399 202 71 14 78,023 307 2,334 220 74 14 75,470 289 2,152 227 55 12 66,617 278 2,265 223 46 12 65,147 194 REAL ESTATE MANAGEMENT Gross Leasable Area (square feet)* .................................................. Percentage Occupancy...................................................................... 1,652 91 1,652 95 1,652 97 1,652 95 1,654 94 1,652 87 1,652 83 1,656 86 1,656 87 1,664 86 1,664 85 TOTAL NUMBER OF EMPLOYEES Helmerich & Payne, Inc. and Subsidiaries......................................... 3,606 3,440 3,340 3,627 3,309 3,245 2,787 2,389 1,928 1,758 1,864 * 000’s omitted. 38 39 Directors Officers W. H. Helmerich, III Chairman of the Board Hans Helmerich President and Chief Executive Officer George S. Dotson Vice President, President of Helmerich & Payne International Drilling Co. Douglas E. Fears Vice President and Chief Financial Officer Steven R. Mackey Vice President, Secretary, and General Counsel Steven R. Shaw Vice President, Exploration & Production W. H. Helmerich, III Chairman of the Board Tulsa, Oklahoma Hans Helmerich President and Chief Executive Officer Tulsa, Oklahoma William L. Armstrong** Chairman Transland Financial Services, Inc. Denver, Colorado Glenn A. Cox* President and Chief Operating Officer, Retired Phillips Petroleum Company Bartlesville, Oklahoma George S. Dotson Vice President, President of Helmerich & Payne International Drilling Co. Tulsa, Oklahoma L. F. Rooney, III* Chief Executive Officer Manhattan Construction Company Tulsa, Oklahoma Edward B. Rust, Jr. Chairman and Chief Executive Officer State Farm Insurance Companies Bloomington, Illinois George A. Schaefer** Chairman and Chief Executive Officer, Retired Caterpillar Inc. Peoria, Illinois John D. Zeglis** President AT&T Basking Ridge, New Jersey * Member, Audit Committee ** Member, Human Resources Committee 40