HELMERICH & PAYNE, INC.
ANNUAL REPORT FOR 2017
4DEC201212435137
Helmerich & Payne, Inc.
Helmerich & Payne, Inc. is the holding company for Helmerich & Payne International
Drilling Co., a drilling contractor with land and offshore operations in the United States, South
America, and the Middle East. Holdings also include commercial real estate properties in the Tulsa,
Oklahoma area, and an energy-weighted portfolio of securities valued at approximately $70.2 million as
of September 30, 2017.
FINANCIAL HIGHLIGHTS
12DEC201409521166
Years Ended September 30,
2017
2016
2015
Operating Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted Earnings (loss) per Share . . . . . . . . . . . . . . . . . . . . . . .
Dividends Paid per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(in thousands, except per share amounts)
$1,624,232
(56,828)
(0.54)
2.763
257,169
6,832,019
$1,804,741
(128,212)
(1.20)
2.800
397,567
6,439,988
$3,161,702
420,427
3.85
2.75
1,131,445
7,147,242
Financial & Operating Review
HELMERICH & PAYNE, INC.
SUMMARY OF CONSOLIDATED STATEMENTS OF OPERATIONS*†
Years Ended September 30,
2017
2016
2015
Operating Revenues
Operating Costs, excluding depreciation and amortization . . . . . . . . . . . . . . . . . .
Depreciation and Amortization** . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
General and Administrative Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating Income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and Dividend Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain (Loss) on Investment Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (Loss) from Continuing Operations . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Income (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted Earnings Per Common Share:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,804,741 $1,624,232 $3,161,702
1,703,476
647,281
134,712
671,963
5,840
—
15,023
420,474
420,427
1,249,317
585,543
151,002
(172,541)
5,915
—
19,747
(127,863)
(128,212)
898,805
604,837
146,183
(25,966)
3,166
(25,989)
22,913
(52,990)
(56,828)
. . . . . . . . . . . . . . . . . . . . . . . . .
Income (Loss) from Continuing Operations
Net Income (Loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1.20)
(1.20)
(0.50)
(0.54)
3.85
3.85
*
†
**
$000’s omitted, except per share data
All data excludes discontinued operations except net income
2016 includes an asset impairment of $6,250 and depreciation of $598,587
2015 includes an asset impairment of $39,242 and depreciation of $608,039
SUMMARY FINANCIAL DATA*
Cash† . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 521,375 $ 905,561 $ 729,384
1,086,277
Working Capital† . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
104,354
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5,563,170
Property, Plant, and Equipment, Net† . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
7,147,242
Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
492,443
Long-term Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,895,846
Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,131,445
Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,242,561
84,955
5,144,733
6,832,019
491,847
4,560,925
257,169
890,953
84,026
5,001,051
6,439,988
492,902
4,164,591
397,567
*
†
$000’s omitted
Excludes discontinued operations
Rig Fleet Summary#†
Drilling Rigs—
U. S. Land—FlexRigs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U. S. Land—Highly Mobile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U. S. Land—Conventional . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Offshore Platform . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
International Land† . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Rig Fleet . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rig Utilization Percentage—
U. S. Land—FlexRigs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U. S. Land—Highly Mobile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U. S. Land—Conventional . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
U. S. Land—All Rigs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Offshore Platform . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
International Land† . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
348
—
2
8
38
396
45
0
0
45
74
36
346
—
2
9
38
395
30
0
13
30
82
39
341
—
2
9
38
390
63
0
11
62
93
51
†
Excludes discontinued operations
2014
2013
2012
2011
2010
2009
2008
2007
$3,715,968
2,006,715
523,984
135,273
1,053,174
1,543
45,234
4,657
706,610
706,563
$3,392,932
1,857,733
455,977
126,417
956,592
1,648
162,121
6,126
720,653
735,839
$3,158,543
1,755,249
388,019
107,113
911,767
1,390
—
8,662
571,305
578,741
$2,543,894
1,432,602
315,468
91,452
702,511
1,951
913
17,355
434,668
434,186
$1,875,162
1,071,959
262,658
81,479
451,796
1,811
—
17,158
286,081
156,312
$1,843,740
944,780
227,535
58,822
608,875
2,755
—
13,590
380,546
353,545
$1,869,371
987,838
195,343
56,429
640,084
3,524
21,994
18,721
420,258
461,738
$1,502,380
788,967
137,187
47,401
586,506
4,143
65,458
9,591
415,924
449,261
6.44
6.44
6.65
6.79
5.25
5.32
3.99
3.99
2.66
1.45
3.56
3.31
3.93
4.32
3.95
4.27
$ 360,307
767,497
236,644
5,187,587
6,725,316
39,502
4,891,169
951,536
$ 435,949
808,258
316,154
4,676,844
6,265,923
79,137
4,446,075
810,272
$
90,445
511,982
451,144
4,351,273
5,724,313
193,737
3,834,998
1,097,680
$ 364,246
537,034
347,924
3,677,070
5,003,001
234,279
3,270,047
694,264
$
63,020
417,888
320,712
3,275,020
4,264,311
359,110
2,807,465
329,572
$
96,142
157,103
356,404
3,194,273
4,159,323
418,467
2,683,009
876,839
$
77,549
274,519
199,266
2,605,384
3,587,524
474,648
2,265,474
697,906
$
67,445
209,766
223,360
2,068,812
2,884,710
444,510
1,815,516
885,583
322
—
7
9
36
374
91
0
3
86
89
74
286
—
16
9
29
340
87
0
2
82
89
82
264
—
18
9
29
320
97
0
14
89
79
78
221
4
23
9
24
281
99
0
16
86
77
70
182
11
27
9
28
257
87
0
17
73
80
71
163
11
27
9
33
243
76
29
39
68
89
70
146
12
27
9
19
213
100
83
80
96
75
72
118
12
27
9
16
182
100
93
87
97
65
89
(This page has been left blank intentionally.)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(cid:95) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
(cid:134) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended September 30, 2017
OR
For the transition period from to
Commission file number 1-4221
HELMERICH & PAYNE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
1437 S. Boulder Ave., Suite 1400, Tulsa, Oklahoma
(Address of Principal Executive Offices)
73-0679879
(I.R.S. Employer Identification No.)
74119-3623
(Zip Code)
Securities registered pursuant to Section 12(b) of the Act:
(918) 742-5531
Registrant’s telephone number, including area code
Title of Each Class
Common Stock ($0.10 par value)
Name of Each Exchange on Which Registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes (cid:95) No (cid:134)
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes (cid:134) No (cid:95)
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes (cid:95) No (cid:134)
Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that
the Registrant was required to submit and post such files). Yes (cid:95) No (cid:134)
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. (cid:95)
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer (cid:95)
Smaller reporting company (cid:134)
Accelerated filer (cid:134)
Emerging Growth Company (cid:134)
Non-accelerated filer (cid:134)
(Do not check if a smaller reporting company)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. (cid:134)
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes (cid:134) No (cid:95)
At March 31, 2017, the aggregate market value of the voting stock held by non-affiliates was approximately $7.03 billion.
Number of shares of common stock outstanding at November 10, 2017: 108,605,547
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s 2018 Proxy Statement for the Annual Meeting of Stockholders to be held on March 7, 2018 are incorporated by
reference into Part III of this Form 10-K. The 2018 Proxy Statement will be filed with the U.S. Securities and Exchange Commission (“SEC”) within
120 days after the end of the fiscal year to which this Form 10-K relates.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (“Form 10-K”) includes “forward-looking statements” within the meaning
of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended. All statements other
than statements of historical facts included in this Form 10-K, including, without limitation, statements regarding the
Registrant’s future financial position, business strategy, budgets, projected costs and plans and objectives of
management for future operations, are forward-looking statements. In addition, forward-looking statements generally
can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”,
“anticipate”, “believe”, or “continue” or the negative thereof or similar terminology. Although the Registrant believes
that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such
expectations will prove to be correct. Important factors that could cause actual results to differ materially from the
Registrant’s expectations or results discussed in the forward-looking statements are disclosed in this Form 10-K under
Item 1A—“Risk Factors”, as well as in Item 7—“Management’s Discussion and Analysis of Financial Condition and
Results of Operations.” All subsequent written and oral forward-looking statements attributable to the Registrant, or
persons acting on its behalf, are expressly qualified in their entirety by such cautionary statements. The Registrant
assumes no duty to update or revise its forward-looking statements based on changes in internal estimates, expectations
or otherwise, except as required by law.
HELMERICH & PAYNE, INC.
FORM 10-K
YEAR ENDED SEPTEMBER 30, 2017
TABLE OF CONTENTS
Page
PART I
Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 2.
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 3.
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 4.
Executive Officers of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART II
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
31
Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
33
Item 6.
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34
Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . .
Item 7.
49
Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 8.
50
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . . 107
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 107
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
1
7
19
20
29
29
30
Item 5.
Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . . 110
Item 13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . . . . . . . 110
Item 14. Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 110
PART III
Item 15. Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 111
Item 16. Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 115
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 116
PART IV
(This page has been left blank intentionally.)
Item 1. BUSINESS
PART I
Helmerich & Payne, Inc. (which together with its subsidiaries is identified as the “Company”, “we”, “us” or
“our,” except where stated or the context requires otherwise), was incorporated under the laws of the State of Delaware
on February 3, 1940, and is successor to a business originally organized in 1920. We are primarily engaged in contract
drilling of oil and gas wells for oil and gas exploration and production companies and this business accounts for almost
all of our operating revenues.
Our contract drilling business is composed of three reportable business segments: U.S. Land, Offshore and
International Land. During fiscal 2017, our U.S. Land operations drilled primarily in Colorado, Louisiana, Ohio,
Oklahoma, New Mexico, North Dakota, Pennsylvania, Texas, Utah, West Virginia and Wyoming. Offshore operations
were conducted in the Gulf of Mexico. Our International Land segment conducted drilling operations in four
international locations during fiscal 2017: Argentina, Bahrain, Colombia and United Arab Emirates (“UAE”).
We are also engaged in the ownership, development and operation of commercial real estate and the research,
development and lease for use in the oil and gas drilling industry of rotary steerable technology. Our real estate
investments located exclusively within Tulsa, Oklahoma, include a shopping center containing approximately 441,000
leasable square feet, multi-tenant industrial warehouse properties containing approximately one million leasable square
feet and approximately 210 acres of undeveloped real estate. Since 2008, our subsidiary, TerraVici Drilling
Solutions, Inc., has pursued the development of patented rotary steerable technology as a means to enhance our
horizontal and directional drilling services. We expect to continue research and development of this and other
technology in 2018. In addition, in June of 2017, we acquired MOTIVE Drilling Technologies, Inc. (“MOTIVE”).
MOTIVE has a proprietary Bit Guidance System that is an algorithm-driven system that considers the total economic
consequences of directional drilling decisions and has proven to consistently lower drilling costs through more efficient
drilling and increase hydrocarbon production through smoother wellbores and more accurate well placement. We intend
to utilize and continue to advance this technology to provide benefits for the drilling industry. Each of the businesses
operates independently of the others through wholly-owned subsidiaries. This operating decentralization is balanced by
centralized finance, legal, human resources and information technology organizations.
CONTRACT DRILLING
General
We believe that we are one of the major land and offshore platform drilling contractors in the western
hemisphere. Operating principally in North and South America, we specialize in shallow to deep drilling in oil and gas
producing basins of the United States and in drilling for oil and gas in international locations. In the United States, we
draw our customers primarily from the major oil companies and the larger independent oil companies. In South America,
our current customers include major international and national oil companies.
In fiscal 2017, we received approximately 55 percent of our consolidated operating revenues from our ten
largest contract drilling customers. EOG Resources, Inc., Continental Resources and Occidental Oil and Gas Corporation
(respectively, “EOG”, “Continental” and “Oxy”), including their affiliates, are our three largest contract drilling
customers. We perform drilling services for EOG and Continental in U.S. land operations and Oxy on a world-wide
basis. Revenues from drilling services performed for EOG, Continental and Oxy in fiscal 2017 accounted for
approximately 9 percent, 9 percent and 7 percent, respectively, of our consolidated operating revenues for the same
period.
Rigs, Equipment, R&D, Facilities, and Environmental Compliance
We provide drilling rigs, equipment, personnel and related ancillary services on a contract basis. These services
are provided so that our customers may explore for and develop oil and gas from onshore areas and from fixed
1
platforms, tension-leg platforms and spars in offshore areas. Each of the drilling rigs consists of engines, drawworks, a
mast, pumps, blowout preventers, a drill string and related equipment. The intended well depth and the drilling site
conditions are the principal factors that determine the size and type of rig most suitable for a particular drilling job. A
land drilling rig may be moved from location to location without modification to the rig. A platform rig is specifically
designed to perform drilling operations upon a particular platform. While a platform rig may be moved from its original
platform, significant expense is incurred to modify a platform rig for operation on each subsequent platform. In addition
to traditional platform rigs, we operate self-moving platform drilling rigs and drilling rigs to be used on tension-leg
platforms and spars. The self-moving rig is designed to be moved without the use of expensive derrick barges. The
tension-leg platforms and spars allow drilling operations to be conducted in much deeper water than traditional fixed
platforms.
Mechanical rigs rely on belts, pulleys and other mechanical devices to control drilling speed and other rig
processes. As such, mechanical rigs are not highly efficient or precise in their operation. In contrast to mechanical rigs,
SCR rigs rely on direct current for power. This enables motor speed to be controlled by changing electrical voltage.
Compared to mechanical rigs, SCR rigs operate with greater efficiency, more power and better control. AC rigs provide
for even greater efficiency and flexibility than what can be achieved with mechanical or SCR rigs. AC rigs use a variable
frequency drive that allows motor speed to be manipulated via changes to electrical frequency. The variable frequency
drive permits greater control of motor speed for more precision. Among other attributes, AC rigs are electrically more
efficient, produce more torque, utilize regenerative braking, have digital controls and AC motors require less
maintenance.
During the mid-1990’s, we undertook an initiative to use our land and offshore platform drilling experience to
develop a new generation of drilling rigs that would be safer, faster-moving and higher performing than mechanical rigs.
In 1998, we put to work a new generation of highly mobile/depth flexible land drilling rigs (individually the
“FlexRig®”). Since the introduction of our FlexRigs, we have focused on designing, building, and periodically
upgrading, high-performance, high-efficiency rigs to be used exclusively in our contract drilling business. We believed
that over time FlexRigs would displace older less capable rigs. With the advent of unconventional shale plays, our AC
drive FlexRigs have proven to be particularly well suited for more complex horizontal drilling requirements. The
FlexRig has been able to significantly reduce average rig move and drilling times compared to similar depth-rated
traditional land rigs. In addition, the FlexRig allows greater depth flexibility and provides greater operating efficiency.
The original rigs were designated as FlexRig1 and FlexRig2 rigs and were designed to drill wells with a depth of
between 8,000 and 18,000 feet. In 2001, we announced that we would build the next generation of FlexRigs, known as
“FlexRig3”, which incorporated new drilling technology and new environmental and safety design. This new design
included integrated top drive, AC electric drive, hydraulic BOP handling system, hydraulic tubular make-up and
break-out system, split crown and traveling blocks and an enlarged drill floor that enables simultaneous crew activities.
In 2004, we deployed the first FlexRig3 skidding systems to enable efficient multi-well pad developments. Over 135 of
these systems have since been installed on FlexRig3’s operating in both the United States and international locations. In
2017, we announced and began to deploy FlexRig3 walking system conversions as a second FlexRig3 solution for multi-
well pad designs. FlexRig3s are designed to target well depths of between 8,000 and 25,000 feet.
In 2006, we placed into service our first FlexRig4. While FlexRig4s are similar to our FlexRig3s, the FlexRig4s
are designed to efficiently drill more shallow depth wells of between 4,000 and 18,000 feet. The FlexRig4 design
includes a trailerized version and a skidding version, which incorporate additional environmental and safety designs.
While the FlexRig4 trailerized version provides for more efficient well site to well site rig moves, the skidding version
allows for drilling of up to 22 wells from a single pad which results in reduced environmental impact.
In 2011, we announced the introduction of the FlexRig5 design. The FlexRig5 is suited for long lateral drilling
of multiple wells from a single location, which is well suited for unconventional shale reservoirs. The new design
preserves the key performance features of FlexRig3 combined with a bi-directional pad drilling system and equipment
capacities suitable for wells in excess of 25,000 feet of measured depth.
Industry trends toward more complex drilling have accelerated the retirement of less capable mechanical rigs.
Over time our mechanical rigs have been sold or decommissioned as we added new AC drive rigs to our fleet. The
2
decommission of our remaining seven mechanical rigs in fiscal 2011 marked the end of a multi-year evolution in the
high-grading of our fleet from mechanical rigs to high-efficiency, high-performance rigs. In fiscal 2015, we also
decommissioned 23 of our 37 remaining SCR rigs including six of the eight 3,000 horsepower conventional rigs in our
U.S. Land fleet, all six of our FlexRig1 SCR rigs and all 11 of our FlexRig2 SCR rigs. In fiscal 2016 and 2017, we did
not decommission any of our remaining 14 SCR rigs.
Since 1998, we have built 232 FlexRig3s, 88 FlexRig4s, and 53 FlexRig5s with all 373 of those delivered to the
field. Of the total 373 AC drive FlexRigs built through September 30, 2017, 110 have been built in the last five fiscal
years.
The effective use of technology is important to the maintenance of our competitive position within the drilling
industry. We expect to continue to focus on new technology solutions and applications in the future. Our research and
development expense totaled $12.0 million in fiscal 2017, $10.3 million in fiscal 2016, and $16.1 million in fiscal 2015.
We currently have three facilities that provide vertically integrated solutions for drilling rig fabrication,
upgrades, retrofits and modifications, as well as overhauling and repairing of drilling rigs, equipment and associated
component parts. We have a gulf coast fabrication and assembly facility near Houston, Texas as well as a 123,000
square foot fabrication facility located on approximately 11 acres near Tulsa, Oklahoma. Additionally, we lease a
150,000 square foot industrial facility near Tulsa, Oklahoma.
Our business is subject to various federal, state and local laws enacted or adopted regulating the discharge of
materials into the environment, or otherwise relating to the protection of the environment. We do not anticipate that
compliance with currently applicable environmental regulations and controls will significantly change our competitive
position, capital spending or earnings during fiscal 2018. For further information on environmental laws and regulations
applicable to our operations, see Item 1A—“Risk Factors.”
Industry / Competitive Conditions
Our business largely depends on the level of capital spending by oil and gas companies for exploration,
development and production activities. Sustained increases or decreases in the price of oil and natural gas generally have
a material impact on the exploration, development and production activities of our customers. As such, significant
declines in the price of oil and natural gas may have a material adverse effect on our business, financial condition and
results of operations. Oil prices have declined significantly since 2014 when prices exceeded $100 per barrel. Oil prices
have rebounded modestly from lows below $30 per barrel in early 2016 to ranges between approximately $43 and $54
per barrel in fiscal 2017. The decline in prices continued to negatively affect demand for services in fiscal 2016 before
showing some recovery in 2017. At the close of fiscal 2017 we had 218 contracted rigs, compared to 118 contracted rigs
at the close of fiscal 2016 and 168 contracted rigs at the close of fiscal 2015. In addition, and in light of the price of oil
and the status of the drilling industry and our rig fleet, in fiscal 2015 we performed an impairment evaluation of all our
long-lived drilling assets in accordance with ASC 360, Property, Plant, and Equipment. Our evaluation resulted in
$39.2 million of impairment charges to reduce the carrying value of seven SCR land rigs within our International Land
segment to their estimated fair value. Similarly, during fiscal 2016 we recorded a $6.3 million impairment charge to
reduce the carrying value of certain rig and rig related equipment on previously decommissioned rigs to their estimated
fair values. While we continue to periodically perform impairment evaluations, no additional impairments were
identified in fiscal 2017 for any rigs in our domestic, international or offshore fleets. For further information concerning
risks associated with our business, including volatility surrounding oil and natural gas prices and the impact of low oil
prices on our business, see Item 1A—“Risk Factors” and Item 7—“Management’s Discussion and Analysis of Financial
Condition and Results of Operations” included in this Form 10-K.
Our industry is highly competitive. The land drilling market is generally more competitive than the offshore
market due to the larger number of drilling rigs and market participants. While we strive to differentiate our services
based upon the quality of our FlexRigs and our engineering design expertise, operational efficiency, safety and
environmental awareness, the number of available rigs generally exceeds demand in many of our markets, resulting in
strong price competition. In all of our geographic markets the ability to deliver rigs with new technology and features is
3
also a significant factor in determining which drilling contractor is awarded a job. In recent years, rigs equipped with
moving systems and configured to accommodate drilling of multiple wells on a single site have offered a competitive
advantage. Other factors include quality of service and safety record, the availability and condition of equipment, the
availability of trained personnel possessing specialized skills, experience in operating in certain environments, and
relationships with customers.
We compete against many drilling companies and certain competitors are present in more than one of our
operating regions. In the United States, we compete with Nabors Industries Ltd., Patterson-UTI Energy, Inc. and many
other competitors with regional operations. Internationally, we compete directly with various contractors at each location
where we operate. In the Gulf of Mexico platform rig market, we primarily compete with Nabors Industries Ltd. and
Blake International Rigs, LLC.
Drilling Contracts
Our drilling contracts are obtained through competitive bidding or as a result of negotiations with customers,
and often cover multi-well and multi-year projects. Each drilling rig operates under a separate drilling contract. During
fiscal 2017, all drilling services were performed on a “daywork” contract basis, under which we charged a fixed rate per
day, with the price determined by the location, depth and complexity of the well to be drilled, operating conditions, the
duration of the contract, and the competitive forces of the market. We have previously performed contracts on a
combination “footage” and “daywork” basis, under which we charged a fixed rate per foot of hole drilled to a stated
depth, usually no deeper than 15,000 feet, and a fixed rate per day for the remainder of the hole. Contracts performed on
a “footage” basis involve a greater element of risk to the contractor than do contracts performed on a “daywork” basis.
Also, we have previously accepted “turnkey” contracts under which we charge a fixed sum to deliver a hole to a stated
depth and agree to furnish services such as testing, coring and casing the hole which are not normally done on a
“footage” basis. “Turnkey” contracts entail varying degrees of risk greater than the usual “footage” contract. We have
not accepted any “footage” or “turnkey” contracts in over twenty years. We believe that under current market conditions,
“footage” and “turnkey” contract rates do not adequately compensate us for the added risks. The duration of our drilling
contracts are “well-to-well” or for a fixed term. “Well-to-well” contracts are cancelable at the option of either party upon
the completion of drilling at any one site. Fixed-term contracts generally have a minimum term of at least six months but
customarily provide for termination at the election of the customer, with an “early termination payment” to be paid to us
if a contract is terminated prior to the expiration of the fixed term. However, under certain limited circumstances such as
destruction of a drilling rig, our bankruptcy, sustained unacceptable performance by us or delivery of a rig beyond
certain grace and/or liquidated damage periods, no early termination payment would be paid to us.
Contracts generally contain renewal or extension provisions exercisable at the option of the customer at prices
mutually agreeable to us and the customer. In most instances contracts provide for additional payments for mobilization
and demobilization.
As of September 30, 2017, we had 112 existing rigs under fixed-term contracts. While the original duration for
these current fixed-term contracts are for six-month to five-year periods, some fixed-term and well-to-well contracts are
expected to be extended for longer periods than the original terms. However, the contracting parties have no legal
obligation to extend these contracts and some customers may elect to early terminate fixed-term contracts as discussed
above.
Backlog
Our contract drilling backlog, being the expected future revenue from executed contracts with original terms in
excess of one year, as of September 30, 2017 and 2016 was $1.3 billion and $1.8 billion, respectively. The decrease in
backlog at September 30, 2017 from September 30, 2016, is primarily due to the revenue earned since September 30,
2016. Approximately 41.7 percent of the total September 30, 2017 backlog is not reasonably expected to be filled in
fiscal 2018. Included in backlog is early termination revenue expected to be recognized after the periods presented in
which early termination notice was received prior to the end of the period.
4
The following table sets forth the total backlog by reportable segment as of September 30, 2017 and 2016, and
the percentage of the September 30, 2017 backlog not reasonably expected to be filled in fiscal 2018:
Reportable Segment
9/30/2017 9/30/2016 Expected to be Filled in Fiscal 2018
Total Backlog
Revenue
Percentage Not Reasonably
U.S. Land . . . . . . . . . . . . . . . . . . . . . . . . .
Offshore . . . . . . . . . . . . . . . . . . . . . . . . . .
International . . . . . . . . . . . . . . . . . . . . . . .
(in billions)
$0.9
—
0.4
$1.3
$1.2
0.1
0.5
$1.8
36.4%
—%
58.0%
As noted above, under certain limited circumstances a customer is not required to pay an early termination fee.
There may also be instances where a customer is financially unable or refuses to pay an early termination fee.
Accordingly, the actual amount of revenue earned may vary from the backlog reported. For further information, see
Item 1A—“Risk Factors.”
U.S. Land Drilling
At the end of September 2017, 2016, and 2015, we had 350, 348 and 343, respectively, of our land rigs
available for work in the United States. The total number of rigs at the end of fiscal 2017 increased by a net of two rigs
from the end of fiscal 2016. The net increase is due to two new FlexRigs completed in 2017. Our U.S. Land operations
contributed approximately 80 percent ($1.4 billion) of our consolidated operating revenues during fiscal 2017, compared
with approximately 77 percent ($1.2 billion) of consolidated operating revenues during fiscal 2016 and approximately
80 percent ($2.5 billion) of consolidated operating revenues during fiscal 2015. Rig utilization was approximately
45 percent in fiscal 2017, approximately 30 percent in fiscal 2016 and approximately 62 percent in fiscal 2015. A rig is
considered to be utilized when it is operated (or otherwise deployed for a customer) or being moved, assembled or
dismantled under contract. At the close of fiscal 2017, 197 out of an available 350 land rigs were generating revenue.
Offshore Drilling
Our Offshore operations contributed approximately 8 percent in fiscal year 2017 ($136.3 million) of our
consolidated operating revenues compared to approximately 9 percent ($138.6 million) of consolidated operating
revenues during fiscal 2016 and 8 percent ($241.7 million) of consolidated operating revenues during fiscal 2015. Rig
utilization in fiscal 2017 was approximately 74 percent compared to approximately 82 percent in fiscal 2016 and
93 percent in fiscal 2015. At the end of fiscal 2017, we had five of our eight offshore platform rigs under contract
compared to seven of an available nine at the end of fiscal 2016. We continued to work under management contracts for
two customer-owned rigs at the close of fiscal 2017. Revenues from drilling services performed for our largest offshore
drilling customer totaled approximately 60 percent ($81.1 million) of offshore revenues during fiscal 2017.
International Land Drilling
General
At the end of September 2017, 2016 and 2015, we had 38 land rigs available for work in locations outside of
the United States. Our International Land operations contributed approximately 12 percent ($213.0 million) of our
consolidated operating revenues during fiscal 2017, compared with approximately 14 percent ($229.9 million) of
consolidated operating revenues during fiscal 2016 and 12 percent ($382.3 million) of consolidated operating revenues
during fiscal 2015. Rig utilization was 36 percent in fiscal 2017, 39 percent in fiscal 2016 and 51 percent in fiscal 2015.
Our international operations are subject to various political, economic and other uncertainties not typically encountered
in U.S. operations. For further information on various risks associated with doing business in foreign countries, see
Item 1A—“Risk Factors.”
5
Argentina
At the end of fiscal 2017, we had 19 rigs in Argentina. Our utilization rate was approximately 55 percent during
fiscal 2017, approximately 54 percent during fiscal 2016 and approximately 57 percent during fiscal 2015. Revenues
generated by Argentine drilling operations contributed approximately 9 percent in fiscal 2017 ($157.3 million) of our
consolidated operating revenues compared to approximately 10 percent ($159.4 million) of our consolidated operating
revenues during fiscal 2016 and approximately 6 percent ($178.0 million) of our consolidated operating revenues during
fiscal 2015. Revenues from drilling services performed for our two largest customers in Argentina totaled approximately
8 percent of consolidated operating revenues and approximately 70 percent of international operating revenues during
fiscal 2017. The Argentine drilling contracts are primarily with large international or national oil companies.
Colombia
At the end of fiscal 2017, we had eight rigs in Colombia. Our utilization rate was approximately 25 percent
during fiscal 2017, approximately 13 percent during fiscal 2016 and approximately 48 percent during fiscal 2015.
Revenues generated by Colombian drilling operations contributed approximately 2 percent in fiscal 2017 ($37.6 million)
of our consolidated operating revenues compared to approximately 1 percent ($20.5 million) of our consolidated
operating revenues during fiscal 2016 and approximately 2 percent ($70.1 million) of our consolidated operating
revenues during fiscal 2015. Revenues from drilling services performed for our two customers in Colombia totaled
approximately 2 percent of consolidated operating revenues and approximately 18 percent of international operating
revenues during fiscal 2017. The Colombian drilling contracts are primarily with large international or national oil
companies.
Ecuador
At the end of fiscal 2017, we had six rigs in Ecuador. At the end of fiscal 2017 and 2016, all of our rigs in
Ecuador were idle. The utilization rate in Ecuador was 4 percent in fiscal 2016 and 29 percent in fiscal 2015. Revenues
generated by Ecuadorian drilling operations were insignificant during fiscal 2017 compared to contributing less than
1 percent during fiscal 2016 ($4.9 million) of our consolidated operating revenues and 1 percent in fiscal 2015
($31.0 million) of our consolidated operating revenues.
UAE—Abu Dhabi
At the end of fiscal 2017, we had two rigs in the UAE. The utilization rate in the UAE was 8 percent in fiscal
2017, compared to 100 percent in fiscal 2016 and in fiscal 2015. Revenues generated by drilling operations in the UAE
contributed less than 1 percent ($8.2 million) during fiscal 2017 of our consolidated operating revenues compared to
approximately 2 percent during fiscal 2016 and fiscal 2015 ($34.6 million and $47.7 million, respectively) of our
consolidated operating revenues. The UAE drilling contracts are with a single national oil company that contributed
approximately 4 percent of international operating revenues during fiscal 2017.
Bahrain
At the end of fiscal 2017, we had three rigs in Bahrain. The utilization rate in Bahrain was 33 percent in fiscal
2017 and fiscal 2016, compared to 56 percent in fiscal 2015. Revenues generated by drilling operations in Bahrain
contributed 1 percent during fiscal 2017, fiscal 2016 and fiscal 2015 ($10.0 million, $10.2 million and $41.9 million,
respectively) of our consolidated operating revenues. Bahrain drilling contracts are with a single national oil company
that contributed approximately 5 percent of international operating revenues during fiscal 2017.
FINANCIAL
For information relating to revenues, total assets and operating income by reportable operating segments, see
Note 15—“Segment Information” included in Item 8—“Financial Statements and Supplementary Data” of this
Form 10-K.
6
EMPLOYEES
We had 7,270 employees within the United States (5 of which were part-time employees) and 853 employees in
international operations as of September 30, 2017.
AVAILABLE INFORMATION
Our website is located at www.hpinc.com. Annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K, and amendments to those reports, earnings releases, and financial statements are made
available free of charge on the investor relations section of our website as soon as reasonably practicable after we
electronically file such materials with, or furnish it to, the SEC. The information contained on our website, or available
by hyperlink from our website, is not incorporated into this Form 10-K or other documents we file with, or furnish to,
the SEC. Annual reports, quarterly reports, current reports, amendments to those reports, earnings releases, financial
statements and our various corporate governance documents are also available free of charge upon written request.
Item 1A. RISK FACTORS
In addition to the risk factors discussed elsewhere in this Form 10-K, we caution that the following “Risk
Factors” could have a material adverse effect on our business, financial condition and results of operations.
Our business depends on the level of activity in the oil and natural gas industry, which is significantly impacted by
the volatility of oil and natural gas prices and other factors.
Our business depends on the conditions of the land and offshore oil and natural gas industry. Demand for our
services depends on oil and natural gas industry exploration and production activity and expenditure levels, which are
directly affected by trends in oil and natural gas prices and market expectations regarding such prices.
Oil prices declined significantly during the second half of 2014. Volatility and the overall decline in prices
continued through 2015 and into early 2016. For example, in July of 2014 oil prices exceeded $100 per barrel. Oil prices
dropped below $30 per barrel in early 2016. In fiscal 2016 oil prices rebounded but nevertheless remained volatile and
continued to fluctuate in fiscal 2017 above and below $50 per barrel. The precipitous drop in oil prices and volatility
over the last three years significantly affected the capital spending budgets of our customers, particularly in 2015 and
2016. As such, demand for our drilling services significantly declined from late 2014 through the first half of fiscal
2016. At December 31, 2014, 294 out of an available 337 land rigs were working in the U.S. Land segment. In contrast,
at June 30, 2016, 89 out of an available 348 land rigs were contracted in the U.S. Land segment. Due to the modest
rebound in oil prices we have experienced an increase in the demand for our drilling services since May of 2016.
Nevertheless, our active rig count has remained below the height of drilling activity experienced in 2014 when oil prices
were significantly higher. As of November 16, 2017, 200 rigs were contracted in the U.S. Land segment. In the event oil
prices remain depressed for a sustained period, or decline again, our U.S. Land, International Land and Offshore
segments may again experience significant declines in both drilling activity and spot dayrate pricing which could have a
material adverse effect on our business, financial condition and results of operations.
Oil and natural gas prices are impacted by many factors beyond our control, including:
•
•
•
•
the demand for oil and natural gas;
the cost of exploring for, developing, producing and delivering oil and natural gas;
the worldwide economy;
expectations about future oil and natural gas prices;
7
•
•
•
•
•
•
•
•
•
•
the desire and ability of The Organization of Petroleum Exporting Countries (“OPEC”) to set and maintain
production levels and pricing;
the level of production by OPEC and non-OPEC countries;
the continued development of shale plays which may influence worldwide supply and prices;
domestic and international tax policies;
political and military conflicts in oil producing regions or other geographical areas or acts of terrorism in
the U.S. or elsewhere;
technological advances;
the development and exploitation of alternative fuels;
legal and other limitations or restrictions on exportation and/or importation of oil and natural gas;
local and international political, economic and weather conditions; and
the environmental and other laws and governmental regulations regarding exploration and development of
oil and natural gas reserves.
The level of land and offshore exploration, development and production activity and the price for oil and natural
gas is volatile and is likely to continue to be volatile in the future. Higher oil and natural gas prices do not necessarily
translate into increased activity because demand for our services is typically driven by our customer’s expectations of
future commodity prices. However, a sustained decline in worldwide demand for oil and natural gas or prolonged low oil
or natural gas prices would likely result in reduced exploration and development of land and offshore areas and a decline
in the demand for our services, which could have a material adverse effect on our business, financial condition and
results of operations.
Our offshore and land operations are subject to a number of operational risks, including environmental and weather
risks, which could expose us to significant losses and damage claims. We are not fully insured against all of these
risks and our contractual indemnity provisions may not fully protect us.
Our drilling operations are subject to the many hazards inherent in the business, including inclement weather,
blowouts, well fires, loss of well control, pollution, and reservoir damage. These hazards could cause significant
environmental damage, personal injury and death, suspension of drilling operations, serious damage or destruction of
equipment and property and substantial damage to producing formations and surrounding lands and waters.
Our Offshore drilling operations are also subject to potentially greater environmental liability, including
pollution of offshore waters and related negative impact on wildlife and habitat, adverse sea conditions and platform
damage or destruction due to collision with aircraft or marine vessels. Our Offshore operations may also be negatively
affected by blowouts or uncontrolled release of oil by third parties whose offshore operations are unrelated to our
operations. We operate several platform rigs in the Gulf of Mexico. The Gulf of Mexico experiences hurricanes and
other extreme weather conditions on a frequent basis, the frequency of which may increase with any climate change.
Damage caused by high winds and turbulent seas could potentially curtail operations on such platform rigs for
significant periods of time until the damage can be repaired. Moreover, even if our platform rigs are not directly
damaged by such storms, we may experience disruptions in operations due to damage to customer platforms and other
related facilities in the area.
8
We have a facility located near the Houston, Texas ship channel where we upgrade and repair rigs and perform
fabrication work, and our principal fabricator and other vendors are also located in the gulf coast region. Due to their
location, these facilities are exposed to potentially greater hurricane damage.
We have indemnification agreements with many of our customers and we also maintain liability and other
forms of insurance. In general, our drilling contracts contain provisions requiring our customers to indemnify us for,
among other things, pollution and reservoir damage. However, our contractual rights to indemnification may be
unenforceable or limited due to negligent or willful acts by us, our subcontractors and/or suppliers or by reason of state
anti-indemnity laws. Our customers and other third parties may also dispute, or be unable to meet, their contractual
indemnification obligations to us. Accordingly, we may be unable to transfer these risks to our drilling customers and
other third parties by contract or indemnification agreements. Incurring a liability for which we are not fully indemnified
or insured could have a material adverse effect on our business, financial condition and results of operations.
With the exception of “named wind storm” risk in the Gulf of Mexico, we insure rigs and related equipment at
values that approximate the current replacement cost on the inception date of the policies. However, we self-insure large
deductibles under these policies. We also carry insurance with varying deductibles and coverage limits with respect to
offshore platform rigs and “named wind storm” risk in the Gulf of Mexico.
We have insurance coverage for comprehensive general liability, automobile liability, worker’s compensation
and employer’s liability, and certain other specific risks. Insurance is purchased over deductibles to reduce our exposure
to catastrophic events. We retain a significant portion of our expected losses under our worker’s compensation, general
liability and automobile liability programs. The Company self-insures a number of other risks including loss of earnings
and business interruption, and most cyber risks. We are unable to obtain significant amounts of insurance to cover risks
of underground reservoir damage.
If a significant accident or other event occurs and is not fully covered by insurance or an enforceable or
recoverable indemnity from a customer, it could have a material adverse effect on our business, financial condition and
results of operations. Our insurance will not in all situations provide sufficient funds to protect us from all liabilities that
could result from our drilling operations. Our coverage includes aggregate policy limits. As a result, we retain the risk
for any loss in excess of these limits. No assurance can be given that all or a portion of our coverage will not be
cancelled during fiscal 2018, that insurance coverage will continue to be available at rates considered reasonable or that
our coverage will respond to a specific loss. Further, we may experience difficulties in collecting from our insurers or
our insurers may deny all or a portion of our claims for insurance coverage.
Global economic conditions may adversely affect our business.
Global economic conditions and volatility in oil and natural gas prices may impact the ability or desire of our
customers to maintain or increase spending on exploration and development drilling and whether customers and/or
vendors and suppliers will be able to access financing necessary to sustain or increase their current level of operations,
fulfill their commitments and/or fund future operations and obligations. In the event the strength of the global economic
environment fails to gain momentum or deteriorates in 2018, industry fundamentals may be impacted and result in
stagnant or reduced demand for drilling rigs. Furthermore, these factors may result in certain of our customers
experiencing bankruptcy or otherwise becoming unable to pay vendors, including us. The global economic environment
in the past has experienced significant deterioration in a relatively short period of time and there can be no assurance that
the global economic environment will not quickly deteriorate again due to one or more factors. These conditions could
have a material adverse effect on our business, financial condition and results of operations.
The contract drilling business is highly competitive and an excess of available drilling rigs may adversely affect our
rig utilization and profit margins.
Competition in contract drilling involves such factors as price, rig availability and excess rig capacity in the
industry, efficiency, condition and type of equipment, reputation, operating safety, environmental impact, and customer
relations. Competition is primarily on a regional basis and may vary significantly by region at any particular time. Land
9
drilling rigs can be readily moved from one region to another in response to changes in levels of activity, and an
oversupply of rigs in any region may result, leading to increased price competition.
Although many contracts for drilling services are awarded based solely on price, we have been successful in
establishing long-term relationships with certain customers which have allowed us to secure drilling work even though
we may not have been the lowest bidder for such work. We have continued to attempt to differentiate our services based
upon our FlexRigs and our engineering design expertise, operational efficiency, safety and environmental awareness.
However, development of new drilling technology by competitors has increased in recent years and future improvements
in operational efficiency and safety by our competitors could further negatively affect our ability to differentiate our
services. Also, the strategy of differentiation is less effective during low commodity price environments when lower
demand for drilling services intensifies price competition and makes it more difficult or impossible to compete on any
basis other than price.
The oil and natural gas services industry in the United States has experienced downturns in demand during the
last decade, including a significant downturn that started in 2014 and bottomed out in 2016. Today, as was the case
following past downturns, there are substantially more drilling rigs available than necessary to meet the modest rebound
in demand observed in 2016 and 2017. As a result of the current excess of available and more competitive drilling rigs,
we may continue to experience difficulty in replacing fixed-term contracts, extending expiring contracts or obtaining
new contracts in the spot market, and the day rates (and other material terms) under new contracts may be on
substantially less favorable rates and terms. As such, we may have difficulty sustaining or increasing rig utilization and
profit margins in the future, we may lose market share and price may be a primary factor in the award of contracts for
drilling services.
The loss of one or a number of our large customers could have a material adverse effect on our business, financial
condition and results of operations.
In fiscal 2017, we received approximately 55 percent of our consolidated operating revenues from our ten
largest contract drilling customers and approximately 25 percent of our consolidated operating revenues from our three
largest customers (including their affiliates). We believe that our relationship with all of these customers is good;
however, the loss of one or more of our larger customers could have a material adverse effect on our business, financial
condition and results of operations.
New technologies may cause our drilling methods and equipment to become less competitive, higher levels of capital
expenditures may be necessary to keep pace with the bifurcation of the drilling industry, and growth through the
building of new drilling rigs and improvement of existing rigs is not assured.
The market for our services is characterized by continual technological developments that have resulted in, and
will likely continue to result in, substantial improvements in the functionality and performance of rigs and equipment.
Our customers increasingly demand the services of newer, higher specification drilling rigs. This results in a bifurcation
of the drilling fleet and is evidenced by the higher specification drilling rigs (e.g., AC rigs) generally operating at higher
overall utilization levels and day rates than the lower specification drilling rigs (e.g., mechanical or SCR rigs). In
addition, a significant number of lower specification rigs are being stacked and/or removed from service. As a result of
this bifurcation, a higher level of capital expenditures will be required to maintain and improve existing rigs and
equipment and purchase and construct newer, higher specification drilling rigs to meet the increasingly sophisticated
needs of our customers.
Since the late 1990’s we have increased our drilling rig fleet through new construction. We also continue to
modify our existing rig fleet to meet customer requirements. We have upgraded FlexRigs to super-spec rigs, developed
walking rigs, and made other improvements. Although we take measures to ensure that we use advanced oil and natural
10
gas drilling technology, changes in technology or improvements in competitors’ equipment could make our equipment
less competitive. There can be no assurance that we will:
•
•
•
•
have sufficient capital resources to improve existing rigs or build new, technologically advanced drilling
rigs;
avoid cost overruns inherent in large fabrication projects resulting from numerous factors such as shortages
of equipment, materials and skilled labor, unscheduled delays in delivery of ordered equipment and
materials, unanticipated increases in costs of equipment, materials and labor, design and engineering
problems, and financial or other difficulties;
successfully deploy idle, stacked, new or upgraded drilling rigs;
effectively manage the increased size or future growth of our organization and drilling fleet;
• maintain crews necessary to operate existing or additional drilling rigs; or
•
successfully improve our financial condition, results of operations, business or prospects as a result of
improving existing drilling rigs or building new drilling rigs.
If we are not successful in upgrading existing rigs and equipment or building new rigs in a timely and
cost-effective manner suitable to customer needs, we could lose market share. One or more technologies that we may
implement in the future may not work as we expect and we may be adversely affected. Additionally, new technologies,
services or standards could render some of our services, drilling rigs or equipment obsolete, which could have a material
adverse impact on our business, financial condition and results of operation.
Technology disputes could negatively impact our operations or increase our costs.
Drilling rigs use proprietary technology and equipment which can involve potential infringement of a third
party’s rights, including patent rights. The majority of the intellectual property rights relating to our drilling rigs are
owned by us or certain of our supplying vendors. However, in the event that we or one of our supplying vendors
becomes involved in a dispute over infringement rights relating to equipment owned or used by us, we may lose access
to important equipment, or we could be required to cease use of some equipment or forced to modify our drilling rigs.
We could also be required to pay license fees or royalties for the use of equipment. Technology disputes involving us or
our supplying vendors could have a material adverse impact on our business, financial condition and results of operation.
New legislation and regulatory initiatives relating to hydraulic fracturing or other aspects of the oil and gas industry
could negatively impact the drilling programs of our customers and, consequently, delay, limit or reduce the drilling
services we provide.
It is a common practice in our industry for our customers to recover natural gas and oil from shale and other
formations through the use of horizontal drilling combined with hydraulic fracturing. Hydraulic fracturing is the process
of creating or expanding cracks, or fractures, in formations using water, sand and other additives pumped under high
pressure into the formation. The hydraulic fracturing process is typically regulated by state oil and natural gas
commissions. Several states have adopted or are considering adopting regulations that could impose more stringent
permitting, public disclosure, waste disposal and/or well construction requirements on hydraulic fracturing operations or
otherwise seek to ban fracturing activities altogether. In addition to state laws, some local municipalities have adopted or
are considering adopting land use restrictions, such as city ordinances, that may restrict or prohibit the performance of
well drilling in general and/or hydraulic fracturing in particular. Members of the U.S. Congress and a number of federal
agencies are analyzing, or have been requested to review, a variety of environmental issues associated with hydraulic
fracturing and the possibility of more stringent regulation. Further, we conduct drilling activities in numerous states,
including Oklahoma. In recent years, Oklahoma has experienced an increase in earthquakes. Some parties believe that
there is a correlation between hydraulic fracturing related activities and the increased occurrence of seismic activity. The
11
extent of this correlation, if any, is the subject of studies of both state and federal agencies the results of which remain
uncertain. Depending on the outcome of these or other studies pertaining to the impact of hydraulic fracturing, federal
and state legislatures and agencies may seek to further regulate, restrict or prohibit hydraulic fracturing activities.
Increased regulation and attention given to the hydraulic fracturing process could lead to greater opposition to oil and
gas production activities using hydraulic fracturing techniques, operational delays or increased operating and compliance
costs in the production of oil and natural gas from shale plays, added difficulty in performing hydraulic fracturing, and
potentially a decline in the completion of new oil and gas wells.
We do not engage in any hydraulic fracturing activities. However, any new laws, regulations or permitting
requirements regarding hydraulic fracturing could negatively impact the drilling programs of our customers and,
consequently, delay, limit or reduce the drilling services we provide. Widespread regulation significantly restricting or
prohibiting hydraulic fracturing by our customers could have a material adverse impact on our business, financial
condition and results of operation.
We may be required to record impairment charges with respect to our drilling rigs and other assets.
We evaluate our drilling rigs and other assets whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. An impairment loss may exist when the estimated future cash flows
are less than the carrying amount of the asset. Lower utilization and day rates adversely affect our revenues and
profitability. Prolonged periods of low utilization and day rates may result in the recognition of impairment charges on
certain of our drilling rigs if future cash flow estimates, based upon information available to management at the time,
indicate that the carrying value of these rigs may not be recoverable. For example, in fiscal 2015, we performed an
impairment evaluation of all our long-lived drilling assets. Our evaluation resulted in $39.2 million of impairment
charges to reduce the carrying value of seven SCR land rigs within our International Land segment to their estimated fair
value. Similarly, during the third quarter of fiscal 2016 we recorded a $6.3 million impairment charge to reduce the
carrying value of certain rig and rig related equipment classified as held for sale in our U.S. Land segment to their
estimated fair values. Although we are actively marketing idle drilling rigs in our fleet, there can be no assurance that we
will be able to obtain future contracts for all of our rigs. As of September 30, 2017, we assessed our idle drilling rigs and
determined no additional impairment charges were necessary. However, drilling rigs in our fleet may become impaired
in the future if market conditions deteriorate or if oil and gas prices decline further or remain low for a prolonged period.
Department of Interior investigation could adversely affect our business.
On November 8, 2013, the United States District Court for the Eastern District of Louisiana approved the
previously disclosed October 30, 2013 plea agreement between our wholly owned subsidiary, Helmerich & Payne
International Drilling Co. (“H&PIDC”), and the United States Department of Justice, United States Attorney’s Office for
the Eastern District of Louisiana (“DOJ”). The court’s approval of the plea agreement resolved the DOJ’s investigation
into certain choke manifold testing irregularities that occurred in 2010 at one of H&PIDC’s offshore platform rigs in the
Gulf of Mexico. We also engaged in discussions with the Inspector General’s office of the Department of Interior
(“DOI”) regarding the same events that were the subject of the DOJ’s investigation. Although we do not presently
anticipate any further action by the DOI in this matter, we can provide no assurances as to the timing or eventual
outcome of the DOI’s consideration of the matter. Refer also to Item 3—“Legal Proceedings” and Note 14—
“Commitments and Contingencies” included in Item 8—“Financial Statements and Supplementary Data” of this
Form 10-K for discussion of this subject.
Our business and results of operations may be adversely affected by foreign political, economic and social instability
risks, foreign currency restrictions and devaluation, and various local laws associated with doing business in certain
foreign countries.
We currently have drilling operations in South America and the Middle East. In the future, we may further
expand the geographic reach of our operations. As a result, we are exposed to certain political, economic and other
uncertainties not encountered in U.S. operations, including increased risks of social unrest, strikes, terrorism, war,
kidnapping of employees, nationalization, forced negotiation or modification of contracts, difficulty resolving disputes
12
and enforcing contract provisions, expropriation of equipment as well as expropriation of oil and gas exploration and
drilling rights, taxation policies, foreign exchange restrictions and restrictions on repatriation of income and capital,
currency rate fluctuations, increased governmental ownership and regulation of the economy and industry in the markets
in which we operate, economic and financial instability of national oil companies, and restrictive governmental
regulation, bureaucratic delays and general hazards associated with foreign sovereignty over certain areas in which
operations are conducted.
South American countries, in particular, have historically experienced uneven periods of economic growth, as
well as recession, periods of high inflation and general economic and political instability. From time to time these risks
have impacted our business. For example, on June 30, 2010, the Venezuelan government expropriated 11 rigs and
associated real and personal property owned by our Venezuelan subsidiary. Prior thereto, we also experienced currency
devaluation losses in Venezuela and difficulty repatriating U.S. dollars to the United States. Today, our contracts for
work in foreign countries generally provide for payment in U.S. dollars. However, in Argentina we are paid in
Argentine pesos. The Argentine branch of one of our second-tier subsidiaries then remits U.S. dollars to its U.S. parent
by converting the Argentine pesos into U.S. dollars through the Argentine Foreign Exchange Market and repatriating the
U.S. dollars.
Estimates from published sources indicate that Argentina is a highly inflationary country, which is defined as
cumulative inflation rates exceeding 100 percent in the most recent three-year period based on inflation data published
by the respective governments. Regardless, all of our foreign operations use the U.S. dollar as the functional currency
and local currency monetary assets and liabilities are remeasured into U.S. dollars with gains and losses resulting from
foreign currency transactions included in current results of operations.
In December 2015, the Argentine peso experienced a sharp devaluation resulting in a foreign currency loss of
$8.4 million for fiscal 2016. Subsequent to the sharp devaluation, the Argentine peso significantly stabilized and the
Argentine Foreign Exchange Market controls now place fewer restrictions on repatriating U.S. dollars. For fiscal 2017,
we experienced a foreign currency loss of $4.0 million in Argentina. Our aggregate foreign currency losses for fiscal
2016 and 2017 were $9.3 million and $7.1 million, respectively. In the future, other contracts or applicable law may
require payments to be made in foreign currencies. As such, there can be no assurance that we will not experience in
Argentina or elsewhere a devaluation of foreign currency, foreign exchange restrictions or other difficulties repatriating
U.S. dollars even if we are able to negotiate contract provisions designed to mitigate such risks. In the event of future
payments in foreign currencies and an inability to timely exchange foreign currencies for U.S. dollars, we may incur
currency devaluation losses which could have a material adverse impact on our business, financial condition and results
of operations.
Additionally, there can be no assurance that there will not be changes in local laws, regulations and
administrative requirements or the interpretation thereof which could have a material adverse effect on the profitability
of our operations or on our ability to continue operations in certain areas. Because of the impact of local laws, our future
operations in certain areas may be conducted through entities in which local citizens own interests and through entities
(including joint ventures) in which we hold only a minority interest or pursuant to arrangements under which we conduct
operations under contract to local entities. While we believe that neither operating through such entities nor pursuant to
such arrangements would have a material adverse effect on our operations or revenues, there can be no assurance that we
will in all cases be able to structure or restructure our operations to conform to local law (or the administration thereof)
on terms we find acceptable.
Although we attempt to minimize the potential impact of such risks by operating in more than one geographical
area, during fiscal 2017, approximately 12 percent of our consolidated operating revenues were generated from the
international contract drilling business. During fiscal 2017, approximately 92 percent of the international operating
revenues were from operations in South America. Substantially all of the South American operating revenues were from
Argentina and Colombia. The future occurrence of one or more international events arising from the types of risks
described above could have a material adverse impact on our business, financial condition and results of operation.
Drilling contracts with national oil companies may expose us to greater risks than we normally assume in drilling
13
contracts with non-governmental customers.
We currently own and operate rigs that are contracted with foreign national oil companies. In the future we
may expand our international operations and enter into additional, significant contracts with national oil companies. The
terms of these contracts may contain non-negotiable provisions and may expose us to greater commercial, political,
operational and other risks than we assume in other contracts. Foreign contracts may expose us to materially greater
environmental liability and other claims for damages (including consequential damages) and personal injury related to
our operations, or the risk that the contract may be terminated by our customer without cause on short-term notice,
contractually or by governmental action, or under certain conditions that may not provide us with an early termination
payment. We can provide no assurance that increased risk exposure will not have an adverse impact on our future
operations or that we will not increase the number of rigs contracted to national oil companies with commensurate
additional contractual risks. Risks that accompany contracts with national oil companies could ultimately have a
material adverse impact on our business, financial condition and results of operation
Failure to comply with the U.S. Foreign Corrupt Practices Act or foreign anti-bribery legislation could adversely
affect our business.
The U.S. Foreign Corrupt Practices Act (“FCPA”) and similar anti-bribery laws in other jurisdictions, including
the United Kingdom Bribery Act 2010, generally prohibit companies and their intermediaries from making improper
payments to foreign officials for the purpose of obtaining or retaining business. We operate in many parts of the world
that have experienced governmental corruption to some degree and, in certain circumstances, strict compliance with
anti-bribery laws may conflict with local customs and practices and impact our business. Although we have programs in
place covering compliance with anti-bribery legislation, any failure to comply with the FCPA or other anti-bribery
legislation could subject us to civil and criminal penalties or other sanctions, which could have a material adverse impact
on our business, financial condition and results of operation. We could also face fines, sanctions and other penalties from
authorities in the relevant foreign jurisdictions, including prohibition of our participating in or curtailment of business
operations in those jurisdictions and the seizure of drilling rigs or other assets.
Failure to comply with governmental and environmental laws could adversely affect our business.
Many aspects of our operations are subject to government regulation, including those relating to drilling
practices, pollution, disposal of hazardous substances and oil field waste. The United States and various other countries
have environmental regulations which affect drilling operations. The cost of compliance with these laws could be
substantial. A failure to comply with these laws and regulations could expose us to substantial civil and criminal
penalties. In addition, environmental laws and regulations in the United States impose a variety of requirements on
“responsible parties” related to the prevention of oil spills and liability for damages from such spills. As an owner and
operator of drilling rigs, we may be deemed to be a responsible party under these laws and regulations.
We believe that we are in substantial compliance with all legislation and regulations affecting our operations in
the drilling of oil and gas wells and in controlling the discharge of wastes. To date, compliance costs have not materially
affected our capital expenditures, earnings, or competitive position, although compliance measures may add to the costs
of drilling operations. Additional legislation or regulation may reasonably be anticipated, and the effect thereof on our
operations cannot be predicted.
Our current backlog of contract drilling revenue may continue to decline and may not be ultimately realized as
fixed-term contracts may in certain instances be terminated without an early termination payment.
Fixed-term drilling contracts customarily provide for termination at the election of the customer, with an “early
termination payment” to be paid to us if a contract is terminated prior to the expiration of the fixed term. However, under
certain limited circumstances, such as destruction of a drilling rig, our bankruptcy, sustained unacceptable performance
by us or delivery of a rig beyond certain grace and/or liquidated damage periods, no early termination payment would be
paid to us. Even if an early termination payment is owed to us, a customer may be unable or may refuse to pay the early
termination payment. We also may not be able to perform under these contracts due to events beyond our control, and
14
our customers may seek to cancel or renegotiate our contracts for various reasons, such as depressed market conditions.
As of September 30, 2017, our contract drilling backlog was approximately $1.3 billion for future revenues under firm
commitments. Our contract drilling backlog may continue to decline over time as existing contract term coverage may
not be offset by new term contracts as a result of any number of factors, such as low or declining oil prices and capital
spending reductions by our customers. Our inability or the inability of our customers to perform under our or their
contractual obligations may have a material adverse impact on our business, financial condition and results of
operations.
Our contract drilling expense includes fixed costs that may not decline in proportion to decreases in rig utilization
and dayrates.
Our contract drilling expense includes all direct and indirect costs associated with the operation, maintenance
and support of our drilling equipment, which is often not affected by changes in dayrates and utilization. During periods
of reduced revenue and/or activity, certain of our fixed costs (such as depreciation) may not decline and often we may
incur additional costs. During times of reduced utilization, reductions in costs may not be immediate as we may incur
additional costs associated with maintaining and cold stacking a rig, or we may not be able to fully reduce the cost of our
support operations in a particular geographic region due to the need to support the remaining drilling rigs in that region.
Accordingly, a decline in revenue due to lower dayrates and/or utilization may not be offset by a corresponding decrease
in contract drilling expense which could have a material adverse impact on our business, financial condition and results
of operations.
Our securities portfolio may lose significant value due to a decline in equity prices and other market-related risks,
thus impacting our debt ratio and financial strength.
At September 30, 2017, we had a portfolio of securities with a total fair value of approximately $70.1 million,
consisting of Atwood Oceanics, Inc. (“Atwood”) and Schlumberger, Ltd. The total fair value of the portfolio of
securities was $71.5 million at September 30, 2016. In May of 2017, Ensco plc (“Ensco”) announced that it entered into
a definitive merger agreement under which Ensco would acquire Atwood in an all-stock transaction. The transaction
closed on October 6, 2017. Under the terms of the merger agreement, we received 1.60 shares of Ensco for each share
of our Atwood common stock. The securities in our portfolio are subject to a wide variety of market-related risks that
could substantially reduce or increase the fair value of the holdings. In general, the portfolio is recorded at fair value on
the balance sheet with changes in unrealized after-tax value reflected in the equity section of the balance sheet.
However, where a decline in fair value below our cost basis is considered to be other than temporary, the change in value
is recorded as a charge through earnings. During the fourth quarter of fiscal 2016, we determined that a loss was
other-than-temporary and we recognized a $26.0 million impairment charge. No such impairment charge was
recognized in fiscal 2017. At November 16, 2017, the fair value of the portfolio had decreased to approximately
$63.2 million.
We may reduce or suspend our dividend in the future.
We have paid a quarterly dividend for many years. Our most recent, quarterly dividend was $0.70 per share. In
the future, our Board of Directors may, without advance notice, determine to reduce or suspend our dividend in order to
maintain our financial flexibility and best position the Company for long-term success. The declaration and amount of
future dividends is at the discretion of our Board of Directors and will depend on our financial condition, results of
operations, cash flows, prospects, industry conditions, capital requirements and other factors and restrictions our Board
of Directors deems relevant. The likelihood that dividends will be reduced or suspended is increased during periods of
prolonged market weakness. In addition, our ability to pay dividends may be limited by agreements governing our
indebtedness now or in the future. There can be no assurance that we will continue to pay a dividend in the future.
Legal proceedings could have a negative impact on our business.
The nature of our business makes us susceptible to legal proceedings and governmental investigations from
time to time. In addition, during periods of depressed market conditions we may be subject to an increased risk of our
15
customers, vendors, former employees and others initiating legal proceedings against us. Lawsuits or claims against us
could have a material adverse effect on our business, financial condition and results of operations. Any litigation or
claims, even if fully indemnified or insured, could negatively affect our reputation among our customers and the public,
and make it more difficult for us to compete effectively or obtain adequate insurance in the future.
We depend on a limited number of vendors, some of which are thinly capitalized and the loss of any of which could
disrupt our operations.
Certain key rig components, parts and equipment are either purchased from or fabricated by a single or limited
number of vendors, and we have no long-term contracts with many of these vendors. Shortages could occur in these
essential components due to an interruption of supply, the acquisition of a vendor by a competitor, increased demands in
the industry or other reasons beyond our control. Similarly, certain key rig components, parts and equipment are
obtained from vendors that are, in some cases, thinly capitalized, independent companies that generate significant
portions of their business from us or from a small group of companies in the energy industry. These vendors may be
disproportionately affected by any loss of business, downturn in the energy industry or reduction or unavailability of
credit. If we are unable to procure certain of such rig components, parts or equipment, our ability to maintain, improve,
upgrade or construct drilling rigs could be impaired, which could have a material adverse effect on our business,
financial condition and results of operations.
We may have additional tax liabilities and/or be limited in our use of net operating losses and tax credits.
We are subject to income taxes in the United States and numerous other jurisdictions. Significant judgment is
required in determining our worldwide provision for income taxes. In the ordinary course of our business, there are
many transactions and calculations where the ultimate tax determination is uncertain. We are regularly audited by tax
authorities. Although we believe our tax estimates are reasonable, the final determination of tax audits and any related
litigation could be materially different than what is reflected in income tax provisions and accruals. An audit or litigation
could materially affect our financial position, income tax provision, net income, or cash flows in the period or periods
challenged. It is also possible that future changes to tax laws (including tax treaties) could impact our ability to realize
the tax savings recorded to date. Our ability to benefit from our deferred tax assets depends on us having sufficient future
taxable income to utilize our net operating loss and tax credit carryforwards before they expire. Our net operating loss
and tax credit carryforwards are subject to review and potential disallowance upon audit by the tax authorities of the
jurisdictions where these tax attributes are incurred. Future changes to tax laws (including tax treaties) could also impact
our effective rate.
A downgrade in our credit rating could negatively impact our cost of and ability to access capital.
Our ability to access capital markets or to otherwise obtain sufficient financing is enhanced by our senior
unsecured debt ratings as provided by major U.S. credit rating agencies. Factors that may impact our credit ratings
include debt levels, liquidity, asset quality, cost structure, commodity pricing levels and other considerations. A ratings
downgrade could adversely impact our ability in the future to access debt markets, increase the cost of future debt, and
potentially require us to post letters of credit for certain obligations.
Our ability to access capital markets could be limited.
From time to time, we may need to access capital markets to obtain financing. Our ability to access capital
markets for financing could be limited by, among other things, oil and gas prices, our existing capital structure, our
credit ratings, the state of the economy, the health of the drilling and overall oil and gas industry, and the liquidity of the
capital markets. Many of the factors that affect our ability to access capital markets are outside of our control. No
assurance can be given that we will be able to access capital markets on terms acceptable to us when required to do so,
which could have a material adverse impact on our business, financial condition and results of operations.
16
We may not be able to generate cash to service all of our indebtedness, and may be forced to take other actions to
satisfy our obligations.
Our ability to make future, scheduled payments on or to refinance our debt obligations depends on our financial
position, results of operations and cash flows. We may not be able to maintain a level of cash flows from operating
activities sufficient to permit us to pay the principal and interest on our indebtedness. If our cash flows and capital
resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay investment decisions
and capital expenditures, sell assets, seek additional capital or restructure or refinance our indebtedness. Furthermore,
these alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations.
Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial
position at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with
more onerous covenants, which could further restrict our business operations. Any failure to make payments of interest
and principal on our outstanding indebtedness on a timely basis would be a default (if not waived) and would likely
result in a reduction of our credit rating, which could harm our ability to seek additional capital or restructure or
refinance our indebtedness.
Regulation of greenhouse gases and climate change could have a negative impact on our business.
Scientific studies have suggested that emissions of certain gases, commonly referred to as “greenhouse gases”
(“GHGs”) and including carbon dioxide and methane, may be contributing to warming of the earth’s atmosphere and
other climatic changes. In response to such studies, the issue of climate change and the effect of GHG emissions, in
particular emissions from fossil fuels, is attracting increasing attention worldwide. We are aware of the increasing focus
of local, state, national and international regulatory bodies on GHG emissions and climate change issues. The United
States Congress may consider legislation to reduce GHG emissions. Although it is not possible at this time to predict
whether proposed legislation or regulations will be adopted, any such future laws and regulations could result in
increased compliance costs or additional operating restrictions. If we are unable to recover or pass through a significant
level of our costs related to complying with climate change regulatory requirements imposed on us, it could have a
material adverse impact on our business, financial condition and results of operations. Further, to the extent financial
markets view climate change and GHG emissions as a financial risk, this could negatively impact our cost of or access to
capital. Climate change and GHG regulation could also reduce the demand for hydrocarbons and, ultimately, demand for
our services.
Reliance on management and competition for experienced personnel may negatively impact our operations or
financial results.
We greatly depend on the efforts of our executive officers and other key employees to manage our operations.
The loss of members of management could have a material effect on our business. Similarly, we utilize highly skilled
personnel in operating and supporting our businesses. In times of high utilization, it can be difficult to retain, and in
some cases find, qualified individuals. Although to date our operations have not been materially affected by competition
for personnel, an inability to obtain or find a sufficient number of qualified personnel could have a material adverse
effect on our business, financial condition and results of operations.
Shortages of drilling equipment and supplies could adversely affect our operations.
The contract drilling business is highly cyclical. During periods of increased demand for contract drilling
services, delays in delivery and shortages of drilling equipment and supplies can occur. These risks are intensified during
periods when the industry experiences significant new drilling rig construction or refurbishment. Any such delays or
shortages could have a material adverse effect on our business, financial condition and results of operations.
Our business is subject to cybersecurity risks.
Threats to information technology systems associated with cybersecurity risks and cyber incidents or attacks
continue to grow. Cybersecurity attacks could include, but are not limited to, malicious software, attempts to gain
17
unauthorized access to our data and the unauthorized release, corruption or loss of our data and personal information,
loss of our intellectual property, theft of our FlexRig and other technology, loss or damage to our data delivery systems,
other electronic security breaches that could lead to disruptions in our critical systems, and increased costs to prevent,
respond to or mitigate cybersecurity events. It is possible that our business, financial and other systems could be
compromised, which might not be noticed for some period of time. Although we utilize various procedures and controls
to mitigate our exposure to such risk, cybersecurity attacks are evolving and unpredictable. The occurrence of such an
attack could lead to financial losses and have a material adverse effect on our business, financial condition and results of
operations. We are not aware that any material cybersecurity breaches have occurred to date.
Unexpected events could disrupt our business and adversely affect our results of operations.
Unexpected and entirely unanticipated events, including, without limitation, computer system disruptions,
unplanned power outages, fires or explosions at drilling rigs, natural disasters such as hurricanes and tornadoes, war or
terrorist activities, supply disruptions, failure of equipment, changes in laws and/or regulations impacting our businesses,
pandemic illness and other unforeseeable circumstances that may arise from our increasingly connected world or
otherwise could adversely affect our business. It is not possible for us to predict the occurrence or consequence of any
such events. However, any such events could reduce our ability to provide drilling services, reduce demand for our
services, or make it more difficult or costly to provide services which ultimately may have a material adverse effect on
our business, financial condition and results of operations.
Unionization efforts and labor regulations in certain countries in which we operate could materially increase our
costs or limit our flexibility.
Efforts may be made from time to time to unionize portions of our workforce. In addition, we may in the future
be subject to strikes or work stoppages and other labor disruptions. Additional unionization efforts, new collective
bargaining agreements or work stoppages could materially increase our costs, reduce our revenues or limit our
flexibility.
Any future implementation of price controls on oil and natural gas would affect our operations.
The United States Congress may in the future impose some form of price controls on either oil, natural gas, or
both. Any future limits on the price of oil or natural gas could negatively affect the demand for our services and,
consequently, have a material adverse effect on our business, financial condition and results of operations.
Covenants in our debt agreements restrict our ability to engage in certain activities.
Our debt agreements pertaining to certain long-term unsecured debt and our unsecured revolving credit facility
contain various covenants that may in certain instances restrict our ability to, among other things, incur, assume or
guarantee additional indebtedness, incur liens, sell or otherwise dispose of assets, enter into new lines of business, and
merge or consolidate. In addition, our credit facility requires us to maintain a funded leverage ratio (as defined) of less
than 50 percent and certain priority debt (as defined) may not exceed 17.5% of our net worth (as defined). Such
restrictions may limit our ability to successfully execute our business plans, which may have adverse consequences on
our operations.
Improvements in or new discoveries of alternative energy technologies could have a material adverse effect on our
financial condition and results of operations.
Since our business depends on the level of activity in the oil and natural gas industry, any improvement in or
new discoveries of alternative energy technologies that increase the use of alternative forms of energy and reduce the
demand for oil and natural gas could have a material adverse effect on our business, financial condition and results of
operations.
18
Item 1B. UNRESOLVED STAFF COMMENTS
We have received no written comments regarding our periodic or current reports from the staff of the SEC that
were issued 180 days or more preceding the end of our 2017 fiscal year and that remain unresolved.
19
Item 2. PROPERTIES
CONTRACT DRILLING
The following table sets forth certain information concerning our U.S. land and offshore drilling rigs as of
September 30, 2017:
Location
FlexRigs
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Utah . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pennsylvania . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pennsylvania . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wyoming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
California . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
New Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Optimum
Rig Depth (Feet)*
Rig Type
Drawworks:
Horsepower
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
212
214
215
216
218
220
221
222
223
225
226
227
228
231
232
233
236
239
240
241
242
244
245
246
247
248
249
250
251
252
253
254
255
256
257
258
259
260
261
262
263
264
265
266
20
Optimum
Rig Depth (Feet)*
Rig Type
Location
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pennsylvania . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pennsylvania . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pennsylvania . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
267
268
269
271
272
273
274
275
276
277
278
279
280
281
282
283
284
285
286
287
288
289
290
293
294
295
296
297
298
299
300
302
303
304
305
306
307
308
309
310
311
312
313
314
315
316
317
318
319
320
321
322
21
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
8,000 AC (FlexRig4)
8,000 AC (FlexRig4)
8,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
8,000 AC (FlexRig4)
8,000 AC (FlexRig4)
8,000 AC (FlexRig4)
8,000 AC (FlexRig4)
8,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
Drawworks:
Horsepower
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,150
1,150
1,150
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,150
1,150
1,150
1,150
1,150
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
Optimum
Rig Depth (Feet)*
Rig Type
Location
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pennsylvania . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
West Virginia . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Louisiana . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pennsylvania . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . .
323
324
325
326
327
328
329
330
331
332
340
341
342
343
344
345
346
347
348
349
351
352
353
354
355
356
360
361
362
370
371
372
373
374
375
376
377
378
379
380
381
382
383
384
385
386
387
388
389
390
391
392
22
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
8,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
8,000 AC (FlexRig4)
8,000 AC (FlexRig4)
8,000 AC (FlexRig4)
8,000 AC (FlexRig4)
8,000 AC (FlexRig4)
8,000 AC (FlexRig4)
8,000 AC (FlexRig4)
8,000 AC (FlexRig4)
18,000 AC (FlexRig4)
18,000 AC (FlexRig4)
8,000 AC (FlexRig4)
8,000 AC (FlexRig4)
8,000 AC (FlexRig4)
8,000 AC (FlexRig4)
8,000 AC (FlexRig4)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
Drawworks:
Horsepower
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,150
1,500
1,500
1,500
1,150
1,150
1,150
1,150
1,150
1,150
1,150
1,150
1,500
1,500
1,150
1,150
1,150
1,150
1,150
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
Optimum
Rig Depth (Feet)*
Rig Type
Location
New Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
New Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . .
New Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . .
Louisiana . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Louisiana . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
California . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
California . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wyoming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
California . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
California . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Louisiana . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
393
394
395
396
397
398
399
415
416
417
418
419
420
421
422
423
424
425
426
427
428
429
430
431
432
433
434
435
436
437
438
439
440
441
442
443
444
445
446
447
448
449
450
451
452
453
454
455
456
457
458
459
23
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
Drawworks:
Horsepower
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
Optimum
Rig Depth (Feet)*
Rig Type
Location
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
New Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ohio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
New Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
New Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
New Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Louisiana . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
New Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pennsylvania . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pennsylvania . . . . . . . . . . . . . . . . . . . . . . . . . . .
460
461
462
463
464
465
466
467
468
469
470
471
472
473
474
475
477
478
479
480
481
482
483
485
486
487
488
489
490
491
492
493
494
495
496
497
498
499
500
501
502
503
504
505
506
507
508
509
510
511
512
513
24
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
Drawworks:
Horsepower
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
Optimum
Rig Depth (Feet)*
Rig Type
Location
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ohio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wyoming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ohio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colorado . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Louisiana . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ohio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Louisiana . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Louisiana . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ohio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
New Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ohio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
514
515
516
517
518
519
520
521
522
523
524
525
526
527
528
529
530
531
532
533
534
535
536
537
538
539
540
541
542
543
544
545
546
547
548
551
552
553
556
600
601
602
603
604
605
606
607
608
609
610
611
612
25
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
25,000 AC (FlexRig5)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
Drawworks:
Horsepower
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
Optimum
Rig Depth (Feet)*
Rig Type
Location
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
New Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
New Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . .
New Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ohio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oklahoma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
New Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
New Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . .
North Dakota . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
New Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
New Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
New Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
New Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . .
New Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . .
New Mexico . . . . . . . . . . . . . . . . . . . . . . . . . . .
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
613
614
615
616
617
618
619
620
621
622
623
624
625
626
627
628
629
630
631
632
633
634
635
636
637
638
639
640
641
642
643
644
645
646
647
648
649
650
651
652
653
656
657
659
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
Drawworks:
Horsepower
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
Conventional Rigs
Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Louisiana . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
139
161
30,000
30,000
SCR
SCR
3,000
3,000
26
Location
Offshore Platform Rigs
Optimum
Rig Depth (Feet)*
Rig Type
Drawworks:
Horsepower
Louisiana . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Louisiana . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gulf of Mexico . . . . . . . . . . . . . . . . . . . . . . . . .
Gulf of Mexico . . . . . . . . . . . . . . . . . . . . . . . . .
Gulf of Mexico . . . . . . . . . . . . . . . . . . . . . . . . .
Gulf of Mexico . . . . . . . . . . . . . . . . . . . . . . . . .
Gulf of Mexico . . . . . . . . . . . . . . . . . . . . . . . . .
Louisiana . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
100
105
107
201
203
204
205
206
30,000
30,000
30,000
30,000
20,000
30,000
20,000
20,000
Conventional
Conventional
Conventional
Tension-leg
Self-Erecting
Tension-leg
Self-Erecting
Self-Erecting
3,000
3,000
3,000
3,000
2,500
3,000
2,000
2,000
* From time to time we may modify certain FlexRigs to increase the setback capacity of a rig. As such, the stated
“optimum depth” as listed above may be higher in certain instances depending on modifications to certain rigs.
The following table sets forth information with respect to the utilization of our U.S. land and offshore drilling
rigs for the periods indicated:
U.S. Land Rigs
Year ended September 30,
2013 2014 2015 2016 2017
Number of rigs at end of period . . . . . . . . . . . . . . . 302
Average rig utilization rate during period (1) . . . .
343
82 % 86 % 62 % 30 % 45 %
348
329
350
U.S. Offshore Platform Rigs
Number of rigs at end of period . . . . . . . . . . . . . . .
Average rig utilization rate during period (1) . . . .
9
9
89 % 89 % 93 % 82 % 74 %
9
9
8
(1) A rig is considered to be utilized when it is operated or being moved, assembled or dismantled under contract.
27
The following table sets forth certain information concerning our international drilling rigs as of September 30,
2017:
Rig Depth (Feet)*
Location
Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bahrain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bahrain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Bahrain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colombia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colombia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colombia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colombia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colombia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colombia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colombia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Colombia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ecuador . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ecuador . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ecuador . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ecuador . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ecuador . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Ecuador . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
UAE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
UAE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
123
151
175
177
210
211
213
217
219
224
229
230
234
235
238
335
336
337
338
292
301
339
133
152
237
243
291
333
334
900
117
121
132
138
176
190
476
484
Optimum
RigType
SCR
SCR
SCR
SCR
26,000
30,000 +
30,000
30,000
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
8,000 AC (FlexRig4)
8,000 AC (FlexRig4)
8,000 AC (FlexRig4)
8,000 AC (FlexRig4)
8,000 AC (FlexRig4)
8,000 AC (FlexRig4)
8,000 AC (FlexRig4)
30,000
30,000 +
SCR
SCR
18,000 AC (FlexRig3)
22,000 AC (FlexRig3)
8,000 AC (FlexRig4)
8,000 AC (FlexRig4)
8,000 AC (FlexRig4)
AC Drive
SCR
SCR
SCR
SCR
SCR
SCR
30,000 +
26,000
20,000
18,000
26,000
18,000
26,000
22,000 AC (FlexRig3)
22,000 AC (FlexRig3)
Drawworks:
Horsepower
2,100
3,000
3,000
3,000
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,500
1,150
1,150
1,150
1,150
1,150
1,150
1,150
3,000
3,000
1,500
1,500
1,150
1,150
1,150
3,000
2,500
1,700
1,500
2,500
1,500
2,000
1,500
1,500
* From time to time we may modify certain FlexRigs to increase the setback capacity of a rig. As such, the stated
“optimum depth” as listed above may be higher in certain instances depending on modifications to certain rigs.
28
The following table sets forth information with respect to the utilization of our international drilling rigs for the
periods indicated:
Number of rigs at end of period . . . . . . . . . . . . . . . . . . .
Average rig utilization rate during period (1)(2). . . . . .
Years ended September 30,
2013 2014 2015 2016 2017
38
29
38
82 % 74 % 51 % 39 % 36 %
36
38
(1) A rig is considered to be utilized when it is operated or being moved, assembled or dismantled
under contract.
(2) Does not include rigs returned to the United States for major modifications and upgrades.
STOCK PORTFOLIO
Information required by this item regarding our stock portfolio may be found in, and is incorporated by
reference to, Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Stock
Portfolio Held” included in this Form 10-K.
Item 3. LEGAL PROCEEDINGS
1.
Investigation by the Department of the Interior.
On November 8, 2013, the United States District Court for the Eastern District of Louisiana approved the
previously disclosed October 30, 2013 plea agreement between our wholly owned subsidiary, Helmerich & Payne
International Drilling Co. (“H&PIDC”), and the United States Department of Justice, United States Attorney’s Office for
the Eastern District of Louisiana (“DOJ”). The court’s approval of the plea agreement resolved the DOJ’s investigation
into certain choke manifold testing irregularities that occurred in 2010 at one of H&PIDC’s offshore platform rigs in the
Gulf of Mexico. We also engaged in discussions with the Inspector General’s office of the Department of the Interior
(“DOI”) regarding the same events that were the subject of the DOJ’s investigation. Although we do not presently
anticipate any further action by the DOI, we can provide no assurance as to the timing or eventual outcome of the DOI’s
consideration of the matter.
2.
Venezuela Expropriation.
Our wholly-owned subsidiaries, H&PIDC and Helmerich & Payne de Venezuela, C.A. filed a lawsuit in the
United States District Court for the District of Columbia on September 23, 2011 against the Bolivarian Republic of
Venezuela, Petroleos de Venezuela, S.A. and PDVSA Petroleo, S.A. We are seeking damages for the taking of our
Venezuelan drilling business in violation of international law and for breach of contract. While there exists the
possibility of realizing a recovery, we are currently unable to determine the timing or amounts we may receive, if any, or
the likelihood of recovery.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
29
EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth the names and ages of our executive officers, together with all positions and
offices held by such executive officers with the Company or the Company’s wholly-owned subsidiary, Helmerich &
Payne International Drilling Co. Except as noted below, all positions and offices held are with the Company. Officers are
elected to serve until the meeting of the Board of Directors following the next Annual Meeting of Stockholders and until
their successors have been duly elected and have qualified or until their earlier resignation or removal.
John W. Lindsay, 56 . . . . . . . . . . . . . . . . . . . . . . . . . . .
Juan Pablo Tardio, 52 . . . . . . . . . . . . . . . . . . . . . . . . . .
Robert L. Stauder, 55 . . . . . . . . . . . . . . . . . . . . . . . . . . .
Wade W. Clark, 53 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Michael P. Lennox, 37 . . . . . . . . . . . . . . . . . . . . . . . . .
John R. Bell, 47 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cara M. Hair, 41 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
President and Chief Executive Officer since March 2014;
President and Chief Operating Officer from September
2012 to March 2014; Director since September 2012;
Executive Vice President and Chief Operating Officer
from 2010 to September 2012; Executive Vice President,
U.S. and International Operations of Helmerich & Payne
International Drilling Co. from 2006 to 2012; Vice
President of U.S. Land Operations of Helmerich & Payne
International Drilling Co. from 1997 to 2006
Vice President and Chief Financial Officer since April
2010; Director of Investor Relations from January 2008
to April 2010; Manager of Investor Relations from
August 2005 to January 2008
Senior Vice President and Chief Engineer, Helmerich &
Payne International Drilling Co., since January 2012;
Vice President and Chief Engineer of Helmerich &
Payne International Drilling Co. from July 2010 to
January 2012; Vice President, Engineering of
Helmerich & Payne International Drilling Co. from 2006
to July 2010
Vice President U.S. Land, Helmerich & Payne
International Drilling Co., since August 2017; Regional
Vice President U.S. Land, Helmerich & Payne
International Drilling Co. from July 2012 to August
2017; Vice President, North Region U.S. Land
Operations of Helmerich & Payne International Drilling
Co. from March 2008 to July 2012
Vice President U.S. Land, Helmerich & Payne
International Drilling Co., since August 2017; District
Manager of Helmerich & Payne International
Drilling Co. from December 2012 to August 2017
Vice President, International and Offshore Operations,
Helmerich & Payne International Drilling Co., since
August 2017; Vice President, Corporate Services from
January 2015 to August 2017; Vice President of Human
Resources from March 2012 to January 2015; Director of
Human Resources from July 2002 to March 2012
Vice President, Corporate Services and Chief Legal
Officer since August 2017; Vice President, General
Counsel and Chief Compliance Officer from March 2015
to August 2017; Deputy General Counsel from June
2014 to March 2015; Senior Attorney from December
2012 to June 2014; Attorney from 2006 to December
2012
30
PART II
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
The principal market on which our common stock is traded is the New York Stock Exchange under the symbol
“HP.” As of November 10, 2017, there were 620 record holders of our common stock as listed by our transfer agent’s
records. The high and low sale prices per share for the common stock for each quarterly period during the past two fiscal
years as reported in the NYSE-Composite Transaction quotations follow:
Quarter
First . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 61.70 $ 46.32 $ 85.78 $ 60.39
63.66
Second . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
49.46
Third . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
42.16
Fourth . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40.02
55.75
56.19
81.30
69.97
58.64
64.06
69.20
70.28
High
High
2016
Low
2017
Low
Dividends
We paid quarterly cash dividends during the past two fiscal years as shown in the table below. Payment of
future dividends will depend on earnings and other factors.
Paid per Share
Fiscal
Total Payment
Fiscal
Quarter
First . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0.6875 $ 0.7000 $ 74,560,506 $ 76,176,075
76,441,828
Second . . . . . . . . . . . . . . . . . . . . . . . . . .
76,443,228
Third . . . . . . . . . . . . . . . . . . . . . . . . . . . .
76,453,820
Fourth . . . . . . . . . . . . . . . . . . . . . . . . . . .
74,739,803
74,740,993
76,111,240
0.7000
0.7000
0.7000
0.6875
0.6875
0.7000
2017
2016
2016
2017
31
Performance Graph
The following performance graph reflects the yearly percentage change in our cumulative total stockholder
return on common stock as compared with the cumulative total return on the S&P 500 Index, the S&P 500 Oil & Gas
Drilling Index, and the S&P 1500 Oil and Gas Drilling Index. We are changing from using the S&P 500 Oil & Gas
Drilling Index to the S&P 1500 Oil and Gas Drilling Index because the latter includes 10 other peer companies and we
recently became the only remaining company in the previously used S&P 500 Oil and Gas Drilling Index. All
cumulative returns assume an initial investment of $100, the reinvestment of dividends and are calculated on a fiscal
year basis ending on September 30 of each year.
Company / Index
Helmerich & Payne, Inc. . . . . . . . . . . . . . . . . . . .
S&P 500 Index . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S&P 500 Oil & Gas Drilling Index . . . . . . . . . . .
S&P 1500 Oil & Gas Drilling Index . . . . . . . . . .
Base Period
Sep 12
100
100
100
100
INDEXED RETURNS
Years Ending
Sep 13 Sep 14 Sep 15 Sep 16 Sep 17
146.85 213.72 107.52 160.53 130.54
119.34 142.89 142.02 163.93 194.44
110.74 97.25 43.87 47.72 38.09
112.55 103.39 44.91 47.75 40.37
The above performance graph and related information shall not be deemed to be “soliciting material” or to be
“filed” with the SEC or subject to Regulation 14A or 14C under the Securities Exchange Act of 1934 or to the liabilities
of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed to be incorporated by reference into any
filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent we specifically
incorporate it by reference into such a filing.
32
Item 6. SELECTED FINANCIAL DATA
The following table summarizes selected financial information and should be read in conjunction with Item 7—
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8—“Financial
Statements and Supplementary Data” included in this Form 10-K.
Five-year Summary of Selected Financial Data
2017
2014
2015
2016
(in thousands except per share amounts)
2013
(52,990)
(3,838)
(56,828)
(127,863)
(349)
(128,212)
420,474
(47)
420,427
706,610
(47)
706,563
Operating revenues . . . . . . . . . . . . . . . . . . . . . . . $ 1,804,741 $1,624,232 $3,161,702 $ 3,715,968 $3,392,932
720,653
Income (loss) from continuing operations . . . . .
15,186
Income (loss) from discontinued operations . . .
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . .
735,839
Basic earnings (loss) per share from
continuing operations . . . . . . . . . . . . . . . . . . . . .
Basic earnings (loss) per share from
discontinued operations . . . . . . . . . . . . . . . . . . .
Basic (loss) earnings per share . . . . . . . . . . . . . .
Diluted earnings (loss) per share from
continuing operations . . . . . . . . . . . . . . . . . . . . .
Diluted earnings (loss) per share from
discontinued operations . . . . . . . . . . . . . . . . . . .
Diluted earnings (loss) per share . . . . . . . . . . . .
Total assets* . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash dividends declared per common share . . .
—
6.44
6,725,316
39,502
2.625
—
(1.20)
6,439,988
492,902
2.800
(0.04)
(0.54)
6,832,019
491,847
2.775
—
3.85
7,147,242
492,443
2.750
0.14
6.79
6,265,923
79,137
1.300
—
(1.20)
(0.04)
(0.54)
0.14
6.88
—
3.88
—
6.52
(1.20)
(1.20)
(0.50)
(0.50)
6.74
6.65
3.85
3.88
6.44
6.52
* Total assets for all years include amounts related to discontinued operations. Our Venezuelan subsidiary was
classified as discontinued operations on June 30, 2010, after the seizure of our drilling assets in that country by the
Venezuelan government.
33
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Risk Factors and Forward-Looking Statements
The following discussion should be read in conjunction with Part I of this Form 10-K as well as the
Consolidated Financial Statements and related notes thereto included in Item 8—“Financial Statements and
Supplementary Data” of this Form 10-K. Our future operating results may be affected by various trends and factors
which are beyond our control. These include, among other factors, fluctuations in oil and natural gas prices, unexpected
expiration or termination of drilling contracts, currency exchange gains and losses, expropriation of real and personal
property, changes in general economic conditions, disruptions to the global credit markets, rapid or unexpected changes
in technologies, risks of foreign operations, uninsured risks, changes in domestic and foreign policies, laws and
regulations and uncertain business conditions that affect our 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 and Analysis
of Financial Condition and Results of Operations include forward-looking statements. These forward-looking statements
are based on various assumptions. We caution that, while we believe such assumptions to be reasonable and make them
in good faith, assumed facts almost always vary from actual results. The differences between assumed facts and actual
results can be material. We are 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 us or persons acting
on our behalf. The factors identified in this cautionary statement and those factors discussed under Item 1A—“Risk
Factors” of this Form 10-K are important factors (but not necessarily inclusive of all important factors) that could cause
actual results to differ materially from those expressed in any forward-looking statement made by us or persons acting
on our behalf. Except as required by law, we undertake no duty to update or revise our forward-looking statements based
on changes of internal estimates or expectations or otherwise.
Executive Summary
Helmerich & Payne, Inc. is primarily a contract drilling company with a total fleet of 396 drilling rigs at
September 30, 2017. Our contract drilling segments consist of the U.S. Land segment with 350 rigs, the Offshore
segment with 8 offshore platform rigs and the International Land segment with 38 rigs at September 30, 2017. At the
close of fiscal 2017, we had 218 contracted rigs, compared to 118 contracted rigs at the same time during the prior year.
As the U.S. land drilling industry recovered from an all-time low of approximately 380 active rigs in the summer of
2016 to over 900 rigs as of September 30, 2017, we led the way in reactivating rigs in the U.S. and gained significant
market share in the process. Our success during this time frame was clear validation of having what we consider to be
the most capable land drilling fleet in the market, supplemented by our ability to deliver best-in-class field performance
and customer satisfaction. Our long term strategy remains focused on innovation, technology, safety, operational
excellence and reliability. As we move forward, we believe that our advanced rig fleet, financial strength, long term
contract backlog and strong customer base position us very well to take advantage of future opportunities.
Except as specifically discussed, the following results of operations pertain only to our continuing operations.
Unless otherwise indicated, references to 2017, 2016 and 2015 in the following discussion are referring to fiscal years
2017, 2016 and 2015.
Results of Operations
All per share amounts included in the Results of Operations discussion are stated on a diluted basis. Our net
loss for 2017 was $128.2 million ($1.20 loss per share), compared with net loss of $56.8 million ($0.54 loss per share)
for 2016 and $420.4 million net income ($3.85 per share) for 2015. Net loss in 2017 and 2016 includes after-tax income
from early termination revenue associated with drilling contracts terminated prior to the expiration of their fixed term of
$20.2 million ($0.18 per share) and $139.3 million ($1.29 per share), respectively. Net income in 2015 includes after-
tax income from early termination revenue of $140.9 ($1.30 per share). Net loss in 2017 and 2016 includes after-tax
34
gains from the sale of assets of $14.3 million ($0.13 per share) and $6.1 million ($0.06 per share), respectively, while net
income in 2015 includes after-tax gains from the sale of assets of $7.4 million ($0.07 per share). Included in our 2016
net loss is an after-tax loss of $15.9 million ($0.15 loss per share) from an other-than-temporary impairment of our
marketable equity security position in Atwood Oceanics, Inc. (“Atwood”). Net loss in 2016 also includes an after-tax
loss of $12.0 million ($0.11 loss per share) from the settlement of litigation and a $3.8 million loss ($0.04 loss per share)
from discontinued operations.
Consolidated operating revenues were $1.8 billion in 2017, $1.6 billion in 2016 and $3.2 billion in 2015,
including early termination revenue of $29.4 million, $219.0 million and $222.3 million in each respective year.
Excluding early termination revenue, operating revenue increased $370.1 million in 2017 compared to 2016. Oil prices
steeply declined from over $106 per barrel in June 2014 to below $30 per barrel in early 2016. During the second half of
calendar 2016, oil prices increased and have since been mostly fluctuating within a $45 to $55 per barrel price range.
Primarily as a result of the impact of oil prices on drilling activity by exploration and production companies during that
time frame, the number of revenue days in our U.S. Land segment totaled 57,120 in 2017, compared to 36,984 in 2016
and 75,866 in 2015. Our U.S. land rig utilization was 45 percent in 2017, 30 percent in 2016 and 62 percent in 2015. The
average number of U.S. land rigs available was 349 rigs in 2017, 339 rigs in 2016 and 336 rigs in 2015. Rig utilization
for offshore rigs was 74 percent in 2017, compared to 82 percent in 2016 and 93 percent in 2015. The International Land
segment has been subject to a more prolonged impact so far from the decline in oil prices, causing revenue days to
decline to 4,951 in 2017 from 5,364 in 2016 and 7,284 in 2015. Rig utilization in our International Land segment was
36 percent in 2017, 39 percent in 2016 and 51 percent in 2015.
In 2016, we recorded a $26.0 million other-than-temporary impairment charge as our marketable equity security
position in Atwood remained in a loss position during most of the fiscal year. Atwood is in the offshore drilling industry
which was severely impacted by the downturn in the energy sector. In May 2017, Ensco plc (“Ensco”) announced that it
entered into a definitive merger agreement under which Ensco would acquire Atwood in an all-stock transaction. The
transaction closed on October 6, 2017. Under the terms of the merger agreement, we received 1.60 shares of Ensco for
each share of our Atwood common stock.
Interest and dividend income was $5.9 million, $3.2 million and $5.8 million in 2017, 2016 and 2015,
respectively. The higher income in 2017 was primarily due to higher earnings on available cash equivalents and short-
term investments. The higher income in 2015 was primarily the result of Atwood declaring dividends during 2015.
Those dividends ceased in early 2016.
Direct operating costs in 2017 were $1.2 billion, compared with $0.9 billion in 2016 and $1.7 billion in 2015.
The increase in 2017 from 2016 was primarily attributable to a higher level of activity in 2017 as well as start-up
expenses related to reactivating over 100 FlexRigs returning to work during 2017. The decrease in 2016 from 2015 was
primarily due to the sharp decline in drilling activity.
Depreciation and amortization expense was $585.5 million in 2017, $598.6 million in 2016 and $608.0 million
in 2015. Depreciation and amortization includes amortization of $1.1 million in 2017 and abandonments of equipment of
$42.6 million in 2017, $39.3 million in 2016 and $43.6 million in 2015. Additionally, we recorded impairment charges
on rig and rig related equipment of $6.3 million in 2016 and $39.2 million in 2015. Depreciation expense, exclusive of
abandonments, decreased three percent in 2017 from 2016 and one percent in 2016 from 2015. The decreases are
primarily due to lower levels of capital expenditures during 2017 and 2016 and legacy assets reaching the end of their
depreciable lives. Abandonments in the three-year period were primarily due to the abandonment of used drilling
equipment in all years and the decommissioning of 23 rigs in 2015.
Management monitors industry market conditions impacting its long-lived assets, intangible assets and
goodwill. When required, an impairment analysis is performed to determine if any impairment exists. We did not record
any impairment in 2017. In 2016, we recorded a $6.3 million impairment charge to reduce the carrying value of used
drilling equipment from rigs that were decommissioned from service in prior fiscal periods and written down to their
estimated recoverable value at the time of decommissioning. In 2015, we recorded $39.2 million of impairment charges
to reduce the carrying value of seven SCR rigs in our International Land segment to their estimated fair value.
35
General and administrative expenses totaled $151.0 million in 2017, $146.2 million in 2016 and $134.7 million
in 2015. During 2017, we incurred transaction costs of $3.2 million related to our acquisition of MOTIVE Drilling
Technologies, Inc. Contributing to the increase in 2016 from 2015 were expenses related to employee work force
reductions including employee severance expenses, additional pension expense and additional employer match to our
401(k)/Employee Thrift Plan due to a partial plan termination status whereby affected participants were fully vested in
their 401(k) accounts.
Interest expense net of amounts capitalized totaled $19.7 million in 2017, $22.9 million in 2016 and
$15.0 million in 2015. Interest expense is primarily attributable to fixed-rate debt outstanding. There was a favorable
adjustment to interest expense of $5.2 million in 2017 related to the reversal of previously booked uncertain tax positions
where the statute of limitations has expired. Interest expense increased in 2016 from 2015 primarily due to the issuance
of $500 million unsecured senior notes in March 2015. Capitalized interest was $0.3 million, $2.8 million and
$7.0 million in 2017, 2016 and 2015, respectively. All of the capitalized interest is attributable to our rig construction
program.
We had an income tax benefit of $56.7 million in 2017 compared to an income tax benefit of $19.7 million in
2016 and income tax expense of $241.4 million in 2015. The effective income tax rate was 30.7 percent in 2017
compared to 27.1 percent in 2016 and 36.5 percent in 2015. Deferred income taxes are provided for temporary
differences between the financial reporting basis and the tax basis of our assets and liabilities. Recoverability of any tax
assets are evaluated and necessary allowances are provided. The carrying value of the net deferred tax assets is based on
management’s judgments using certain estimates and assumptions that we will be able to generate sufficient future
taxable income in certain tax jurisdictions to realize the benefits of such assets. If these estimates and related
assumptions change in the future, additional valuation allowances may be recorded against the deferred tax assets
resulting in additional income tax expense in the future. (See Note 5 of the Consolidated Financial Statements for
additional income tax disclosures.)
During 2017, 2016 and 2015, we incurred $12.0 million, $10.3 million and $16.1 million, respectively, of
research and development expenses primarily related to the ongoing development of the rotary steerable system tools.
We anticipate research and development expenses to continue during 2018.
On June 2, 2017, we completed a merger transaction (“MOTIVE Merger”) pursuant to which an unaffiliated
drilling technology company, MOTIVE Drilling Technologies, Inc., a Delaware corporation (“MOTIVE”), was merged
with and into our wholly owned subsidiary Spring Merger Sub, Inc., a Delaware corporation. MOTIVE survived the
transaction and is now a wholly owned subsidiary of the Company. The operations for MOTIVE are included with all
other non-reportable business segments. The MOTIVE Merger was accounted for as a business combination in
accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, which requires the assets
acquired and liabilities assumed to be recorded at their acquisition date fair values.
MOTIVE has a proprietary Bit Guidance System that is an algorithm-driven system that considers the total
economic consequences of directional drilling decisions and has proven to consistently lower drilling costs through more
efficient drilling and increase hydrocarbon production through smoother wellbores and more accurate well placement.
Given our strong and longstanding technology and innovation focus, we believe the technology will continue to advance
and provide further benefits for the industry.
At the effective time of the MOTIVE Merger, MOTIVE shareholders received aggregate cash consideration of
$74.3 million, net of customary closing adjustments, and may receive up to an additional $25.0 million in potential
earnout payments based on future performance. Transaction costs related to the MOTIVE Merger incurred during fiscal
2017 were $3.2 million. We recorded revenue of $3.3 million and a net loss of $2.2 million related to the MOTIVE
Merger during fiscal 2017. Additional information regarding the MOTIVE acquisition is described in Note 2 “Business
Combinations” to our consolidated financial statements.
Expenses incurred within the country of Venezuela are reported as discontinued operations. In March 2016, the
Venezuelan government implemented the previously announced plans for a new foreign currency exchange system. The
36
implementation of this system resulted in a reported loss from discontinued operations of $3.8 million in fiscal 2016, all
of which corresponds to the Company’s former operations in Venezuela.
Our wholly-owned subsidiaries, Helmerich & Payne International Drilling Co. and Helmerich & Payne de
Venezuela, C.A., filed a lawsuit in the United States District Court for the District of Columbia on September 23, 2011
against the Bolivarian Republic of Venezuela, Petroleos de Venezuela, S.A. and PDVSA Petroleo, S.A. We are seeking
damages for the taking of our Venezuelan drilling business in violation of international law and for breach of contract.
While there exists the possibility of realizing a recovery, we are currently unable to determine the timing or amounts we
may receive, if any, or the likelihood of recovery.
The following tables summarize operations by reportable operating segment.
Comparison of the years ended September 30, 2017 and 2016
2017
2016
% Change
(in thousands, except operating statistics)
U.S. LAND OPERATIONS
Operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,439,523
984,205
Direct operating expenses . . . . . . . . . . . . . . . . . . . . . .
50,712
General and administrative expense . . . . . . . . . . . . .
499,486
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asset impairment charge . . . . . . . . . . . . . . . . . . . . . .
—
Segment operating income (loss) . . . . . . . . . . . . . . . . $ (94,880)
Operating Statistics:
57,120
Revenue days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average rig revenue per day . . . . . . . . . . . . . . . . . . . $ 22,607
Average rig expense per day . . . . . . . . . . . . . . . . . . . $ 14,623
7,984
Average rig margin per day . . . . . . . . . . . . . . . . . . . . $
Number of rigs at end of period . . . . . . . . . . . . . . . . .
350
Rig utilization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,242,462
603,800
50,057
508,237
6,250
$ 74,118
36,984
$ 31,369
$ 14,117
$ 17,252
348
15.9 %
63.0
1.3
(1.7)
(100.0)
(228.0)
54.4 %
(27.9)
3.6
(53.7)
0.6
50.0
45 %
30 %
Operating statistics for per day revenue, expense and margin do not include reimbursements of
“out-of-pocket” expenses of $148,218 and $82,337 for 2017 and 2016, respectively.
In 2017, the U.S. Land segment had an operating loss of $94.9 million compared to operating income of
$74.1 million in 2016. Included in U.S. land revenues for 2017 and 2016 is approximately $24.5 million and
$219.0 million, respectively, from early termination of fixed-term contracts. Fixed-term contracts customarily provide
for termination at the election of the customer, with an early termination payment to be paid to us if a contract is
terminated prior to the expiration of the fixed term (except in limited circumstances including sustained unacceptable
performance by us).
Excluding early termination revenue of $428 and $5,921 per day for 2017 and 2016, respectively, average
revenue per day for 2017 decreased by $3,269 to $22,179 from $25,448 in 2016. Our activity has increased year-over-
year in response to higher commodity prices resulting in a 54 percent increase in revenue days when comparing 2017 to
2016. However, legacy term contracts at high dayrates make up a lower proportion of our 2017 activity due to continued
contract expirations. Further, newly contracted rigs which made up the majority of our 2017 activity were priced at
relatively lower levels which reflected 2017 market conditions.
Average rig expense increased $506 per day to $14,623 in 2017 from $14,117 in 2016. This increase was
primarily attributable to start-up expenses related to rigs returning to work during 2017.
37
Depreciation includes charges for abandoned equipment of $42.2 million and $38.8 million in 2017 and 2016,
respectively. Included in abandonments in 2017 are older rig components that were replaced by upgrades to our rig fleet
to meet customer demands for additional capabilities. Included in abandonments in 2016 is the retirement of used
drilling equipment. During fiscal 2016, we recorded an asset impairment charge in the U.S. Land segment of $6.3
million to reduce the carrying value of rig and rig related equipment classified as held for sale to their estimated fair
values, based on expected sales prices. Excluding the abandonments, depreciation in 2017 decreased from 2016,
primarily due to lower levels of capital expenditures during 2017 and 2016 and certain legacy assets reaching the end of
their depreciable lives in 2017 and 2016.
Rig utilization increased to 45 percent in 2017 from 30 percent in 2016. The total number of rigs at
September 30, 2017 was 350 compared to 348 rigs at September 30, 2016. The net increase is due to two new FlexRigs
completed in 2017 and included in our operating statistics.
At September 30, 2017, 197 out of 350 existing rigs in the U.S. Land segment were generating revenue. Of the
197 rigs generating revenue, 100 were under fixed-term contracts, and 97 were working in the spot market. At
November 16, 2017, the number of existing rigs under fixed-term contracts in the segment was 103 and the number of
rigs working in the spot market was 97.
Comparison of the years ended September 30, 2017 and 2016
2017
% Change
(in thousands, except operating statistics)
2016
OFFSHORE OPERATIONS
Operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $136,263
96,593
Direct operating expenses . . . . . . . . . . . . . . . . . . . . . . . .
3,705
General and administrative expense . . . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,764
Segment operating income . . . . . . . . . . . . . . . . . . . . . . . $ 24,201
Operating Statistics:
2,277
Revenue days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average rig revenue per day . . . . . . . . . . . . . . . . . . . . . $ 34,332
Average rig expense per day . . . . . . . . . . . . . . . . . . . . . $ 23,172
Average rig margin per day . . . . . . . . . . . . . . . . . . . . . . $ 11,160
8
Number of rigs at end of period . . . . . . . . . . . . . . . . . . .
Rig utilization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
74 %
$138,601
106,983
3,464
12,495
$ 15,659
2,708
$ 26,973
$ 19,381
$ 7,592
9
82 %
(1.7)%
(9.7)
7.0
(5.9)
54.6
(15.9)%
27.3
19.6
47.0
(11.1)
(9.8)
Operating statistics for per day revenue, expense and margin do not include reimbursements of
“out-of-pocket” expenses of $21,578 and $23,138 for 2017 and 2016, respectively. The operating
statistics only include rigs owned by us and exclude offshore platform management and labor
service contracts and currency revaluation expense.
Average rig revenue per day and average rig margin per day increased in 2017 compared to 2016 primarily due
to several rigs moving to higher pricing from previous standby or other special dayrates.
During the second quarter of fiscal 2017, we sold one of our offshore rigs. At September 30, 2017, five of our
eight platform rigs were contracted compared to seven of nine available rigs at September 30, 2016.
38
Comparison of the years ended September 30, 2017 and 2016
2017
% Change
(in thousands, except operating statistics)
2016
INTERNATIONAL LAND OPERATIONS
Operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 212,972
163,486
Direct operating expenses . . . . . . . . . . . . . . . . . . . . . . . .
3,088
General and administrative expense . . . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
53,622
Segment operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . $ (7,224)
Operating Statistics:
Revenue days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,951
Average rig revenue per day . . . . . . . . . . . . . . . . . . . . . $ 40,979
Average rig expense per day . . . . . . . . . . . . . . . . . . . . . $ 29,761
Average rig margin per day . . . . . . . . . . . . . . . . . . . . . . $ 11,218
38
Number of rigs at end of period . . . . . . . . . . . . . . . . . . .
36 %
Rig utilization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 229,894
183,969
2,909
57,102
$ (14,086)
5,364
$ 39,044
$ 28,638
$ 10,406
38
39 %
(7.4)%
(11.1)
6.2
(6.1)
48.7
(7.7)%
5.0
3.9
7.8
—
(7.7)
Operating statistics for per day revenue, expense and margin do not include reimbursements of
“out-of-pocket” expenses of $10,074 and $20,458 for 2017 and 2016, respectively. Also excluded
are the effects of currency revaluation income and expense.
The International Land segment had an operating loss of $7.2 million for 2017 compared to $14.1 million for
2016.
Excluding early termination revenue of $955 per day in 2017, the average rig margin per day for 2017
compared to 2016 decreased by $143 to $10,263. Low oil prices during 2016 and 2017 continue to have a negative effect
on customer spending. We experienced an 8 percent decrease in revenue days when comparing 2017 to 2016. The
average number of active rigs was 13.6 during 2017 compared to 14.7 during 2016.
Although direct operating expenses decreased in 2017 to $163.5 million from $184.0 million in 2016, the
average rig expense per day increased $1,123 or 4 percent as compared to the 2016 average rig expense.
Included in direct operating expenses are foreign currency transaction losses of $6.0 million and $9.8 million
for 2017 and 2016, respectively. The 2016 losses were primarily due to a devaluation of the Argentine peso in
December 2015.
39
Comparison of the years ended September 30, 2016 and 2015
2016
2015
% Change
(in thousands, except operating statistics)
U.S. LAND OPERATIONS
Operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,242,462
603,800
Direct operating expenses . . . . . . . . . . . . . . . . . . . . .
50,057
General and administrative expense . . . . . . . . . . . .
508,237
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6,250
Asset impairment charge . . . . . . . . . . . . . . . . . . . . .
Segment operating income . . . . . . . . . . . . . . . . . . . . $
74,118
Operating Statistics:
Revenue days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average rig revenue per day . . . . . . . . . . . . . . . . . . $
Average rig expense per day . . . . . . . . . . . . . . . . . . $
Average rig margin per day . . . . . . . . . . . . . . . . . . . $
Number of rigs at end of period . . . . . . . . . . . . . . . .
Rig utilization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
36,984
31,369
14,117
17,252
348
30 %
$ 2,523,518
1,254,424
50,769
519,950
—
$ 698,375
$
$
$
75,866
30,211
13,483
16,728
343
62 %
(50.8)%
(51.9)
(1.4)
(2.3)
100.0
(89.4)
(51.3)%
3.8
4.7
3.1
1.5
(51.6)
Operating statistics for per day revenue, expense and margin do not include reimbursements of
“out-of-pocket” expenses of $82,337 and $231,528 for 2016 and 2015, respectively.
Rig utilization in 2016 excludes four FlexRigs completed and ready for delivery at September 30, 2016.
Operating income in the U.S. Land segment decreased to $74.1 million in 2016 from $698.4 million in 2015.
Included in U.S. land revenues for 2016 and 2015 is approximately $219.0 million and $203.6 million, respectively,
from early termination of fixed-term contracts.
Excluding early termination related revenue, the average revenue per day for 2016 decreased by $2,080 to
$25,448 from $27,528 in 2015. Low oil prices had a negative effect on customer spending. Some customers did not
renew expiring contracts while others elected to terminate fixed-term contracts early. As a result, we experienced a 51
percent decrease in revenue days when comparing 2016 to 2015. Fixed-term contracts customarily provide for
termination at the election of the customer, with an early termination payment to be paid to us if a contract is terminated
prior to the expiration of the fixed term (except in limited circumstances including sustained unacceptable performance
by us).
The average rig expense per day increased to $14,117 in 2016 from $13,483 in 2015. In September 2016, we
entered into a settlement agreement, subsequently approved by the court, regarding a lawsuit filed by an employee who
was injured while working on a U.S. land rig. After taking into account amounts to be paid by our various insurers, we
recorded an $18.8 million expense which reduced operating income and negatively impacted the 2016 average rig
expense per day by $508.
Depreciation includes charges for abandoned equipment of $38.8 million and $42.6 million in 2016 and 2015,
respectively. Included in abandonments in 2016 is the retirement of used drilling equipment. Included in abandonments
in 2015 is the decommissioning of 23 SCR rigs, including six conventional rigs, six FlexRig1s and 11 FlexRig2s, and
spare equipment for drilling rigs. We recorded in fiscal 2016 a $6.3 million impairment charge to reduce the carrying
value in rig and rig related equipment classified as held for sale to their estimated fair values, based on expected sales
prices. The used drilling equipment is from rigs that were decommissioned from service in prior fiscal periods and
written down to their estimated recoverable value at the time of decommissioning. Excluding the abandonment,
depreciation in 2016 decreased from 2015, primarily due to low levels of capital expenditures in 2016 and the
decommissioning of rigs in 2015.
40
Rig utilization decreased to 30 percent in 2016 from 62 percent in 2015. The total number of rigs at September
30, 2016 was 348 compared to 343 rigs at September 30, 2015. The net increase is due to five new FlexRigs completed
in 2016 and included in our operating statistics.
At September 30, 2016, 95 out of 348 existing rigs in the U.S. Land segment were generating revenue. Of the
95 rigs generating revenue, 72 were under fixed-term contracts, and 23 were working in the spot market.
Comparison of the years ended September 30, 2016 and 2015
2016
% Change
(in thousands, except operating statistics)
2015
OFFSHORE OPERATIONS
Operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 138,601
106,983
Direct operating expenses . . . . . . . . . . . . . . . . . . . . . . . .
3,464
General and administrative expense . . . . . . . . . . . . . . .
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,495
Segment operating income . . . . . . . . . . . . . . . . . . . . . . . $ 15,659
Operating Statistics:
Revenue days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,708
Average rig revenue per day . . . . . . . . . . . . . . . . . . . . . $ 26,973
Average rig expense per day . . . . . . . . . . . . . . . . . . . . . $ 19,381
Average rig margin per day . . . . . . . . . . . . . . . . . . . . . . $ 7,592
9
Number of rigs at end of period . . . . . . . . . . . . . . . . . . .
82 %
Rig utilization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 241,666
158,488
3,517
11,659
$ 68,002
3,067
$ 44,125
$ 27,246
$ 16,879
9
93 %
(42.6)%
(32.5)
(1.5)
7.2
(77.0)
(11.7)%
(38.9)
(28.9)
(55.0)
—
(11.8)
Operating statistics for per day revenue, expense and margin do not include reimbursements of
“out-of-pocket” expenses of $23,138 and $33,254 for 2016 and 2015, respectively. The operating statistics
only include rigs owned by us and exclude offshore platform management and labor service contracts and
currency revaluation expense.
Average rig revenue per day, average rig expense per day and average rig margin per day decreased in 2016
compared to 2015 primarily due to several rigs moving to lower pricing while on standby or other special dayrates.
At September 30, 2016 seven of our nine platform rigs were contracted compared to eight at September 30,
2015.
41
Comparison of the years ended September 30, 2016 and 2015
2016
% Change
2015
(in thousands, except operating statistics)
INTERNATIONAL LAND OPERATIONS
Operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 229,894
183,969
Direct operating expenses . . . . . . . . . . . . . . . . . . . . . . . .
2,909
General and administrative expense . . . . . . . . . . . . . . .
57,102
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asset impairment charge . . . . . . . . . . . . . . . . . . . . . . . .
—
Segment operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . $ (14,086)
Operating Statistics:
5,364
Revenue days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average rig revenue per day . . . . . . . . . . . . . . . . . . . . . $ 39,044
Average rig expense per day . . . . . . . . . . . . . . . . . . . . . $ 28,638
Average rig margin per day . . . . . . . . . . . . . . . . . . . . . . $ 10,406
38
Number of rigs at end of period . . . . . . . . . . . . . . . . . . .
39 %
Rig utilization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 382,331
289,700
3,148
57,334
39,242
$ (7,093)
7,284
$ 47,352
$ 34,848
$ 12,504
38
51 %
(39.9)%
(36.5)
(7.6)
(0.4)
(100.0)
(98.6)
(26.4)%
(17.5)
(17.8)
(16.8)
—
(23.5)
Operating statistics for per day revenue, expense and margin do not include reimbursements of
“out-of-pocket” expenses of $20,458 and $37,420 for 2016 and 2015, respectively. Also excluded are the
effects of currency revaluation income and expense.
The International Land segment had an operating loss of $14.1 million for 2016 compared to $7.1 million for
2015. Included in International land revenues in 2015 is approximately $18.7 million related to early termination of
fixed-term contracts.
Excluding early termination revenue of $2,566 per day in 2015, the average rig margin per day for 2016
compared to 2015 increased by $468 to $10,406. Low oil prices continued to have a negative effect on customer
spending. As a result, we experienced a 26 percent decrease in revenue days when comparing 2016 to 2015. The
average number of active rigs was 14.7 during 2016 compared to 20.0 during 2015.
The average rig expense per day decreased $6,210 or 18 percent as compared to the 2015 average rig expense
that was impacted by expenses on rigs that had become idle and other costs associated with rigs transitioning between
locations.
During the fourth fiscal quarter of 2015, we recorded a $39.2 million impairment charge to reduce the carrying
value of seven SCR rigs located in our International Land segment to their estimated fair value.
Included in direct operating expenses for 2016 is $9.8 million of foreign currency transaction losses, primarily
due to a devaluation of the Argentine peso in December 2015.
LIQUIDITY AND CAPITAL RESOURCES
Our capital spending was $397.6 million in 2017, $257.2 million in 2016 and $1.1 billion in 2015. Net cash
provided from operating activities was $357.2 million in 2017, $753.6 million in 2016 and $1.4 billion in 2015. Our
2018 capital spending is currently estimated to be between $250 million and $300 million. This estimate includes capital
maintenance requirements, tubulars and other special projects primarily related to upgrading our existing rig fleet.
Historically, we have financed operations primarily through internally generated cash flows. In periods when
internally generated cash flows are not sufficient to meet liquidity needs, we will either borrow from available credit
sources or we may sell portfolio securities. Likewise, if we are generating excess cash flows, we may invest in
short-term money market securities or short-term marketable securities. Starting in 2015, we began investing in
42
short-term investments classified as trading securities. We have reinvested maturities and earnings during 2017 and
2016. The investments include U.S. Treasury securities, U.S. Agency issued debt securities, corporate bonds,
certificates of deposit and money market funds. The securities are all very highly rated and recorded at fair value.
We manage a portfolio of marketable securities that, at the close of fiscal 2017, had a fair value of $70.2 million
consisting of common shares of Atwood and Schlumberger, Ltd. The value of the portfolio is subject to fluctuation in the
market and may vary considerably over time. The portfolio is recorded at fair value on our balance sheet. During the
fourth quarter of 2016, we determined that the decline in fair value below our cost basis in Atwood was other than
temporary. As a result, we recorded a non-cash charge totaling $26.0 million.
Our proceeds from asset sales totaled $23.4 million in 2017, $21.8 million in 2016 and $22.6 million in 2015.
Income from asset sales in 2017 totaled $20.6 million, $9.9 million in 2016 and $11.8 million in 2015. During 2017, we
sold one offshore rig. In each year we had sales of old or damaged rig equipment and drill pipe used in the ordinary
course of business.
During 2017, we paid dividends of $2.80 per share, or a total of $305.5 million. During 2016, we paid
dividends of $2.763 per share, or a total of $300.2 million. We paid dividends of $2.75 per share or $298.4 million in
2015. Adjusting for stock splits accordingly, we have increased the effective annual dividend per share every year for
well over 40 years.
On March 19, 2015, we issued $500 million of 4.65 percent 10-year unsecured senior notes. Interest is payable
semi-annually on March 15 and September 15. The debt discount is being amortized to interest expense using the
effective interest method. The debt issuance costs are amortized straight-line over the stated life of the obligation, which
approximates the effective interest method.
We have a $300 million unsecured revolving credit facility which will mature on July 13, 2021. The credit
facility has $75 million available to use as letters of credit. The majority of any borrowings under the facility would
accrue interest at a spread over the London Interbank Offered Rate (LIBOR). We also pay a commitment fee based on
the unused balance of the facility. Borrowing spreads as well as commitment fees are determined according to a scale
based on a ratio of our total debt to total capitalization. The spread over LIBOR ranges from 1.125 percent to 1.75
percent per annum and commitment fees range from .15 percent to .30 percent per annum. Based on our debt to total
capitalization on September 30, 2017, the spread over LIBOR and commitment fees would be 1.125 percent and .15
percent, respectively. There is one financial covenant in the facility which requires us to maintain a funded leverage ratio
(as defined) of less than 50 percent. The credit facility contains additional terms, conditions, restrictions and covenants
that we believe are usual and customary in unsecured debt arrangements for companies of similar size and credit quality
including a limitation that priority debt (as defined in the agreement) may not exceed 17.5% of the net worth of the
Company. As of September 30, 2017, there were no borrowings, but there were three letters of credit outstanding in the
amount of $38.8 million. At September 30, 2017, we had $261.2 million available to borrow under our $300 million
unsecured credit facility. Subsequent to September 30, 2017, the Company increased one of the three letters of credit by
$0.5 million, which reduced availability under the facility to $260.7 million.
Subsequent to September 30, 2017, the Company entered into a $12 million unsecured standalone line of credit
facility, which is purposed for the issuance of bid and performance bonds, as needed, for international operations. The
Company currently has two bonds issued under this line for a total value of approximately $5.4 million.
The applicable agreements for all unsecured debt contain additional terms, conditions and restrictions that we
believe are usual and customary in unsecured debt arrangements for companies that are similar in size and credit quality.
At September 30, 2017, we were in compliance with all debt covenants.
At September 30, 2017, we had 112 existing rigs with fixed term contracts with original term durations ranging
from six months to five years, with some expiring in fiscal 2018. The contracts provide for termination at the election of
the customer, with an early termination payment to be paid if a contract is terminated prior to the expiration of the fixed
term. While most of our customers are primarily major oil companies and large independent oil companies, a risk exists
43
that a customer, especially a smaller independent oil company, may become unable to meet its obligations and may
exercise its early termination election in the future and not be able to pay the early termination fee. Although not
expected at this time, our future revenue and operating results could be negatively impacted if this were to happen.
Our operating cash requirements, scheduled debt repayments, interest payments, any stock repurchases and
estimated capital expenditures, including our rig upgrade construction program, for fiscal 2018 are expected to be funded
through current cash and cash to be provided from operating activities. However, there can be no assurance that we will
continue to generate cash flows at current levels.
The current ratio was 3.6 at September 30, 2017 and 4.8 at September 30, 2016. The long-term debt to total
capitalization ratio was 10.6 percent at September 30, 2017 compared to 9.7 percent at September 30, 2016.
Stock Portfolio Held
September 30, 2017
Number
of Shares
Cost Basis Market Value
(in thousands, except share amounts)
Atwood Oceanics, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . 4,000,000 $34,760 $37,560
32,613
Schlumberger, Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$70,173
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3,713
$38,473
467,500
Material Commitments
We have no off balance sheet arrangements other than operating leases discussed below. Our contractual
obligations as of September 30, 2017, are summarized in the table below in thousands:
Payments due by year
Contractual Obligations
Long-term debt and estimated
interest (a) . . . . . . . . . . . . . . . . . . . . . . . $ 673,406 $23,250 $23,250 $23,250 $23,250 $ 23,250 $ 557,156
6,825
Operating leases (b) . . . . . . . . . . . . . . . .
Purchase obligations (b) . . . . . . . . . . . .
—
Total contractual obligations . . . . . . . . $ 759,584 $87,484 $28,704 $27,045 $26,194 $ 26,176 $ 563,981
29,959
56,219
2,926
—
2,944
—
3,795
—
8,015
56,219
5,454
—
Total
2018
2022
2021
2019
2020
After
2022
(a) Interest on fixed-rate debt was estimated based on principal maturities. See Note 4 “Debt” to our Consolidated
Financial Statements.
(b) See Note 14 “Commitments and Contingencies” to our Consolidated Financial Statements.
The above table does not include obligations for our pension plan or amounts recorded for uncertain tax
positions.
In 2017 and 2016, we did not make any contributions to the pension plan. Contributions may be made in fiscal
2018 to fund unexpected distributions in lieu of liquidating pension assets. Future contributions beyond fiscal 2018 are
difficult to estimate due to multiple variables involved.
At September 30, 2017, we had $7.5 million recorded for uncertain tax positions and related interest and
penalties. However, the timing of such payments to the respective taxing authorities cannot be estimated at this time.
Income taxes are more fully described in Note 5 to the Consolidated Financial Statements.
44
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The Consolidated Financial Statements are impacted by the accounting policies used and by the estimates and
assumptions made by management during their preparation. These estimates and assumptions are evaluated on an
on-going basis. Estimates are based on historical experience and on various other assumptions that we believe to be
reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates
under different assumptions or conditions. The following is a discussion of the critical accounting policies and estimates
used in our financial statements. Other significant accounting policies are summarized in Note 1 to the Consolidated
Financial Statements.
Property, Plant and Equipment Property, plant and equipment, including renewals and betterments, are stated
at cost, while maintenance and repairs are expensed as incurred. The interest expense applicable to the construction of
qualifying assets is capitalized as a component of the cost of such assets. We account for the depreciation of property,
plant and equipment using the straight-line method over the estimated useful lives of the assets considering the estimated
salvage value of the property, plant and equipment. Both the estimated useful lives and salvage values require the use of
management estimates. Certain events, such as unforeseen changes in operations, technology or market conditions, could
materially affect our estimates and assumptions related to depreciation or result in abandonments. Management believes
that these estimates have been materially accurate in the past. For the years presented in this report, no significant
changes were made to the determinations of useful lives or salvage values. Upon retirement or other disposal of fixed
assets, the cost and related accumulated depreciation are removed from the respective accounts and any gains or losses
are recorded in the results of operations.
Impairment of Long-lived Assets and Finite-lived Intangibles Management assesses the potential impairment
of our long-lived assets and finite-lived intangibles whenever events or changes in conditions indicate that the carrying
value may not be recoverable. Changes that could prompt such an assessment may include equipment obsolescence,
changes in the market demand, periods of relatively low rig utilization, declining revenue per day, declining cash margin
per day, completion of specific contracts and/or overall changes in general market conditions. If a review of the
long-lived assets and finite-lived intangibles indicates that the carrying value of certain of these assets is more than the
estimated undiscounted future cash flows, an impairment charge is made, as required, to adjust the carrying value to the
estimated fair value. The fair value of drilling rigs is determined based upon either an income approach using estimated
discounted future cash flows or a market approach. Cash flows are estimated by management considering factors such
as prospective market demand, recent changes in rig technology and its effect on each rig’s marketability, any cash
investment required to make a rig marketable, suitability of rig size and makeup to existing platforms, and competitive
dynamics including utilization. Fair value is estimated, if applicable, considering factors such as recent market sales of
rigs of other companies and our own sales of rigs, appraisals and other factors. The use of different assumptions could
increase or decrease the estimated fair value of assets and could therefore affect any impairment measurement.
During the third fiscal quarter of 2016, we recorded a $6.3 million impairment charge to reduce the carrying
values in used drilling equipment in our U.S. Land segment to its estimated fair value. The rig and rig related equipment
fair value was estimated based on expected sales prices.
Self-Insurance Accruals We self-insure a significant portion of expected losses relating to worker’s
compensation, general liability, employer’s liability and automobile liability. Generally, deductibles range from
$1 million to $5 million per occurrence depending on the coverage and whether a claim occurs outside or inside of the
United States. Insurance is purchased over deductibles to reduce our exposure to catastrophic events but there can be no
assurance that such coverage will respond or be adequate in all circumstances. Estimates are recorded for incurred
outstanding liabilities for worker’s compensation and other casualty claims. Retained losses are estimated and accrued
based upon our estimates of the aggregate liability for claims incurred. Estimates for liabilities and retained losses are
based on adjusters’ estimates, our historical loss experience and statistical methods that we believe are reliable.
Nonetheless, insurance estimates include certain assumptions and management judgments regarding the frequency and
severity of claims, claim development and settlement practices. Unanticipated changes in these factors may produce
materially different amounts of expense that would be reported under these programs.
45
Our wholly-owned captive insurance company finances a significant portion of the physical damage risk on
company-owned drilling rigs as well as international casualty deductibles. With the exception of “named wind storm”
risk in the Gulf of Mexico, we insure rigs and related equipment at values that approximate the current replacement cost
on the inception date of the policy. We self-insure a number of other risks including loss of earnings and business
interruption, and most cyber risks.
Pension Costs and Obligations Our pension benefit costs and obligations are dependent on various actuarial
assumptions. We make assumptions relating to discount rates and expected return on plan assets. Our discount rate is
determined by matching projected cash distributions with the appropriate corporate bond yields in a yield curve analysis.
The discount rate was increased to 3.79 percent from 3.64 percent as of September 30, 2017 to reflect changes in the
market conditions for high-quality fixed-income investments. The expected return on plan assets is determined based on
historical portfolio results and future expectations of rates of return. Actual results that differ from estimated
assumptions are accumulated and amortized over the estimated future working life of the plan participants and could
therefore affect the expense recognized and obligations in future periods. As of September 30, 2006, the Pension Plan
was frozen and benefit accruals were discontinued. As a result, the rate of compensation increase assumption has been
eliminated from future periods. We anticipate pension expense to decrease by approximately $3.1 million in 2018 from
2017.
Stock-Based Compensation Historically, we have granted stock-based awards to key employees and
non-employee directors as part of their compensation. We estimate the fair value of all stock option awards as of the date
of grant by applying the Black-Scholes option-pricing model. The application of this valuation model involves
assumptions, some of which are judgmental and highly sensitive. These assumptions include, among others, the expected
stock price volatility, the expected life of the stock options and the risk-free interest rate. Expected volatilities were
estimated using the historical volatility of our stock based upon the expected term of the option. The expected term of
the option was derived from historical data and represents the period of time that options are estimated to be outstanding.
The risk-free interest rate for periods within the estimated life of the option was based on the U.S. Treasury Strip rate in
effect at the time of the grant. The fair value of each award is amortized on a straight-line basis over the vesting period
for awards granted to employees and non-employee directors.
The fair value of restricted stock awards is determined based on the closing price of our common stock on the
date of grant. We amortize the fair value of restricted stock awards to compensation expense on a straight-line basis over
the vesting period. At September 30, 2017, unrecognized compensation cost related to unvested restricted stock was
$21.4 million. The cost is expected to be recognized over a weighted-average period of 2.2 years.
Revenue Recognition Contract drilling revenues are comprised of daywork drilling contracts for which the
related revenues and expenses are recognized as services are performed and collection is reasonably assured. For certain
contracts, we receive payments contractually designated for the mobilization of rigs and other drilling equipment.
Mobilization payments received, and direct costs incurred for the mobilization, are deferred and recognized over the
term of the related drilling contract. Costs incurred to relocate rigs and other drilling equipment to areas in which a
contract has not been secured are expensed as incurred. Reimbursements received for out-of-pocket expenses are
recorded as both revenues and direct costs. For contracts that are terminated prior to the specified term, early termination
payments received by us are recognized as revenues when all contractual requirements are met.
NEW ACCOUNTING STANDARDS
See Note 1 of the Consolidated Financial Statements for recently adopted accounting standards and new
accounting standards not yet adopted.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Currency Exchange Rate Risk Our contracts for work in foreign countries generally provide for
payment in U.S. dollars. However, in Argentina we are paid in Argentine pesos. The Argentine branch of one of our
second-tier subsidiaries then remits U.S. dollars to its U.S. parent by converting the Argentine pesos into U.S. dollars
46
through the Argentine Foreign Exchange Market and repatriating the U.S. dollars. In the future, other contracts or
applicable law may require payments to be made in foreign currencies. As such, there can be no assurance that we will
not experience in Argentina or elsewhere a devaluation of foreign currency, foreign exchange restrictions or other
difficulties repatriating U.S. dollars even if we are able to negotiate the contract provisions designed to mitigate such
risks. In December 2015, the Argentine peso experienced a sharp devaluation resulting in an aggregate foreign currency
loss of $8.5 million for the three months ended December 31, 2015. Subsequent to the devaluation, the Argentine peso
stabilized and the Argentine Foreign Exchange Market controls now place fewer restrictions on repatriating U.S. dollars.
These changes have reduced our current foreign currency exchange rate risk in Argentina. However, in the future, we
may incur currency devaluations, foreign exchange restrictions or other difficulties repatriating U.S. dollars in Argentina
or elsewhere which could have a material adverse impact on our business, financial condition and results of operations.
At September 30, 2017, a hypothetical decrease in value of 10 percent would result in an insignificant decrease in value
of our monetary assets and liabilities denominated in Argentine pesos by approximately $133,000.
Estimates from published sources indicate that Argentina is a highly inflationary country, which is defined as
cumulative inflation rates exceeding 100 percent in the most recent three-year period based on inflation data published
by the respective governments. Regardless, all of our foreign operations use the U.S. dollar as the functional currency
and local currency monetary assets and liabilities are remeasured into U.S. dollars with gains and losses resulting from
foreign currency transactions included in current results of operations.
Commodity Price Risk The demand for contract drilling services is derived from exploration and production
companies spending money to explore and develop drilling prospects in search of crude oil and natural gas. Their
spending is driven by their cash flow and financial strength, which is affected by trends in crude oil and natural gas
commodity prices. Crude oil prices are determined by a number of factors including global supply and demand, the
establishment of and compliance with production quotas by oil exporting countries, worldwide economic conditions and
geopolitical factors. Crude oil and natural gas prices have historically been volatile and very difficult to predict with any
degree of certainty. While current energy prices are important contributors to positive cash flow for customers,
expectations about future prices and price volatility are generally more important for determining future spending levels.
This volatility can lead many exploration and production companies to base their capital spending on much more
conservative estimates of commodity prices. As a result, demand for contract drilling services is not always purely a
function of the movement of commodity prices.
Credit and Capital Market Risk Customers may finance their exploration activities through cash flow from
operations, the incurrence of debt or the issuance of equity. Any deterioration in the credit and capital markets, as
experienced in the past, can make it difficult for customers to obtain funding for their capital needs. A reduction of cash
flow resulting from declines in commodity prices or a reduction of available financing may result in customer credit
defaults or reduced demand for drilling services which could have a material adverse effect on our business, financial
condition and results of operations. Similarly, we may need to access capital markets to obtain financing. Our ability to
access capital markets for financing could be limited by, among other things, oil and gas prices, our existing capital
structure, our credit ratings, the state of the economy, the health of the drilling and overall oil and gas industry, and the
liquidity of the capital markets. Many of the factors that affect our ability to access capital markets are outside of our
control. No assurance can be given that we will be able to access capital markets on terms acceptable to us when
required to do so, which could have a material adverse impact on our business, financial condition and results of
operations.
Further, we attempt to secure favorable prices through advanced ordering and purchasing for drilling rig
components. While these materials have generally been available at acceptable prices, there is no assurance the prices
will not vary significantly in the future. Any fluctuations in market conditions causing increased prices in materials and
supplies could have a material adverse effect on future operating costs.
Interest Rate Risk Our interest rate risk exposure results primarily from short-term rates, mainly LIBOR-based,
on borrowings from our commercial banks. Because all of our debt at September 30, 2017 has fixed-rate interest
obligations, there is no current risk due to interest rate fluctuation.
47
The following tables provide information as of September 30, 2017 and 2016 about our interest rate risk
sensitive instruments:
INTEREST RATE RISK AS OF SEPTEMBER 30, 2017 (dollars in thousands)
Fixed-Rate Debt . . . . . . $ —
$ —
$ —
$ —
$ —
$ 500,000
2018 2019 2020 2021 2022 After 2022
Total
$ 500,000
Fair Value
9/30/2017
$ 528,960
Average Interest Rate
Variable Rate Debt . . . . $ —
— % — % — % — % — %
$
$ —
$ —
$ —
$ —
4.65 %
$
—
4.65 %
$
—
—
Average Interest Rate
INTEREST RATE RISK AS OF SEPTEMBER 30, 2016 (dollars in thousands)
Fixed-Rate Debt . . . . . . $ —
$ —
$ —
$ —
$ —
$ 500,000
2017 2018 2019 2020 2021 After 2021
Total
$ 500,000
Fair Value
9/30/2016
$ 529,550
Average Interest Rate
Variable Rate Debt . . . . $ —
— % — % — % — % — %
$
$ —
$ —
$ —
$ —
4.65 %
$
—
4.65 %
$
—
—
Average Interest Rate
Equity Price Risk On September 30, 2017, we had a portfolio of securities with a total fair value of $70.2 million. The
total fair value of the portfolio of securities was $71.5 million at September 30, 2016. A hypothetical 10% decrease in
the market prices for all securities in our portfolio as of September 30, 2017 would decrease the fair value of our
available-for-sale securities by $7.2 million. We make no specific plans to sell securities, but rather sell securities based
on market conditions and other circumstances. These securities are subject to a wide variety and number of
market-related risks that could substantially reduce or increase the fair value of our holdings. The portfolio is recorded at
fair value on the balance sheet with changes in unrealized after-tax value reflected in the equity section of the balance
sheet unless a decline in fair value below our cost basis is considered to be other than temporary in which case the
change is recorded through earnings. Subsequent to September 30, 2017, the Atwood shares were converted to Ensco
shares under a merger agreement whereby we received 1.60 shares of Ensco plc for each share of our Atwood common
stock. At November 16, 2017, the total fair value of our securities had decreased to approximately $63.2 million.
Currently, the fair value exceeds the cost of the investments. We continually monitor the fair value of the investments
but are unable to predict future market volatility and any potential impact to the Consolidated Financial Statements.
48
Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information required by this item may be found in Item 1A—“Risk Factors” and in Item 7—“Management’s
Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures
About Market Risk” included in this Form 10-K.
49
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations for the Years Ended September 30, 2017, 2016 and 2015 . . . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended September 30, 2017, 2016 and
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets at September 30, 2017 and 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Shareholders’ Equity for the Years Ended September 30, 2017, 2016 and 2015 . . . . .
Consolidated Statements of Cash Flows for the Years Ended September 30, 2017, 2016 and 2015 . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page
51
52
53
54
56
57
58
50
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of
Helmerich & Payne, Inc.
We have audited the accompanying consolidated balance sheets of Helmerich & Payne, Inc. as of
September 30, 2017 and 2016, and the related consolidated statements of operations, comprehensive income (loss),
shareholders’ equity and cash flows for each of the three years in the period ended September 30, 2017. 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 the standards of the Public Company Accounting Oversight Board
(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, 2017 and 2016, and the consolidated results of its
operations and its cash flows for each of the three years in the period ended September 30, 2017, in conformity with U.S.
generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), Helmerich & Payne, Inc.’s internal control over financial reporting as of September 30, 2017, based on
criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission (2013 framework) and our report dated November 22, 2017 expressed an unqualified opinion
thereon.
/s/Ernst & Young LLP
Tulsa, Oklahoma
November 22, 2017
51
Consolidated Statements of Operations
HELMERICH & PAYNE, INC.
Year Ended September 30,
2016
(in thousands, except per share amounts)
2015
2017
Operating revenues
Drilling - U.S. Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,439,523
Drilling - Offshore . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
136,263
Drilling - International Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
212,972
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15,983
1,804,741
$ 1,242,462
138,601
229,894
13,275
1,624,232
$ 2,523,518
241,666
382,331
14,187
3,161,702
Operating costs and expenses
Operating costs, excluding depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . 1,249,317
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
585,543
Asset impairment charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Research and development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,047
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
151,002
Income from asset sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(20,627)
1,977,282
(172,541)
Operating income (loss) from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expense)
898,805
598,587
6,250
10,269
146,183
(9,896)
1,650,198
(25,966)
1,703,476
608,039
39,242
16,104
134,712
(11,834)
2,489,739
671,963
Interest and dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from continuing operations before income taxes . . . . . . . . . . . . . . . . . . . .
Income tax provision (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from discontinued operations before income taxes . . . . . . . . . . . . . . . . . . .
Income tax provision (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NET INCOME (LOSS) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Basic earnings per common share:
Income (loss) from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Loss from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Diluted earnings per common share:
Income (loss) from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Loss from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Weighted average shares outstanding (in thousands):
5,915
(19,747)
—
1,775
(12,057)
(184,598)
(56,735)
(127,863)
3,285
3,634
(349)
(128,212)
(1.20)
—
(1.20)
(1.20)
—
(1.20)
$
$
$
$
$
$
$
3,166
(22,913)
(25,989)
(965)
(46,701)
(72,667)
(19,677)
(52,990)
2,360
6,198
(3,838)
(56,828)
(0.50)
(0.04)
(0.54)
(0.50)
(0.04)
(0.54)
$
$
$
$
$
$
$
5,840
(15,023)
—
(901)
(10,084)
661,879
241,405
420,474
(124)
(77)
(47)
420,427
3.88
—
3.88
3.85
—
3.85
Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
108,500
108,500
107,996
107,996
107,754
108,570
The accompanying notes are an integral part of these statements.
52
Consolidated Statements of Comprehensive Income (Loss)
HELMERICH & PAYNE, INC.
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (128,212) $ (56,828) $ 420,427
Other comprehensive income (loss), net of income taxes:
(in thousands)
Year Ended September 30,
2016
2017
2015
Unrealized appreciation (depreciation) on securities, net of income taxes of ($0.5)
million at September 30, 2017, $1.7 million at September 30, 2016 and ($50.6)
million at September 30, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reclassification of realized losses in net income, net of income taxes of $0.6 million
at September 30, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minimum pension liability adjustments, net of income taxes of $1.9 million at
September 30, 2017, ($1.4) million at September 30, 2016 and ($2.5) million at
September 30, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(4,286)
(84,503)
Comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (125,708) $ (55,655) $ 335,924
(2,525)
1,173
3,333
2,504
(829)
2,772
(80,217)
—
926
—
The accompanying notes are an integral part of these statements.
53
Consolidated Balance Sheets
HELMERICH & PAYNE, INC.
September 30,
2017
2016
(in thousands)
Assets
CURRENT ASSETS:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable, less reserve of $5,721 in 2017 and $2,696 in 2016 . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current assets of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PROPERTY, PLANT AND EQUIPMENT, at cost:
$
521,375
44,491
477,074
137,204
55,120
—
3
1,235,267
84,026
$
905,561
44,148
375,169
124,325
78,067
45,352
64
1,572,686
84,955
Contract drilling equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less-Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
NONCURRENT ASSETS:
8,197,572
169,326
66,005
450,031
8,882,934
3,881,883
5,001,051
7,881,544
98,313
62,929
444,843
8,487,629
3,342,896
5,144,733
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets, net of amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total noncurrent assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
51,705
50,785
17,154
119,644
4,718
919
24,008
29,645
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 6,439,988
$ 6,832,019
The accompanying notes are an integral part of these statements.
54
Consolidated Balance Sheets (Continued)
HELMERICH & PAYNE, INC.
September 30,
2017
2016
(in thousands, except share
data and per share amounts)
Liabilities and Shareholders’ Equity
CURRENT LIABILITIES:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current liabilities of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
135,628 $
208,683
74
344,385
95,422
234,639
59
330,120
NONCURRENT LIABILITIES:
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncurrent liabilities of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total noncurrent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
492,902
1,332,689
101,409
4,012
1,931,012
491,847
1,342,456
102,781
3,890
1,940,974
SHAREHOLDERS’ EQUITY:
Common stock, $.10 par value, 160,000,000 shares authorized, 111,956,875 and
111,400,339 shares issued as of September 30, 2017 and 2016, respectively, and
108,604,047 and 108,077,916 shares outstanding as of September 30, 2017 and 2016,
respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Preferred stock, no par value, 1,000,000 shares authorized, no shares issued . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,140
—
448,452
4,289,807
(204)
4,749,195
(188,270)
4,560,925
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY . . . . . . . . . . . . . . . . . . . . . . . $ 6,439,988 $ 6,832,019
Less treasury stock, 3,352,828 shares in 2017 and 3,322,423 shares in 2016, at cost . .
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,196
—
487,248
3,855,686
2,300
4,356,430
(191,839)
4,164,591
The accompanying notes are an integral part of these statements.
55
Consolidated Statements of Shareholders’ Equity
HELMERICH & PAYNE, INC.
Additional
Paid-In
Shares Amount Capital
Common Stock
Retained
Earnings
Accumulated
Other
Comprehensive
Loss
Treasury Stock
Shares Amount
Total
Balance, September 30, 2014 . . . . 110,509 $ 11,051 $ 383,972 $ 4,525,989 $
Comprehensive Income:
83,126 2,276 $ (112,969) $ 4,891,169
(in thousands, except per share amounts)
Net income . . . . . . . . . . . . . . .
Other comprehensive loss . . . .
420,427
(84,503)
255
Dividends declared ($2.75 per
share) . . . . . . . . . . . . . . . . . . . . . .
Exercise of stock options . . . . . . .
Tax benefit of stock-based awards
Stock issued for vested restricted
stock, net of shares withheld for
employee taxes . . . . . . . . . . . . . .
Repurchase of common stock . . . .
Stock-based compensation . . . . . .
Balance, September 30, 2015 . . . . 110,987 11,099 420,141 4,648,346
Comprehensive Income:
7,223
3,772
(298,070)
25,195
(21)
223
26
22
64
(4,599)
70
810
(5,141)
(59,654)
(1,377) 3,220
(182,363)
Net loss . . . . . . . . . . . . . . . . .
Other comprehensive income .
(56,828)
1,173
220
Dividends declared ($2.775 per
share) . . . . . . . . . . . . . . . . . . . . . .
Exercise of stock options . . . . . . .
Tax benefit of stock-based awards
Stock issued for vested restricted
stock, net of shares withheld for
employee taxes . . . . . . . . . . . . . .
Stock-based compensation . . . . . .
Balance, September 30, 2016 . . . . 111,400 11,140 448,452 4,289,807
Comprehensive loss:
(3,943)
24,383
6,937
934
(301,711)
193
19
22
99
(5,919)
3
12
(204) 3,322
(188,270)
Net loss . . . . . . . . . . . . . . . . .
Other comprehensive loss . . . .
(128,212)
2,504
Dividends declared ($2.80 per
share) . . . . . . . . . . . . . . . . . . . . . .
Exercise of stock options . . . . . . .
Tax benefit of stock-based awards
Stock issued for vested restricted
stock, net of shares withheld for
employee taxes . . . . . . . . . . . . . .
Stock-based compensation . . . . . .
Balance, September 30, 2017 . . . . 111,957 $ 11,196 $ 487,248 $ 3,855,686 $
15,738
4,414
(7,539)
26,183
(305,909)
415
142
42
14
88
(5,246)
(57)
(5,848)
26,183
2,300 3,353 $ (191,839) $ 4,164,591
1,677
420,427
(84,503)
(298,070)
2,650
3,772
(5,140)
(59,654)
25,195
4,895,846
(56,828)
1,173
(301,711)
1,040
934
(3,912)
24,383
4,560,925
(128,212)
2,504
(305,909)
10,534
4,414
The accompanying notes are an integral part of these statements.
56
Consolidated Statements of Cash Flows
HELMERICH & PAYNE, INC.
2017
Year Ended September 30,
2016
(in thousands)
2015
OPERATING ACTIVITIES:
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (128,212) $ (56,828) $
Adjustment for loss from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . .
349
Income (loss) from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (127,863)
Adjustments to reconcile net income (loss) to net cash provided by operating
activities:
3,838
(52,990)
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 585,543
—
Asset impairment charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,055
Amortization of debt discount and debt issuance costs . . . . . . . . . . . . . . . . . . . . . . .
2,016
Provision for (recovery of) bad debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26,183
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension settlement charge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,640
—
Loss on investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(20,627)
Income from asset sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(24,111)
Deferred income tax (benefit) expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
543
Change in assets and liabilities:
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other noncurrent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(97,114)
(10,607)
31,434
39,412
(36,120)
(942)
(13,075)
Net cash provided by operating activities from continuing operations . . . . . . . . . . . . . 357,367
(150)
Net cash provided by (used in) operating activities from discontinued operations . . . .
Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 357,217
598,587
6,250
1,168
(2,013)
24,383
4,964
25,989
(9,896)
60,088
151
72,792
1,944
(2,460)
(10,907)
49,562
2,769
(16,831)
753,550
47
753,597
420,427
47
420,474
608,039
39,242
749
6,034
25,195
2,873
—
(11,834)
131,431
(368)
259,024
(23,052)
(4,457)
(38,983)
(24,756)
688
38,322
1,428,621
(47)
1,428,574
INVESTING ACTIVITIES:
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (397,567)
(69,866)
Purchase of short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(70,416)
Payment for acquisition of business, net of cash acquired . . . . . . . . . . . . . . . . . . . . . .
69,449
Proceeds from sale of short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23,412
Proceeds from asset sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (444,988)
(257,169)
(57,276)
—
58,381
21,845
(234,219)
(1,131,445)
(45,607)
—
—
22,643
(1,154,409)
FINANCING ACTIVITIES:
—
Payments on long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Proceeds from senior notes, net of discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Proceeds on short-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Payments on short-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repurchase of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (305,515)
Exercise of stock options, net of tax withholding . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,534
(5,848)
Tax withholdings related to net share settlements of restricted stock . . . . . . . . . . . . .
4,414
Excess tax benefit from stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by (used in) financing activities . . . . . . . . . . . . . . . . . . . . . . (296,415)
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . (384,186)
Cash and cash equivalents, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 905,561
Cash and cash equivalents, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 521,375 $ 905,561 $
(40,000)
—
(1,111)
—
—
—
(300,152)
1,040
(3,912)
934
(343,201)
176,177
729,384
(40,000)
497,125
(5,474)
1,002
(1,002)
(59,654)
(298,367)
2,650
(5,140)
3,772
94,912
369,077
360,307
729,384
The accompanying notes are an integral part of these statements.
57
Notes to Consolidated Financial Statements
HELMERICH & PAYNE, INC.
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Helmerich & Payne, Inc. and its wholly-owned
subsidiaries.
BASIS OF PRESENTATION
We classified our former Venezuelan operation as a discontinued operation in the third quarter of fiscal 2010, as
more fully described in Note 3. Unless indicated otherwise, the information in the Notes to Consolidated Financial
Statements relates only to our continuing operations.
FOREIGN CURRENCIES
The functional currency for all our foreign operations is the U.S. dollar. Nonmonetary assets and liabilities are
translated at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the
period. Income statement accounts are translated at average rates for the period presented. Aggregate foreign currency
gains and losses from remeasurement of foreign currency financial statements and foreign currency translations into U.S.
dollars included in direct operating costs total losses of $7.1 and $9.3 million in fiscal 2017 and 2016, respectively, and a
transaction gain of $1.6 million in fiscal 2015.
USE OF ESTIMATES
The preparation of our financial statements in conformity with accounting principles generally accepted in the
United States of America (“GAAP”) requires management to make estimates and assumptions that affect reported
amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates.
RECENTLY ADOPTED ACCOUNTING STANDARDS
In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update
(“ASU”) No. 2017-04, Intangibles-Goodwill and Other (Topic 350). The objective of this ASU is to simplify how an
entity is required to test goodwill for impairment by eliminating Step 2 from the goodwill impairment test. Step 2
measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with the
carrying amount of that goodwill. Instead, under this ASU, an entity should perform its annual, or interim, goodwill
impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an
impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the
loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity
should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when
measuring the goodwill impairment loss, if applicable. As permitted, we early adopted this guidance effective June 30,
2017 with no impact on our consolidated financial statements.
In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements — Going Concern
(Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The guidance
provides principles and definitions for management that are intended to reduce diversity in the timing and content of
disclosures provided in footnotes. Under the standard, management is required to evaluate for each annual and interim
reporting period whether it is probable that the entity will not be able to meet its obligations as they become due within
58
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
one year after the date that financial statements are issued (or are available to be issued, where applicable). We adopted
ASU No. 2014-15, as required, on September 30, 2017 with no impact on the consolidated financial statements.
CASH AND CASH EQUIVALENTS
Cash equivalents consist of investments in short-term, highly liquid securities having original maturities of three months
or less. The carrying values of these assets approximate their fair values. We utilize a cash management system with a
series of separate accounts consisting of lockbox accounts for receiving cash, concentration accounts, and several “zero-
balance” disbursement accounts for funding payroll and accounts payable.
RESTRICTED CASH AND CASH EQUIVALENTS
We had restricted cash and cash equivalents of $39.1 million and $29.6 million at September 30, 2017 and
2016, respectively. Of the total at September 30, 2017, $9.4 million is related to the MOTIVE acquisition described in
Note 2, $2.0 million is from the initial capitalization of the captive insurance company, and $27.7 million represents an
additional amount management has elected to restrict for the purpose of potential insurance claims in our wholly-owned
captive insurance company. The restricted amounts are primarily invested in short-term money market securities.
The restricted cash and cash equivalents are reflected in the balance sheet as follows:
Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 32,439 $ 27,631
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,695 $ 2,000
September 30,
2017
2016
(in thousands)
INVENTORIES
Inventories are primarily replacement parts and supplies held for use in our drilling operations. Inventories are
valued at the lower of weighted average cost or market value.
INVESTMENTS
We maintain investments in equity securities of certain publicly traded companies. The cost of securities used
in determining realized gains and losses is based on the average cost basis of the security sold.
We regularly review investment securities for impairment based on criteria that include the extent to which the
investment’s carrying value exceeds its related fair value, the duration of the market decline and the financial strength
and specific prospects of the issuer of the security. Unrealized losses that are other than temporary are recognized in
earnings.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost less accumulated depreciation. Substantially all property, plant
and equipment are depreciated using the straight-line method based on the estimated useful lives of the assets (contract
drilling equipment, 4-15 years; real estate buildings and equipment, 10-45 years; and other, 2-23 years). Depreciation in
the Consolidated Statements of Operations includes abandonments of $42.6 million, $39.3 million and $43.6 million for
fiscal 2017, 2016 and 2015, respectively. During fiscal 2017, upgrades to our fleet to meet customer demands for
59
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
additional capabilities resulted in the abandonment of older rig components. During fiscal 2016, we abandoned used
drilling equipment removed from service. During fiscal 2015, we decommissioned 23 idle rigs. The cost of
maintenance and repairs is charged to direct operating cost, while betterments and refurbishments are capitalized.
We lease office space and equipment for use in operations. Leases are evaluated at inception or upon any
subsequent material modification and, depending on the lease terms, are classified as either capital leases or operating
leases as appropriate under Accounting Standards Codification (“ASC”) 840, Leases. We do not have significant capital
leases.
CAPITALIZATION OF INTEREST
We capitalize interest on major projects during construction. Interest is capitalized based on the average interest
rate on related debt. Capitalized interest for fiscal 2017, 2016 and 2015 was $0.3 million, $2.8 million and $7.0 million,
respectively.
VALUATION OF LONG-LIVED ASSETS
We review long-lived assets for impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. Changes that could prompt such an assessment include a
significant decline in revenue or cash margin per day, extended periods of low rig utilization, changes in market demand
for a specific asset, obsolescence, completion of specific contracts and/or overall general market conditions. If a review
of the long-lived assets indicates that the carrying value of certain of these assets is more than the estimated
undiscounted future cash flows, an impairment charge is made, as required, to adjust the carrying value down to the
estimated fair value of the asset. The fair value of drilling rigs is determined based upon either an income approach
using estimated discounted future cash flows or a market approach. Cash flows are estimated by management
considering factors such as prospective market demand, recent changes in rig technology and its effect on each rig’s
marketability, any cash investment required to make a rig marketable, suitability of rig size and make up to existing
platforms, and competitive dynamics including industry utilization. Long-lived assets that are held for sale are recorded
at the lower of carrying value or the fair value less costs to sell. Fair value is estimated, if applicable, considering factors
such as recent market sales of rigs of other companies and our own sales of rigs, appraisals and other factors.
Beginning in the first fiscal quarter of fiscal 2015 and continuing into fiscal 2016, domestic and international oil
prices declined significantly but have since largely stabilized at lower levels. This decline in pricing resulted in lower
demand for our drilling services. For any asset group for which an impairment indicator was present, we performed an
impairment evaluation in accordance with ASC 360, Property, Plant, and Equipment by estimating our future
undiscounted cash flows from the use and eventual disposal of the asset group using probability weighted scenarios. The
most significant assumptions used in our analysis are expected margin per day, utilization and expected value upon
disposal. We believe the assumptions and estimates used in our impairment analysis, including the development of
probability weighted cash flow projections, are reasonable and appropriate; however, different assumptions and
estimates could materially impact the analysis and resulting conclusions in some cases.
During fiscal 2016, we recorded an asset impairment charge in the U.S. Land segment of $6.3 million to reduce
the carrying value of rig and rig related equipment classified as held for sale to their estimated fair values, based on
expected sales prices. The assets were originally classified as held for sale with the intent of selling them into an
international location. The outlook on U.S. trade policies with the targeted international location subsequently shifted,
causing sale negotiations to stall. Thus, during the second quarter of fiscal 2017, we determined the equipment no
longer met the held for sale criteria and reclassified it to property, plant and equipment. There was no impact on our
results of operations from this decision. The rig equipment is from rigs that were decommissioned from service in prior
60
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
fiscal years and written down to their estimated recoverable value at the time of decommissioning and is recorded at its
carrying value which is lower than its estimated fair value.
During fiscal 2015, our valuation of long-lived assets resulted in $39.2 million of impairment charges to reduce
the carrying value of seven SCR land rigs within our International Land segment to their estimated fair value of $20.6
million which was based on a discounted cash flow analysis. Our discounted cash flow analysis consisted of creating
projected cash flows that a market participant would reasonably develop and then applying an appropriate risk adjusted
rate. Six of these rigs along with other rig related assets were classified as held for sale at September 30, 2016. When
the assets were originally classified as held for sale, the Latin American drilling market appeared to be trending upward.
As marketing efforts continued, buyer interest diminished due to the Latin American market remaining flat in terms of
rig counts and oil prices. Since that point, the market remained flat in terms of rig counts and oil prices. During the
third quarter of fiscal 2017, we determined the equipment no longer met the held for sale criteria and reclassified it to
property, plant and equipment. Our 2017 results of operations reflect a $2.2 million depreciation catch-up adjustment as
a result of this decision. The equipment is recorded at its carrying value which is lower than its estimated fair value.
GOODWILL AND INTANGIBLE ASSETS
Goodwill represents the excess of cost over the fair value of net assets acquired in a business combination.
Goodwill is not amortized but is tested for potential impairment at the reporting unit level, at a minimum on an annual
basis, or when indications of potential impairment exist. If an impairment is determined to exist, an impairment charge
for the amount by which the carrying amount exceeds the reporting unit’s fair value is recognized, limited to the total
amount of goodwill allocated to that reporting unit. The reporting unit level is defined as an operating segment or one
level below an operating segment. All of our goodwill is within our other non-reportable business segment. We assess
goodwill for impairment in the fourth fiscal quarter. Our assessment in fiscal 2017, 2016 and 2015 did not result in any
impairment charge. The following is a summary of changes in goodwill (in thousands):
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at September 30, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at September 30, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,718
—
4,718
46,987
Balance at September 30, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 51,705
Intangible assets with indefinite lives are tested for impairment at least annually in the fourth fiscal quarter and
if events occur or circumstances change that would indicate that the value of the asset may be impaired. Impairment is
measured as the difference between the fair value of the asset and its carrying value. Finite-lived intangible assets are
amortized using the straight-line method over the period in which these assets contribute to our cash flows, generally
estimated to be 15 years and are evaluated for impairment in accordance with our policies for valuation of long-lived
61
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
assets. No impairment of intangible assets was recorded in fiscal 2017, 2016 or 2015. The following is a summary of
our finite-lived and indefinite-lived intangible assets other than goodwill at September 30:
September 30, 2017
Gross
September 30, 2016
Gross
Carrying Accumulated Carrying Accumulated
Amount Amortization Amount Amortization
(in thousands)
Finite-lived intangible asset:
Developed technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 51,000
$ 1,134
$ —
$ —
Indefinite-lived intangible asset:
Trademark . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
919
$ 919
Amortization expense was $1.1 million for the year ended September 30, 2017 and is estimated to be $3.4
million in each of the next five fiscal years.
SELF-INSURANCE ACCRUALS
We have accrued a liability for estimated worker’s compensation and other casualty claims incurred based upon
case reserves plus an estimate of loss development and incurred but not reported claims. The estimate is based upon
historical trends. Insurance recoveries related to such liability are recorded when considered probable.
DRILLING REVENUES
Contract drilling revenues are comprised of daywork drilling contracts for which the related revenues and
expenses are recognized as services are performed and collection is reasonably assured. For certain contracts, we
receive payments contractually designated for the mobilization of rigs and other drilling equipment. Mobilization
payments received, and direct costs incurred for the mobilization, are deferred and recognized on a straight-line basis
over the term of the related drilling contract. Costs incurred to relocate rigs and other drilling equipment to areas in
which a contract has not been secured are expensed as incurred. Reimbursements received for out-of-pocket expenses
are recorded as both revenues and direct costs. Reimbursements for fiscal 2017, 2016 and 2015 were $179.9 million,
$125.9 million and $302.2 million, respectively. For contracts that are terminated by customers prior to the expirations
of their fixed terms, contractual provisions customarily require early termination amounts to be paid to us. Revenues
from early terminated contracts are recognized when all contractual requirements have been met. Early termination
revenue for fiscal 2017, 2016 and 2015 was approximately $29.4 million, $219.0 million and $222.3 million,
respectively.
RENT REVENUES
We enter into leases with tenants in our rental properties consisting primarily of retail and multi-tenant
warehouse space. The lease terms of tenants occupying space in the retail centers and warehouse buildings generally
range from three to ten years. Minimum rents are recognized on a straight-line basis over the term of the related leases.
Overage and percentage rents are based on tenants’ sales volume. Recoveries from tenants for property taxes and
62
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
operating expenses are recognized in other operating revenues in the Consolidated Statements of Operations. Our rent
revenues are as follows:
Minimum rents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,735 $ 9,196 $ 9,608
936 $ 1,211 $ 1,030
Overage and percentage rents . . . . . . . . . . . . . . . . . . . . . . . . . . . $
At September 30, 2017, minimum future rental income to be received on noncancelable operating leases was as
2017
Year Ended September 30,
2015
2016
(in thousands)
follows:
Fiscal Year
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amount
(in thousands)
$ 7,845
6,100
4,961
3,973
2,032
5,293
$ 30,204
Leasehold improvement allowances are capitalized and amortized over the lease term.
At September 30, 2017 and 2016, the cost and accumulated depreciation for real estate properties were as
follows:
Real estate properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 66,005 $ 62,929
(40,777)
Accumulated depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 23,836 $ 22,152
(42,169)
September 30,
2017
2016
(in thousands)
INCOME TAXES
Current income tax expense is the amount of income taxes expected to be payable for the current year.
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 our assets and liabilities.
We provide for uncertain tax positions when such tax positions do not meet the recognition thresholds or
measurement standards prescribed in ASC 740, Income Taxes, which is more fully discussed in Note 5. Amounts for
uncertain tax positions are adjusted in periods when new information becomes available or when positions are
effectively settled. We recognize accrued interest related to unrecognized tax benefits in interest expense and penalties
in other expense in the Consolidated Statements of Operations.
63
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
EARNINGS PER SHARE
Basic earnings per share is computed utilizing the two-class method and is calculated based on the weighted-
average number of common shares outstanding during the periods presented. Diluted earnings per share is computed
using the weighted-average number of common and common equivalent shares outstanding during the periods utilizing
the two-class method for stock options and nonvested restricted stock.
STOCK-BASED COMPENSATION
Stock-based compensation expense is determined using a fair-value-based measurement method for all awards
granted. In computing the impact, the fair value of each option is estimated on the date of grant based on the Black-
Scholes options-pricing model utilizing assumptions for a risk free interest rate, volatility, dividend yield and expected
remaining term of the awards. The assumptions used in calculating the fair value of stock-based payment awards
represent management’s best estimates, but these estimates involve inherent uncertainties and the application of
management judgment. Stock-based compensation is recognized on a straight-line basis over the requisite service
periods of the stock awards, which is generally the vesting period. Compensation expense related to stock options is
recorded as a component of general and administrative expenses in the Consolidated Statements of Operations.
TREASURY STOCK
Treasury stock purchases are accounted for under the cost method whereby the 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.
COMPREHENSIVE INCOME OR LOSS
Other comprehensive income or loss refers to revenues, expenses, gains, and losses that are included in
comprehensive income or loss but excluded from net income or loss. We report the components of other comprehensive
income or loss, net of tax, by their nature and disclose the tax effect allocated to each component in the Consolidated
Statements of Comprehensive Income (Loss).
NEW ACCOUNTING STANDARDS NOT YET ADOPTED
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which supersedes
virtually all existing revenue recognition guidance. Throughout 2016 and in early 2017, additional accounting guidance
was issued to clarify the not yet effective revenue recognition guidance issued in May 2014. The ASU provides for full
retrospective, modified retrospective, or use of the cumulative effect method during the period of adoption. During
2017, we established an implementation team and began a detailed analysis of our contracts in place during the
retrospective period. We are currently evaluating changes to our business processes, systems and controls to support
recognition and disclosure under the new standard. Upon adoption of the new revenue standard, our drilling revenue
associated with our drilling contracts will be disaggregated into a lease component and a service component. The
requirements in this ASU are effective during interim and annual periods beginning after December 15, 2017. In fiscal
2017, we performed an initial assessment of the impact of ASU 2014-09 with the assistance of an outside consultant.
Our assessment was based on a bottoms-up approach, in which we analyzed our existing contracts and current
accounting policies and practices to identify potential differences that would result from applying the requirements of the
new standard to our contracts. In fiscal 2018, we will implement appropriate changes to our business processes, systems
or controls to support recognition and disclosure under the new standard. Our findings and progress toward
implementation of the standard are periodically reported to management. Currently, we do not expect the impact of
64
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
adopting ASU 2014-09 to be material to our total net revenues and operation income (loss) or to our consolidated
balance sheet because our performance obligations, which determine when and how revenue is recognized, are not
materially changed under the new standard, thus, revenue associated with the majority of our contracts will continue to
be recognized as control of products is transferred to the customer. We will adopt this standard on October 1, 2018 and,
based on our evaluation to date, we anticipate using the modified retrospective method; however, we are still in the
process of finalizing our documentation and assessment of the impact of the standard on our financial results and related
disclosures. We anticipate additional disclosures in future filings related to our planned adoption of this standard.
In July 2015, the FASB issued ASU No 2015-11, Inventory (Topic 330): Simplifying the Measurement of
Inventory. This update simplifies the subsequent measurement of inventory. It replaces the current lower of cost or
market test with the lower of cost or net realizable value test. Net realizable value is defined as the estimated selling
prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.
The new standard should be applied prospectively and is effective for annual reporting periods beginning after
December 15, 2016 and interim periods within those annual periods, with early adoption permitted. We will adopt ASU
No. 2015-11 on October 1, 2017 and do not expect the adoption of this standard to have a material impact on our
consolidated financial statements.
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10):
Recognition and Measurement of Financial Assets and Financial Liabilities. The standard requires entities to measure
equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and
recognize any changes in fair value in net income. The provisions of ASU 2016-01 are effective for interim and annual
periods starting after December 15, 2017. At adoption, a cumulative-effect adjustment to beginning retained earnings
will be recorded. We will adopt this standard on October 1, 2018. Subsequent to adoption, changes in the fair value of
our available-for-sale investments will be recognized in net income and the effect will be subject to stock market
fluctuations.
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). ASU 2016-02 will require
organizations that lease assets — referred to as “lessees” — to recognize on the balance sheet the assets and liabilities
for the rights and obligations created by those leases. Under ASU 2016-02, a lessee will be required to recognize assets
and liabilities for leases with lease terms of more than 12 months. Lessor accounting remains substantially similar to
current GAAP. In addition, disclosures of leasing activities are to be expanded to include qualitative along with specific
quantitative information. For public entities, ASU 2016-02 is effective for fiscal years beginning after December 15,
2018, including interim periods within those fiscal years. ASU 2016-02 mandates a modified retrospective transition
method with an option to use certain practical expedients. Since a portion of our contract drilling revenue will be subject
to this new leasing guidance, we expect to adopt this new lease guidance utilizing the modified retrospective method of
adoption in the first quarter of fiscal 2019 concurrently with ASU 2014-09. We are currently evaluating changes to our
business processes, systems and controls to support recognition and disclosure under the new standard. Our findings are
periodically reported to management. We have performed a scoping and preliminary assessment of the impact of this
new standard. As a lessor, we expect the adoption of this new standard will apply to our drilling contracts and as a
result, we expect to have a lease component and a service component of our revenues derived from drilling contracts.
As a lessee, this standard will primarily impact us in situations where we lease real estate and equipment, for which we
will recognize a right-of-use asset and a corresponding lease liability on our consolidated balance sheet. We are
currently evaluating the potential impact of adopting this guidance on our consolidated financial statements.
In March 2016, the FASB issued ASU No. 2016-09, Compensation — Stock Compensation (Topic 718):
Improvements to Employee Share-Based Payment Accounting. ASU 2016-09 simplifies several aspects of the
accounting for share-based payment transactions, including the income tax consequences, classification of awards as
either equity or liabilities, and classification on the statement of cash flows. For public entities, ASU 2016-09 is effective
65
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. We will adopt ASU
No. 2016-09 on October 1, 2017. We do not expect the adoption of this guidance to have a material impact on our
consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses. The ASU sets forth
a “current expected credit loss” (CECL) model which requires companies to measure all expected credit losses for
financial instruments held at the reporting date based on historical experience, current conditions and reasonable
supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit
losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This
standard is effective for interim and annual periods beginning after December 15, 2019. We are currently assessing the
impact this standard will have on our consolidated financial statements and disclosures.
In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash
Payments (a consensus of the Emerging Issues Task Force). The ASU is intended to reduce diversity in practice in
presentation and classification of certain cash receipts and cash payments by providing guidance on eight specific cash
flow issues. The ASU is effective for interim and annual periods beginning after December 15, 2017 and early adoption
is permitted, including adoption during an interim period. We are currently assessing the impact this standard will have
on our consolidated statement of cash flows.
In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows - Restricted Cash. The ASU
requires amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash
equivalents when reconciling the total beginning and ending amounts for the periods shown on the statement of cash
flows. The ASU is effective for interim and annual periods beginning after December 31, 2017 and early adoption is
permitted, including adoption during an interim period. We will adopt the guidance beginning October 1, 2018 applied
retrospectively to all periods presented. The adoption is not expected to have a material impact on our consolidated
financial position or cash flows.
In March 2017, the FASB issued ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715):
Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. ASU 2017-07
will change how employers that sponsor defined benefit pension and/or other post-retirement benefit plans present the
net periodic benefit cost in the income statement. Employers will present the service cost component of net periodic
benefit cost in the same income statement line item(s) as other employee compensation costs arising from services
rendered during the period. Employers will present the other components of the net periodic benefit cost separately from
the line item(s) that includes the service cost and outside of any subtotal of operating income, if one is presented. This
standard is effective for public business entities for annual periods or any interim periods beginning after December 15,
2017, including interim periods within those periods. Early adoption is permitted. We do not expect the new guidance to
have a material impact on our financial condition or results of operation.
We have evaluated all new accounting standards that are in effect and may impact our financial statements and
do not believe that there are any other new accounting standards that have been issued that might have a material impact
on our financial position or results of operations.
NOTE 2 BUSINESS COMBINATIONS
On June 2, 2017, we completed a merger transaction (“MOTIVE Merger”) pursuant to which an unaffiliated
drilling technology company, MOTIVE Drilling Technologies, Inc., a Delaware corporation (“MOTIVE”), was merged
with and into our wholly owned subsidiary Spring Merger Sub, Inc., a Delaware corporation. MOTIVE survived the
transaction and is now a wholly owned subsidiary of the Company. The operations for MOTIVE are included with all
66
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 2 BUSINESS COMBINATIONS (Continued)
other non-reportable business segments. At the effective time of the MOTIVE Merger, MOTIVE shareholders received
aggregate cash consideration of $74.3 million, net of customary closing adjustments, and may receive up to an additional
$25.0 million in potential earnout payments based on future performance. At closing, $9.4 million of the cash
consideration was placed in escrow, with one-half to be released to the seller on each of the twelve and eighteen month
anniversaries of the merger completion date. Transaction costs related to the MOTIVE Merger incurred during fiscal
2017 were $3.2 million and are recorded in the Consolidated Statement of Operations within the general and
administrative expense line item. We recorded revenue of $3.3 million and a net loss of $2.2 million related to the
MOTIVE Merger during fiscal 2017.
MOTIVE has a proprietary Bit Guidance System that is an algorithm-driven system that considers the total
economic consequences of directional drilling decisions and has proven to consistently lower drilling costs through more
efficient drilling and increase hydrocarbon production through smoother wellbores and more accurate well placement.
Given our strong and longstanding technology and innovation focus, we believe the technology will continue to advance
and provide further benefits for the industry.
The MOTIVE Merger is accounted for as a business combination in accordance with ASC 805, Business
Combinations, which requires the assets acquired and liabilities assumed to be recorded at their acquisition date fair
values. The following table summarizes the purchase price and the allocation of the fair values of assets acquired and
liabilities assumed and separately identifiable intangible assets at the acquisition date (in thousands):
Purchase Price
Consideration given
Cash consideration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term contingent earnout liability (Other noncurrent liabilities) . . . . . . . . . . . . . . . . .
Total consideration given . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 74,275
14,509
$ 88,784
Allocation of Purchase Price
Fair value of assets acquired
Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible asset - developed technology (Intangible assets, net of amortization) . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
4,425
300
51,000
46,987
Total assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$102,712
Fair value of liabilities assumed
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$
25
13,903
Total liabilities acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 13,928
Fair value of total assets and liabilities acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$ 88,784
The fair value of the contingent consideration of $14.5 million at June 2, 2017 and $14.9 million at September
30, 2017 was calculated using a Monte Carlo simulation which evaluates numerous potential earnings and pay out
67
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 2 BUSINESS COMBINATIONS (Continued)
scenarios and is considered a level 3 measurement under the fair value hierarchy. The developed technology is an
intangible asset that will be amortized on a straight-line basis over an estimated 15-year life. During fiscal 2017, we
recorded $1.1 million of amortization related to the developed technology. We expect annual amortization to be
approximately $3.4 million. The developed technology intangible asset was valued using an income approach,
considering the estimated discounted future cash flows expected to be realized over the life of the asset, which is
considered a level 3 measurement under the fair value hierarchy. Goodwill represents the residual of the purchase price
paid and consists largely of the synergies and economies of scale expected from the drilling technology providing more
efficient drilling and directional drilling services, the first mover advantage obtained through the acquisition and
expected future developments resulting from the assembled workforce. The goodwill is reported in the Other segment
and will not be allocated to any other reporting unit. The goodwill is not subject to amortization but will be evaluated at
least annually for impairment or more frequently if impairment indicators are present. The developed technology and
goodwill are not deductible for income tax purposes. An associated deferred tax liability has been recorded in regards to
the developed technology.
The following unaudited pro forma combined financial information is provided for fiscal 2017 and fiscal 2016,
as though the MOTIVE Merger had been completed as of October 1, 2015. These pro forma combined results of
operations have been prepared by adjusting our historical results to include the historical results of MOTIVE and reflect
pro forma adjustments based on available information and certain assumptions that we believe are reasonable, including
application of an appropriate income tax to MOTIVE pre-tax loss. Additionally, pro forma earnings for fiscal 2017 were
adjusted to exclude $2.1 million of after-tax transaction costs. The unaudited pro forma combined financial information
is provided for illustrative purposes only and is not necessarily indicative of the actual results that would have been
achieved by the combined company for the periods presented or that may be achieved by the combined company in the
future. Future results may vary significantly from the results reflected in this pro forma financial information.
Pro Forma
2017
2016
(unaudited)
Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,807,950 $ 1,626,305
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (127,093) $ (59,776)
NOTE 3 DISCONTINUED OPERATIONS
Current assets of discontinued operations consist of restricted cash to meet remaining current obligations within
the country of Venezuela. Current and noncurrent liabilities consist of municipal and income taxes payable and social
obligations due within the country in Venezuela.
Expenses incurred for in-country obligations are reported as discontinued operations.
In March 2016, the Venezuelan government implemented the previously announced plans for a new foreign
currency exchange system. The implementation of this system resulted in a reported loss from discontinued operations
of $3.8 million in fiscal 2016, all of which corresponds to the Company’s former operations in Venezuela.
68
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 4 DEBT
At September 30, 2017 and 2016, we had the following unsecured long-term debt outstanding at rates and
maturities shown in the following table:
Principal
Unamortized Discount and
Debt Issuance Costs
September 30, September 30, September 30, September 30,
2017
2016
2017
2016
(in thousands)
Unsecured senior notes issued March 19, 2015:
Due March 19, 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Less long-term debt due within one year . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
500,000 $
500,000
—
500,000 $
500,000 $
500,000
—
500,000 $
(7,098) $
(7,098)
—
(7,098) $
(8,153)
(8,153)
—
(8,153)
On March 19, 2015, we issued $500 million of 4.65 percent 10-year unsecured senior notes. Interest is payable
semi-annually on March 15 and September 15. The debt discount is being amortized to interest expense using the
effective interest method. The debt issuance costs are amortized straight-line over the stated life of the obligation, which
approximates the effective interest method.
We have a $300 million unsecured revolving credit facility which will mature on July 13, 2021. The credit
facility has $75 million available to use as letters of credit. The majority of any borrowings under the facility would
accrue interest at a spread over the London Interbank Offered Rate (LIBOR). We also pay a commitment fee based on
the unused balance of the facility. Borrowing spreads as well as commitment fees are determined according to a scale
based on a ratio of our total debt to total capitalization. The spread over LIBOR ranges from 1.125 percent to 1.75
percent per annum and commitment fees range from .15 percent to .30 percent per annum. Based on our debt to total
capitalization on September 30, 2017, the spread over LIBOR and commitment fees would be 1.125 percent and .15
percent, respectively. There is one financial covenant in the facility which requires us to maintain a funded leverage ratio
(as defined) of less than 50 percent. The credit facility contains additional terms, conditions, restrictions and covenants
that we believe are usual and customary in unsecured debt arrangements for companies of similar size and credit quality
including a limitation that priority debt (as defined in the agreement) may not exceed 17.5% of the net worth of the
Company. As of September 30, 2017, there were no borrowings, but there were three letters of credit outstanding in the
amount of $38.8 million. At September 30, 2017, we had $261.2 million available to borrow under our $300 million
unsecured credit facility. Subsequent to September 30, 2017, the Company increased one of the three letters of credit by
$0.5 million, which reduced availability under the facility to $260.7 million.
Subsequent to September 30, 2017, the Company entered into a $12 million unsecured standalone line of credit
facility, which is purposed for the issuance of bid and performance bonds, as needed, for international operations. The
Company currently has two bonds issued under this line for a total value of approximately $5.4 million.
The applicable agreements for all unsecured debt contain additional terms, conditions and restrictions that we
believe are usual and customary in unsecured debt arrangements for companies that are similar in size and credit quality.
At September 30, 2017, we were in compliance with all debt covenants.
69
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 4 DEBT (Continued)
At September 30, 2017, aggregate maturities of long-term debt are as follows (in thousands):
Years ending September 30,
—
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
—
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 500,000
$ 500,000
The components of the provision (benefit) for income taxes are as follows:
2017
Year Ended September 30,
2016
(in thousands)
2015
Current:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (36,260) $ (86,010) $ 84,229
14,864
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10,881
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
109,974
9,987
(3,742)
(79,765)
4,108
(472)
(32,624)
Deferred:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
165,491
(34,410)
350
131,431
Total provision (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (56,735) $ (19,677) $ 241,405
58,136
408
1,544
60,088
(14,953)
(7,827)
(1,331)
(24,111)
The amounts of domestic and foreign income (loss) before income taxes are as follows:
2017
Years Ended September 30,
2016
(in thousands)
2015
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (173,157) $ (49,636) $ 675,425
(13,546)
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(23,031)
$ (184,598) $ (72,667) $ 661,879
(11,441)
Deferred income taxes are provided for the temporary differences between the financial reporting basis and the
tax basis of our assets and liabilities. Recoverability of any tax assets are evaluated and necessary allowances are
provided. The carrying value of the net deferred tax assets is based on management’s judgments using certain estimates
and assumptions that we will be able to generate sufficient future taxable income in certain tax jurisdictions to realize the
benefits of such assets. If these estimates and related assumptions change in the future, additional valuation allowances
may be recorded against the deferred tax assets resulting in additional income tax expense in the future.
70
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 5 INCOME TAXES
The components of our net deferred tax liabilities are as follows:
September 30,
2017
2016
(in thousands)
Deferred tax liabilities:
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,386,512 $ 1,411,139
25,470
Available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2,326
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,438,935
Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24,940
21,609
1,433,061
Deferred tax assets:
Pension reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Self-insurance reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss, foreign tax credit, and other federal tax
credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial accruals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Valuation allowance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71,778
67,594
4,952
167,936
(71,457)
96,479
Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,332,689 $ 1,342,456
62,478
62,971
6,003
158,527
(58,155)
100,372
7,614
19,461
8,330
15,282
The change in our net deferred tax assets and liabilities is impacted by foreign currency remeasurement.
As of September 30, 2017, we had federal, state and foreign net operating loss carryforwards for income tax
purposes of $12.6 million, $29.9 million and $77.8 million, respectively, and foreign tax credit carryforwards of
approximately $34.9 million (of which $30.2 million is reflected as a deferred tax asset in our Consolidated Financial
Statements prior to consideration of our valuation allowance) which will expire in fiscal 2018 through 2037. The
valuation allowance is primarily attributable to state and foreign net operating loss carryforwards of $2.0 million and
$25.4 million, respectively, and foreign tax credit carryforwards of $30.2 million, and foreign minimum tax credit
carryforwards of $0.6 million which more likely than not will not be utilized.
The federal net operating loss carryforward of $12.6 million and other federal tax credit carryforward of $0.3
million resulted from the acquisition of MOTIVE, which closed during the third quarter of fiscal 2017. The acquisition
represented an ownership change under Internal Revenue Code Section 382 for which both are subject to an annual
limitation. Both tax attributes begin to expire in 2034 and it is more likely than not both will be utilized.
For the fiscal year ended September 30, 2017, the Company is estimating a federal net operating loss for
income tax purposes of approximately $125.1 million. At this time, the Company is anticipating carrying back the
federal net operating loss to the fiscal year ended September 30, 2015 and has recorded an estimated income tax
receivable of $39.8 million. The Company has until the filing of the federal income tax return for the fiscal year ended
September 30, 2017 to decide whether to carryback or carryforward the net operating loss.
71
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 5 INCOME TAXES (Continued)
Effective income tax rates as compared to the U.S. Federal income tax rate are as follows:
U.S. Federal income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of foreign taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State income taxes, net of federal tax benefit . . . . . . . . . . . . . . . . .
U.S. domestic production activities . . . . . . . . . . . . . . . . . . . . . . . . .
Other impact of foreign operations . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017
Year Ended September 30,
2015
35.0 %
(3.2)
0.8
(1.2)
4.5
0.6
36.5 %
2016
35.0 % 35.0 %
1.8
0.6
(2.1)
(2.9)
(1.7)
30.7 % 27.1 %
(13.8)
3.2
(10.4)
14.7
(1.6)
Effective tax rates differ from the U.S. federal statutory rate of 35.0 percent primarily due to state and foreign
income taxes. The effective tax rate for the twelve months ended September 30, 2017 was also impacted by a reduction
to the benefit of the carryback of the federal net operating loss generated in the fiscal year ended September 30, 2017
resulting from the reduction of the Internal Revenue Code Section 199 deduction in the carryback year.
We recognize accrued interest related to unrecognized tax benefits in interest expense, and penalties in other
expense in the Consolidated Statements of Operations. As of September 30, 2017 and 2016, we had accrued interest and
penalties of $2.8 million and $6.8 million, respectively.
A reconciliation of the change in our gross unrecognized tax benefits for the fiscal years ended September 30,
2017 and 2016 is as follows:
September 30,
2017
2016
(in thousands)
Unrecognized tax benefits at October 1, . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,551 $ 11,211
—
Gross decreases - tax positions in prior periods . . . . . . . . . . . . . . . . . . . .
(1,173)
Gross decreases - current period effect of tax positions . . . . . . . . . . . . . .
969
Gross increases - current period effect of tax positions . . . . . . . . . . . . . .
(679)
Expiration of statute of limitations for assessments . . . . . . . . . . . . . . . . .
(777)
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unrecognized tax benefits at September 30, . . . . . . . . . . . . . . . . . . . . . . $ 4,773 $ 9,551
(1)
(170)
300
(4,907)
—
As of September 30, 2017 and 2016, our liability for unrecognized tax benefits includes $3.7 million and $3.8
million, respectively, of unrecognized tax benefits related to discontinued operations that, if recognized, would not affect
the effective tax rate. The remaining unrecognized tax benefits would affect the effective tax rate if recognized. The
liabilities for unrecognized tax benefits and related interest and penalties are included in other noncurrent liabilities in
our Consolidated Balance Sheets.
For the next 12 months, we cannot predict with certainty whether we will achieve ultimate resolution of any
uncertain tax position associated with our U.S. and international operations that could result in increases or decreases of
our unrecognized tax benefits. However, we do not expect the increases or decreases to have a material effect on our
results of operations or financial position.
We file a consolidated U.S. federal income tax return, as well as income tax returns in various states and foreign
jurisdictions. The tax years that remain open to examination by U.S. federal and state jurisdictions include fiscal 2013
72
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 5 INCOME TAXES (Continued)
through 2016, with exception of certain state jurisdictions currently under audit. The tax years remaining open to
examination by foreign jurisdictions include 2003 through 2017.
NOTE 6 SHAREHOLDERS’ EQUITY
The Company has authorization from the Board of Directors for the repurchase of up to four million common
shares in any calendar year. The repurchases may be made using our cash and cash equivalents or other available
sources. During fiscal 2015, we purchased 810,097 common shares at an aggregate cost of $59.7 million, which are held
as treasury shares. We had no purchases of common shares in fiscal years 2017 and 2016.
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Components of accumulated other comprehensive income (loss) were as follows:
Pre-tax amounts:
Unrealized appreciation on securities . . . . . . . . . . . . . . . . . $ 31,700 $ 33,051 $ 27,021
(30,144)
Unrealized actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . .
(34,112)
$ 2,827 $ (1,061) $ (3,123)
(28,873)
After-tax amounts:
2017
September 30,
2016
(in thousands)
2015
Unrealized appreciation on securities . . . . . . . . . . . . . . . . . $ 20,070 $ 20,899 $ 17,201
(18,578)
Unrealized actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . .
(204) $ (1,377)
(17,770)
$ 2,300 $
(21,103)
The following is a summary of the changes in accumulated other comprehensive income (loss), net of tax, by
component for the year ended September 30, 2017:
Unrealized
Appreciation
(Depreciation) on
Available-for-sale
Securities
Defined
Benefit
Pension Plan Total
Balance at September 30, 2016 . . . . . . . . . . . . . . . . . . .
Other comprehensive loss before reclassifications .
Amounts reclassified from accumulated other
comprehensive income . . . . . . . . . . . . . . . . . . . . . . .
Net current-period other comprehensive income
(loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at September 30, 2017 . . . . . . . . . . . . . . . . . . .
(in thousands)
$ 20,899
(829)
$ (21,103) $ (204)
(829)
—
—
3,333
3,333
(829)
$ 20,070
3,333
2,504
$ (17,770) $ 2,300
73
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 6 SHAREHOLDERS’ EQUITY (Continued)
The following provides detail about accumulated other comprehensive income (loss) components which were
reclassified to the Consolidated Statements of Operations during the years ended September 30, 2017 and 2016:
Details About Accumulated Other
Comprehensive Income (Loss) Components
Other-than-temporary impairment of
available-for-sale securities . . . . . . . . . $
$
Amount
Reclassified from
Accumulated Other
Comprehensive
Income (Loss)
2017
2016
(in thousands)
Affected Line Item in the
Consolidated Statements of Operations
— $ 1,509 Loss on investment securities
(583) Income tax provision
—
926 Net of tax
— $
Amortization of net actuarial loss on
defined benefit pension plan . . . . . . . . $ 5,238 $ (3,968) General and administrative
(1,905)
1,443 Income tax provision
$ 3,333 $ (2,525) Net of tax
Total reclassifications for the period . $ 3,333 $ (1,599)
NOTE 7 STOCK-BASED COMPENSATION
On March 2, 2016, the Helmerich & Payne, Inc. 2016 Omnibus Incentive Plan (the “2016 Plan”) was approved
by our stockholders. The 2016 Plan, among other things, authorizes the Human Resources Committee of the Board to
grant non-qualified stock options and restricted stock awards to selected employees and to non-employee Directors.
Restricted stock 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 market price of the underlying stock on the date of grant. Stock options expire
10 years after the grant date. Awards outstanding in the Helmerich & Payne, Inc. 2005 Long-Term Incentive Plan and
the Helmerich & Payne, Inc. 2010 Long-Term Incentive Plan (the “2010 Plan”) remain subject to the terms and
conditions of those plans. There were 396,007 non-qualified stock options and 292,112 shares of restricted stock awards
granted under the 2016 Plan during fiscal 2017.
A summary of compensation cost for stock-based payment arrangements recognized in general and
administrative expense in fiscal 2017, 2016 and 2015 is as follows:
Compensation expense
Stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,439 $ 8,290 $ 8,846
16,349
Restricted stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16,093
$ 26,183 $ 24,383 $ 25,195
18,744
2017
September 30,
2016
(in thousands)
2015
Benefits of tax deductions in excess of recognized compensation cost of $4.4 million, $0.9 million and
$3.8 million are reported as a financing cash flow in the Consolidated Statements of Cash Flows for fiscal 2017, 2016
and 2015, respectively.
74
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 7 STOCK-BASED COMPENSATION (Continued)
STOCK OPTIONS
Vesting requirements for stock options are determined by the Human Resources Committee of our Board of
Directors. Options currently outstanding began vesting one year after the grant date with 25 percent of the options
vesting for four consecutive years.
We use the Black-Scholes formula to estimate the fair value of stock options granted to employees. The fair
value of the options is amortized to compensation expense on a straight-line basis over the requisite service periods of
the stock awards, which are generally the vesting periods. The weighted-average fair value calculations for options
granted within the fiscal period are based on the following weighted-average assumptions set forth in the table below.
Options that were granted in prior periods are based on assumptions prevailing at the date of grant.
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected stock volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected term (in years) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017
2015
2016
2.0 %
1.7 %
1.8 %
38.9 % 37.6 % 36.9 %
3.9 %
4.6 %
3.7 %
5.5
5.5
5.5
Risk-Free Interest Rate. The risk-free interest rate is based on U.S. Treasury securities for the expected term of
the option.
Expected Volatility Rate. Expected volatilities are based on the daily closing price of our stock based upon
historical experience over a period which approximates the expected term of the option.
Expected Dividend Yield. The dividend yield is based on our current dividend yield.
Expected Term. The expected term of the options granted represents the period of time that they are expected to
be outstanding. We estimate the expected term of options granted based on historical experience with grants and
exercises.
Based on these calculations, the weighted-average fair value per option granted to acquire a share of common
stock was $20.48, $13.12. and $16.39 per share for fiscal 2017, 2016 and 2015, respectively.
The following summary reflects the stock option activity for our common stock and related information for
fiscal 2017, 2016 and 2015 (shares in thousands):
2017
2016
2015
Weighted-Average
Weighted-Average
Weighted-Average
Options Exercise Price
Options Exercise Price
Options Exercise Price
Outstanding at October 1, . . . . . . . . . . . 3,312
396
Granted . . . . . . . . . . . . . . . . . . . . . . . . . .
(415)
Exercised . . . . . . . . . . . . . . . . . . . . . . . .
(15)
Forfeited/Expired . . . . . . . . . . . . . . . . .
Outstanding on September 30, . . . . . . 3,278
Exercisable on September 30, . . . . . . . 2,167
Shares available to grant . . . . . . . . . . . . 5,624
$ 51.74
76.61
38.04
68.32
$ 56.41
$ 50.87
2,776
876
(220)
(120)
3,312
2,225
6,600
$ 48.51
58.25
31.52
61.80
$ 51.74
$ 46.66
2,629
420
(255)
(18)
2,776
2,014
2,515
$ 43.46
68.83
28.46
66.78
$ 48.51
$ 41.62
75
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 7 STOCK-BASED COMPENSATION (Continued)
The following table summarizes information about stock options at September 30, 2017 (shares in thousands):
Outstanding Stock Options
Weighted-Average Weighted-Average
Exercisable Stock Options
Weighted-Average
Range of Exercise Prices
$21.065 to $38.015 . . . . . . . .
$47.29 to $59.76 . . . . . . . . . .
$68.83 to $81.31 . . . . . . . . . .
$21.065 to $81.31 . . . . . . . . .
Options
714
1,618
946
3,278
Remaining Life
Exercise Price
1.3
6.3
7.6
5.6
$
$
$
$
30.63
56.46
75.77
56.41
Options
714
1,048
405
2,167
$
$
$
$
Exercise Price
30.63
55.80
73.75
50.87
At September 30, 2017, the weighted-average remaining life of exercisable stock options was 4.2 years and the
aggregate intrinsic value was $16.1 million with a weighted-average exercise price of $50.87 per share.
The number of options vested or expected to vest at September 30, 2017 was 3,224,548 with an aggregate
intrinsic value of $16.2 million and a weighted-average exercise price of $56.19 per share.
As of September 30, 2017, the unrecognized compensation cost related to the stock options was $6.6 million.
That cost is expected to be recognized over a weighted-average period of 2.2 years.
The total intrinsic value of options exercised during fiscal 2017, 2016 and 2015 was $13.1 million, $6.3 million
and $10.7 million, respectively.
The grant date fair value of shares vested during fiscal 2017, 2016 and 2015 was $6.7 million, $9.6 million and
$8.1 million, respectively.
RESTRICTED STOCK
Restricted stock awards consist of our common stock and are time-vested over three to six years. We recognize
compensation expense on a straight-line basis over the vesting period. The fair value of restricted stock awards under the
2016 Plan is determined based on the closing price of our shares on the grant date. As of September 30, 2017, there was
$21.4 million of total unrecognized compensation cost related to unvested restricted stock awards. That cost is expected
to be recognized over a weighted-average period of 2.2 years.
A summary of the status of our restricted stock awards as of September 30, 2017, and of changes in restricted
stock outstanding during the fiscal years ended September 30, 2017, 2016 and 2015, is as follows (shares in thousands):
2017
2016
2015
Outstanding at October 1, . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested (1) . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding on September 30, . . . . . .
Shares
Weighted-Average
Weighted-Average
Weighted-Average
Grant Date Fair
Grant Date Fair
Grant Date Fair
Value per Share Shares Value per Share Shares Value per Share
64.03
68.83
60.80
64.45
67.03
668 $
64.24
78.69
294
63.81 (256)
(58)
68.09
648 $
70.76
634 $
67.03
58.25
275
64.75 (214)
(27)
63.65
668 $
64.24
648 $
292
(271)
(10)
659 $
(1) The number of restricted stock awards vested includes shares that we withheld on behalf of our employees to satisfy
the statutory tax withholding requirements.
76
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 8 EARNINGS PER SHARE
ASC 260, Earnings per Share, requires companies to treat unvested share-based payment awards that have non-
forfeitable rights to dividend or dividend equivalents as a separate class of securities in calculating earnings per share.
We have granted and expect to continue to grant to employees restricted stock grants that contain non-forfeitable rights
to dividends. Such grants are considered participating securities under ASC 260. As such, we are required to include
these grants in the calculation of our basic earnings per share and calculate basic earnings per share using the two-class
method. The two-class method of computing earnings per share is an earnings allocation formula that determines
earnings per share for each class of common stock and participating security according to dividends declared (or
accumulated) and participation rights in undistributed earnings.
Basic earnings per share is computed utilizing the two-class method and is calculated based on weighted-
average number of common shares outstanding during the periods presented.
Diluted earnings per share is computed using the weighted-average number of common and common equivalent
shares outstanding during the periods utilizing the two-class method for stock options and nonvested restricted stock.
77
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 8 EARNINGS PER SHARE (Continued)
The following table sets forth the computation of basic and diluted earnings per share:
Numerator:
2017
September 30,
2016
(in thousands)
2015
Income (loss) from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (127,863) $ (52,990) $ 420,474
(47)
Loss from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
420,427
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(349)
(128,212)
(3,838)
(56,828)
Adjustment for basic earnings per share
Earnings allocated to unvested shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . .
(1,811)
(1,858)
(2,163)
Numerator for basic earnings per share:
From continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
From discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(129,674)
(349)
(130,023)
(54,848)
(3,838)
(58,686)
418,311
(47)
418,264
Adjustment for diluted earnings per share:
Effect of reallocating undistributed earnings of unvested shareholders . . . . . .
—
—
6
Numerator for diluted earnings per share:
From continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
From discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(129,674)
(349)
418,317
(47)
$ (130,023) $ (58,686) $ 418,270
(54,848)
(3,838)
Denominator:
Denominator for basic earnings per share - weighted-average shares . . . . . . .
Effect of dilutive shares from stock options and restricted stock . . . . . . . . . . .
Denominator for diluted earnings per share - adjusted weighted-average
shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
108,500
107,996
—
107,754
816
108,500
107,996
108,570
Basic earnings per common share:
Income (loss) from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Loss from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(1.20) $
—
(1.20) $
(0.50) $
(0.04)
(0.54) $
Diluted earnings per common share:
Income (loss) from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Loss from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
(1.20) $
—
(1.20) $
(0.50) $
(0.04)
(0.54) $
3.88
—
3.88
3.85
—
3.85
We had a net loss for fiscal 2017 and 2016. Accordingly, our diluted earnings per share calculation for those
years were equivalent to our basic earnings per share calculation since diluted earnings per share excluded any assumed
exercise of equity awards. These were excluded because they were deemed to be anti-dilutive, meaning their inclusion
would have reduced the reported net loss per share in the applicable period.
78
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 8 EARNINGS PER SHARE (Continued)
The following shares attributable to outstanding equity awards were excluded from the calculation of diluted
earnings per share because their inclusion would have been anti-dilutive:
2017
2016
2015
Shares excluded from calculation of diluted earnings per share . .
667
Weighted-average price per share . . . . . . . . . . . . . . . . . . . . . . . . . . $ 74.38 $ 63.73 $ 72.85
1,008
(in thousands, except
per share amounts)
1,788
NOTE 9 FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT
The estimated fair value of our available-for-sale securities is primarily based on market quotes. The following
is a summary of available-for-sale securities, which excludes assets held in a Non-qualified Supplemental Savings Plan:
Gross
Gross
Unrealized Unrealized
Gains
Losses
Estimated
Fair
Value
Cost
Equity Securities:
September 30, 2017 . . . . . . . . . . . . . . . . . . . . . . $ 38,473 $ 31,700 $
September 30, 2016 . . . . . . . . . . . . . . . . . . . . . . $ 38,473 $ 33,051 $
— $ 70,173
— $ 71,524
(in thousands)
On an ongoing basis we evaluate the marketable equity securities to determine if any decline in fair value below
cost is other-than-temporary. If a decline in fair value below cost is determined to be other-than-temporary, an
impairment charge is recorded and a new cost basis established. We review several factors to determine whether a loss
is other-than-temporary. These factors include, but are not limited to, (i) the length of time a security is in an unrealized
loss position, (ii) the extent to which fair value is less than cost, (iii) the financial condition and near-term prospects of
the issuer and (iv) our intent and ability to hold the security for a period of time sufficient to allow for any anticipated
recovery in fair value. The cost of securities used in determining realized gains and losses is based on the average cost
basis of the security sold. During the fourth quarter of fiscal 2016, we recognized a $26.0 million other-than-temporary
impairment charge on one of our securities. No impairment charges were recognized in fiscal 2017 or fiscal 2015.
There were no realized gains or losses on sales of available-for-sale securities in fiscal 2017, 2016 or 2015.
The assets held in a Non-qualified Supplemental Savings Plan are carried at fair value and totaled $13.9 million
and $13.4 million at September 30, 2017 and 2016, respectively. The assets are comprised of mutual funds that are
measured using Level 1 inputs.
Short-term investments include securities classified as trading securities. Both realized and unrealized gains
and losses on trading securities are included in other income (expense) in the Consolidated Statements of Operations.
The securities are recorded at fair value.
The majority of cash equivalents are invested in highly-liquid money-market mutual funds invested primarily in
direct or indirect obligations of the U.S. Government. The carrying amount of cash and cash equivalents approximates
fair value due to the short maturity of those investments.
The carrying value of other current assets, accrued liabilities and other liabilities approximated fair value at
September 30, 2017 and 2016.
79
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 9 FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT (Continued)
Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability
(an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between
market participants at the measurement date. We use the fair value hierarchy established in ASC 820-10 to measure fair
value to prioritize the inputs:
• Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting
entity can access at the measurement date.
• Level 2 — Observable inputs, other than quoted prices included in Level 1, such as quoted prices for
similar assets or liabilities in active markets; quoted prices for similar assets and liabilities in markets that
are not active; or other inputs that are observable or can be corroborated by observable market data.
• Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to
the fair value of the assets or liabilities. This includes pricing models, discounted cash flow methodologies
and similar techniques that use significant unobservable inputs.
At September 30, 2017, our financial instruments utilizing Level 1 inputs include cash equivalents, equity
securities with active markets, money market funds we have elected to classify as restricted assets that are included in
other current assets and other assets. Also included is cash denominated in a foreign currency that we have elected to
classify as restricted to be used to settle the remaining liabilities of discontinued operations. For these items, quoted
current market prices are readily available.
At September 30, 2017, Level 2 inputs include U.S. Agency issued debt securities, municipal bonds and
corporate bonds measured using broker quotations that utilize observable market inputs. Also included in Level 2 inputs
are bank certificates of deposit included in short-term investments or current assets.
Our financial instruments measured using Level 3 inputs consist of potential earnout payments associated with
the MOTIVE acquisition. The valuation techniques used for determining the fair value of the potential earnout
payments are described further in Note 2.
80
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 9 FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENT (Continued)
The following table summarizes our assets measured at fair value presented in our Consolidated Balance Sheet
as of September 30, 2017:
Fair Value
(Level 1)
(Level 2) (Level 3)
(in thousands)
Recurring fair value measurements:
Short-term investments:
Certificates of deposit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,500 $
Corporate and municipal debt securities . . . . . . . . . . . . . . . . . . . . . . . .
U.S. government and federal agency securities . . . . . . . . . . . . . . . . . .
Total short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15,818
27,173
44,491
— $ 1,500 $
—
24,853
24,853
15,818
2,320
19,638
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets measured at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 675,173 $ 655,285 $ 19,888 $
521,375
70,173
32,189
6,695
521,375
70,173
32,439
6,695
—
—
250
—
—
—
—
—
—
—
—
—
—
Liabilities:
Contingent earnout liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,879 $
— $
— $ 14,879
The following information presents the supplemental fair value information about long-term fixed-rate debt at
September 30, 2017 and September 30, 2016.
September 30,
2017
2016
(in millions)
Carrying value of long-term fixed-rate debt . . . . . . . . . . . . . . . . . . . . . . . $ 492.9 $ 491.8
Fair value of long-term fixed-rate debt . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 529.0 $ 529.6
The fair value for the $500 million fixed-rate debt was based on broker quotes at September 30, 2017. The
notes are classified within Level 2 of the fair value hierarchy as they are not actively traded in markets.
NOTE 10 EMPLOYEE BENEFIT PLANS
We maintain a domestic noncontributory defined benefit pension plan covering certain U.S. employees who
meet certain age and service requirements. In July 2003, we revised the Helmerich & Payne, Inc. Employee Retirement
Plan (“Pension Plan”) to close the Pension Plan to new participants effective October 1, 2003, and reduce benefit
accruals for current participants through September 30, 2006, at which time benefit accruals were discontinued and the
Pension Plan was frozen.
81
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 10 EMPLOYEE BENEFIT PLANS (Continued)
The following table provides a reconciliation of the changes in the pension benefit obligations and fair value of
Pension Plan assets over the two-year period ended September 30, 2017 and a statement of the funded status as of
September 30, 2017 and 2016:
2017
2016
(in thousands)
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated Benefit Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 109,976 $ 109,731
Changes in projected benefit obligations
Projected benefit obligation at beginning of year . . . . . . . . . . . . . . . . . . $ 109,731 $ 107,417
4,266
15,051
(17,003)
Projected benefit obligation at end of year . . . . . . . . . . . . . . . . . . . . . . . $ 109,976 $ 109,731
Change in plan assets
Fair value of plan assets at beginning of year . . . . . . . . . . . . . . . . . . . . . $ 90,748 $ 98,060
9,653
38
(17,003)
Fair value of plan assets at end of year . . . . . . . . . . . . . . . . . . . . . . . . . . $ 92,816 $ 90,748
Funded status of the plan at end of year . . . . . . . . . . . . . . . . . . . . . . . . . $ (17,160) $ (18,983)
Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Employer contribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9,470
39
(7,441)
4,053
3,633
(7,441)
The amounts recognized in the Consolidated Balance Sheets at September 30, 2017 and 2016 are as follows (in
thousands):
(45)
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Noncurrent liabilities-other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(18,938)
Net amount recognized . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (17,160) $ (18,983)
(17,115)
(45) $
The amounts recognized in Accumulated Other Comprehensive Income (Loss) at September 30, 2017 and
2016, and not yet reflected in net periodic benefit cost, are as follows (in thousands):
Net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (28,873) $ (34,112)
The amount recognized in Accumulated Other Comprehensive Income (Loss) and not yet reflected in periodic
benefit cost expected to be amortized in next year’s periodic benefit cost is a net actuarial loss of $1.8 million.
The weighted average assumptions used for the pension calculations were as follows:
Discount rate for net periodic benefit costs . . . . . . . . . . . . . . . . . . . . . 3.64 % 4.27 % 4.32 %
Discount rate for year-end obligations . . . . . . . . . . . . . . . . . . . . . . . . 3.79 % 3.64 % 4.27 %
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.17 % 5.89 % 6.26 %
Year Ended
September 30,
2017 2016 2015
The mortality table issued by the Society of Actuaries in October 2017 was used for the September 30, 2017
pension calculation. The new mortality information reflects improved life expectancies and projected mortality
improvements.
82
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 10 EMPLOYEE BENEFIT PLANS (Continued)
We did not make any contributions to the Pension Plan in fiscal 2017. In fiscal 2018, we do not expect
minimum contributions required by law to be needed. However, we may make contributions in fiscal 2018 if needed to
fund unexpected distributions in lieu of liquidating pension assets.
Components of the net periodic pension expense (benefit) were as follows:
2017
Year Ended September 30,
2016
(in thousands)
2015
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,053 $ 4,266 $ 4,584
(6,855)
Expected return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . .
Recognized net actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,308
2,873
Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net pension expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,454 $ 5,697 $ 1,910
(5,130)
2,891
1,640
(5,616)
2,083
4,964
We record settlement expense when benefit payments exceed the total annual service and interest costs.
The following table reflects the expected benefits to be paid from the Pension Plan in each of the next five fiscal
years, and in the aggregate for the five years thereafter (in thousands).
2018
$16,050
2019
$6,844
Year Ended September 30,
2021
$5,591
2020
$7,222
2022
$6,383
2023 – 2027
$32,723
Total
$74,813
Included in the Pension Plan is an unfunded supplemental executive retirement plan.
INVESTMENT STRATEGY AND ASSET ALLOCATION
Our investment policy and strategies are established with a long-term view in mind. The investment strategy is
intended to help pay the cost of the Pension Plan while providing adequate security to meet the benefits promised under
the Pension Plan. We maintain a diversified asset mix to minimize the risk of a material loss to the portfolio value that
might occur from devaluation of any single investment. In determining the appropriate asset mix, our financial strength
and ability to fund potential shortfalls are considered. Pension Plan assets are invested in portfolios of diversified
public-market equity securities and fixed income securities. The Pension Plan does not directly hold securities of the
Company.
The expected long-term rate of return on Pension Plan assets is based on historical and projected rates of return
for current and planned asset classes in the Pension Plan’s investment portfolio after analyzing historical experience and
future expectations of the return and volatility of various asset classes.
83
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 10 EMPLOYEE BENEFIT PLANS (Continued)
The target allocation for 2018 and the asset allocation for the Pension Plan at the end of fiscal 2017 and 2016,
by asset category, follows:
Percentage
of Plan
Assets at
September 30,
Target
Allocation
2018
Asset Category
U.S. equities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
International equities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Real estate and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017
2016
50 % 62 %
45%
16
20
34
35
—
—
100% 100 % 100 %
12
21
5
PLAN ASSETS
The fair value of Pension Plan assets at September 30, 2017 and 2016, summarized by level within the fair
value hierarchy described in Note 9, are as follows:
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,488 $ 3,488 $ — $ —
Mutual funds:
Fair Value as of September 30, 2017
Total
Level 1
Level 2 Level 3
(in thousands)
—
Domestic stock funds . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Bond funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Balanced funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
International stock funds . . . . . . . . . . . . . . . . . . . . . . .
—
Total mutual funds . . . . . . . . . . . . . . . . . . . . . . . . . . .
Domestic common stock . . . . . . . . . . . . . . . . . . . . . . . . .
—
97
Oil and gas properties . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 92,816 $ 92,719 $ — $ 97
18,377
18,357
18,222
14,583
69,539
19,692
—
18,377
18,357
18,222
14,583
69,539
19,692
97
—
—
—
—
—
—
—
84
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 10 EMPLOYEE BENEFIT PLANS (Continued)
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Mutual funds:
(in thousands)
467 $
467 $ — $ —
Fair Value as of September 30, 2016
Total
Level 1
Level 2 Level 3
—
Domestic stock funds . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Bond funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
International stock funds . . . . . . . . . . . . . . . . . . . . . . .
—
Total mutual funds . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Domestic common stock . . . . . . . . . . . . . . . . . . . . . . . . .
—
Foreign equity stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Oil and gas properties . . . . . . . . . . . . . . . . . . . . . . . . . . . .
177
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 90,748 $ 90,571 $ — $ 177
36,107
22,809
11,334
70,250
18,305
1,549
—
36,107
22,809
11,334
70,250
18,305
1,549
177
—
—
—
—
—
—
—
The Pension Plan’s financial assets utilizing Level 1 inputs are valued based on quoted prices in active markets
for identical securities. The Plan has no assets utilizing Level 2. The Pension Plan’s assets utilizing Level 3 inputs
consist of oil and gas properties. The fair value of oil and gas properties is determined by Wells Fargo Bank, N.A.,
based upon actual revenue received for the previous twelve-month period and experience with similar assets.
The following table sets forth a summary of changes in the fair value of the Pension Plan’s Level 3 assets for
the years ended September 30, 2017 and 2016:
Oil and Gas
Properties
Year Ended
September 30,
2016
(in thousands)
2017
Balance, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 177 $ 387
Unrealized losses relating to property still held at the reporting date . . . . . .
(210)
Balance, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 97 $ 177
(80)
DEFINED CONTRIBUTION PLAN
Substantially all employees on the United States payroll may elect to participate in our 401(k)/Thrift Plan by
contributing a portion of their earnings. We contribute an amount equal to 100 percent of the first five percent of the
participant’s compensation subject to certain limitations. The annual expense incurred for this defined contribution plan
was $16.6 million, $21.6 million and $24.8 million in fiscal 2017, 2016 and 2015, respectively.
During fiscal 2016, we determined that employee workforce reductions which started during 2015 and
continued into 2016 due to reduced drilling activity resulted in a partial plan termination of the 401(k)/Thrift Plan.
Partial plan terminations result in affected participants becoming fully vested in Company contributions and actual
earnings thereon at the termination date. As a result of the partial plan termination status, we accrued additional
employer contributions totaling $6.3 million in general and administrative expense in fiscal 2016.
85
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 11 SUPPLEMENTAL BALANCE SHEET INFORMATION
The following reflects the activity in our reserve for bad debt for 2017, 2016 and 2015:
Reserve for bad debt:
2017
September 30,
2016
(in thousands)
2015
Balance at October 1, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,696 $ 6,181 $ 4,597
Provision for (recovery of) bad debt . . . . . . . . . . . . . . . . . . . .
6,034
(4,450)
(Write-off) recovery of bad debt . . . . . . . . . . . . . . . . . . . . . . .
Balance at September 30, . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,721 $ 2,696 $ 6,181
(2,013)
(1,472)
2,016
1,009
86
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 11 SUPPLEMENTAL BALANCE SHEET INFORMATION (Continued)
Accounts receivable, prepaid expenses and other current assets, accrued liabilities and long-term liabilities at
September 30 consist of the following:
September 30,
2017
2016
(in thousands)
Accounts receivable, net of reserve:
Trade receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 398,348 $ 286,998
37,971
Income tax receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
50,200
Insurance recovery receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total accounts receivable, net of reserve . . . . . . . . . . . . . . . . . . . . . $ 477,074 $ 375,169
78,726
—
Prepaid expenses and other current assets:
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 32,439 $ 27,566
9,913
Deferred mobilization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,354
Prepaid insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1,407
Prepaid value added tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26,138
Prepaid income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
8,689
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total prepaid expenses and other current assets . . . . . . . . . . . . . . . $ 55,120 $ 78,067
6,458
4,060
3,870
—
8,293
Accrued liabilities:
Accrued operating costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 36,949 $ 17,009
43,547
Payroll and employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
31,443
Taxes payable, other than income tax . . . . . . . . . . . . . . . . . . . . . . . . .
14,801
Self-insurance liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
34,681
Deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17,923
Deferred mobilization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Accrued income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70,535
Litigation and claims . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4,700
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 208,683 $ 234,639
54,941
35,638
22,159
25,893
9,828
8,011
1,779
13,485
Noncurrent liabilities — Other:
Pension and other non-qualified retirement plans . . . . . . . . . . . . . . . $ 37,989 $ 39,762
21,651
Self-insurance liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
Contingent earnout liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24,781
Deferred mobilization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
12,502
Uncertain tax positions including interest and penalties . . . . . . . . . .
4,085
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total noncurrent liabilities — other . . . . . . . . . . . . . . . . . . . . . . . . . $ 101,409 $ 102,781
29,037
14,879
7,689
3,562
8,253
87
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 12 SUPPLEMENTAL CASH FLOW INFORMATION
2017
Year Ended September 30,
2016
(in thousands)
2015
Cash payments:
Interest paid, net of amounts capitalized . . . . . . . . . . . . . . . . $ 22,936 $ 28,011 $ 11,651
Income taxes paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,749 $ 15,577 $ 131,128
Capital expenditures on the Consolidated Statements of Cash Flows for the years ended September 30, 2017,
2016 and 2015 do not include additions which have been incurred but not paid for as of the end of the year. The
following table reconciles total capital expenditures incurred to total capital expenditures in the Consolidated Statements
of Cash Flows:
2017
September 30,
2016
(in thousands)
2015
Capital expenditures incurred . . . . . . . . . . . . . . . . . . . . . . $ 408,106 $ 241,290 $ 1,033,241
Additions incurred in prior year but paid for in current
year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions incurred but not paid for as of the end of the
period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital expenditures per Consolidated Statements of
Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 397,567 $ 257,169 $ 1,131,445
25,344
(20,004)
123,548
(25,344)
(9,465)
9,465
NOTE 13 RISK FACTORS
CONCENTRATION OF CREDIT
Financial instruments which potentially subject us to concentrations of credit risk consist primarily of
temporary cash investments, short-term investments and trade receivables. We place temporary cash investments in the
U.S. with established financial institutions and invest in a diversified portfolio of highly rated, short-term money market
instruments. Our trade receivables, primarily with established companies in the oil and gas industry, may impact credit
risk as customers may be similarly affected by prolonged changes in economic and industry conditions. International
sales also present various risks including governmental activities that may limit or disrupt markets and restrict the
movement of funds. Most of our international sales, however, are to large international or government-owned national
oil companies. We perform credit evaluations of customers and do not typically require collateral in support for trade
receivables. We provide an allowance for doubtful accounts, when necessary, to cover estimated credit losses. Such an
allowance is based on management’s knowledge of customer accounts.
VOLATILITY OF MARKET
Our operations can be materially affected by oil and gas prices. Oil and natural gas prices have been
historically volatile and difficult to predict with any degree of certainty. While current energy prices are important
contributors to positive cash flow for customers, expectations about future prices and price volatility are generally more
important for determining a customer’s future spending levels. This volatility, along with the difficulty in predicting
future prices, can lead many exploration and production companies to base their capital spending on much more
conservative estimates of commodity prices. As a result, demand for contract drilling services is not always purely a
function of the movement of commodity prices.
88
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 13 RISK FACTORS (Continued)
In addition, customers may finance their exploration activities through cash flow from operations, the
incurrence of debt or the issuance of equity. Any deterioration in the credit and capital markets may cause difficulty for
customers to obtain funding for their capital needs. A reduction of cash flow resulting from declines in commodity
prices or a reduction of available financing may result in a reduction in customer spending and the demand for drilling
services. This reduction in spending could have a material adverse effect on our operations.
SELF-INSURANCE
We self-insure a significant portion of expected losses relating to worker’s compensation, general liability and
automobile liability. Generally, deductibles range from $1 million to $5 million per occurrence depending on the
coverage and whether a claim occurs outside or inside of the United States. Insurance is purchased over deductibles to
reduce our exposure to catastrophic events. Estimates are recorded for incurred outstanding liabilities for worker’s
compensation, general liability claims and claims that are incurred but not reported. Estimates are based on adjusters’
estimates, historic experience and statistical methods that we believe are reliable. Nonetheless, insurance estimates
include certain assumptions and management judgments regarding the frequency and severity of claims, claim
development and settlement practices. Unanticipated changes in these factors may produce materially different amounts
of expense that would be reported under these programs.
We have a wholly-owned captive insurance company which finances a significant portion of the physical
damage risk on company-owned drilling rigs as well as international casualty deductibles.
INTERNATIONAL DRILLING OPERATIONS
International drilling operations may significantly contribute to our revenues and net operating income. There
can be no assurance that we will be able to successfully conduct such operations, and a failure to do so may have an
adverse effect on our financial position, results of operations, and cash flows. Also, the success of our international
operations will be subject to numerous contingencies, some of which are beyond management’s control. These
contingencies include general and regional economic conditions, fluctuations in currency exchange rates, modified
exchange controls, changes in international regulatory requirements and international employment issues, risk of
expropriation of real and personal property and the burden of complying with foreign laws. Additionally, in the event
that extended labor strikes occur or a country experiences significant political, economic or social instability, we could
experience shortages in labor and/or material and supplies necessary to operate some of our drilling rigs, thereby
potentially causing an adverse material effect on our business, financial condition and results of operations.
Estimates from published sources indicate that Argentina is a highly inflationary country, which is defined as
cumulative inflation rates exceeding 100 percent in the most recent three-year period based on inflation data published
by the respective governments. Regardless, all of our foreign subsidiaries use the U.S. dollar as the functional currency
and local currency monetary assets are remeasured into U.S. dollars with gains and losses resulting from foreign
currency transactions included in current results of operations.
Because of the impact of local laws, our future operations in certain areas may be conducted through entities in
which local citizens own interests and through entities (including joint ventures) in which we hold only a minority
interest or pursuant to arrangements under which we conduct operations under contract to local entities. While we
believe that neither operating through such entities nor pursuant to such arrangements would have a material adverse
effect on our operations or revenues, there can be no assurance that we will in all cases be able to structure or restructure
our operations to conform to local law (or the administration thereof) on terms acceptable to us.
89
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 14 COMMITMENTS AND CONTINGENCIES
PURCHASE OBLIGATIONS
Equipment, parts and supplies are ordered in advance to promote efficient construction and capital
improvement progress. At September 30, 2017, we had purchase commitments for equipment, parts and supplies of
approximately $56.2 million.
LEASES
At September 30, 2017, we were leasing approximately 221,021 square feet of office space near downtown
Tulsa, Oklahoma. We also lease other office space and equipment for use in operations. For operating leases that
contain built-in pre-determined rent escalations, rent expense is recognized on a straight-line basis over the life of the
lease. Leasehold improvements are capitalized and amortized over the lease term. Future minimum rental payments
required under operating leases having initial or remaining non-cancelable lease terms in excess of a year at September
30, 2017 are as follows:
Fiscal Year
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amount
(in thousands)
$ 8,015
5,454
3,795
2,944
2,926
6,825
$ 29,959
Total rent expense was $14.0 million, $13.5 million and $13.6 million for fiscal 2017, 2016 and 2015,
respectively.
CONTINGENCIES
Various legal actions, the majority of which arise in the ordinary course of business, are pending. We maintain
insurance against certain business risks subject to certain deductibles. With the exception of the matters discussed
below, none of these legal actions are expected to have a material adverse effect on our financial condition, cash flows or
results of operations.
We are contingently liable to sureties in respect of bonds issued by the sureties in connection with certain
commitments entered into by us in the normal course of business. We have agreed to indemnify the sureties for any
payments made by them in respect of such bonds.
During the ordinary course of our business, contingencies arise resulting from an existing condition, situation,
or set of circumstances involving an uncertainty as to the realization of a possible gain contingency. We account for
gain contingencies in accordance with the provisions of ASC 450, Contingencies, and, therefore, we do not record gain
contingencies and recognize income until realized. The property and equipment of our Venezuelan subsidiary was
seized by the Venezuelan government on June 30, 2010. Our wholly-owned subsidiaries, Helmerich & Payne
International Drilling Co. (“HPIDC”) and Helmerich & Payne de Venezuela, C.A., filed a lawsuit in the United States
District Court for the District of Columbia on September 23, 2011 against the Bolivarian Republic of Venezuela,
Petroleos de Venezuela, S.A. (“PDVSA”) and PDVSA Petroleo, S.A. (“Petroleo”). Our subsidiaries seek damages for
the taking of their Venezuelan drilling business in violation of international law and for breach of contract. While there
90
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 14 COMMITMENTS AND CONTINGENCIES (Continued)
exists the possibility of realizing a recovery, we are currently unable to determine the timing or amounts we may receive,
if any, or the likelihood of recovery. No gain contingencies are recognized in our Consolidated Financial Statements.
On November 8, 2013, the United States District Court for the Eastern District of Louisiana approved the
previously disclosed October 30, 2013 plea agreement between our wholly owned subsidiary, HPIDC, and the United
States Department of Justice, United States Attorney’s Office for the Eastern District of Louisiana (“DOJ”). The court’s
approval of the plea agreement resolved the DOJ’s investigation into certain choke manifold testing irregularities that
occurred in 2010 at one of HPIDC's offshore platform rigs in the Gulf of Mexico. We also engaged in discussions with
the Inspector General’s office of the Department of Interior (“DOI”) regarding the same events that were the subject of
the DOJ’s investigation. Although we do not presently anticipate any further action by the DOI in this matter, we can
provide no assurance as to the timing or eventual outcome of the DOI’s consideration of the matter.
On or about April 28, 2015, Joshua Keel ("Keel"), an employee of HPIDC, filed a petition in the 152nd Judicial
Court for Harris County, Texas (Cause No. 2015-24531) against us, our customer and several subcontractors of our
customer. The suit arose from injuries Keel sustained in an accident that occurred while he was working on HPIDC Rig
223 in New Mexico in July of 2014. Keel alleged that the defendants were negligent and negligent per se, acted
recklessly, intentionally, and/or with an utterly wanton disregard for the rights and safety of the plaintiff and sought
damages well in excess of $100 million. Pursuant to the terms of the drilling contract between HPIDC and its customer,
HPIDC indemnified most of the co-defendants in the lawsuit. On September 14, 2016, the parties in the Keel litigation
entered into a global settlement agreement, which was approved by the court on October 14, 2016. The total settlement
amount of $72 million, accrued at September 30, 2016, was paid by the Company and its insurers on behalf of all
defendants, in December 2016, pursuant to industry standard contractual indemnification obligations.
NOTE 15 SEGMENT INFORMATION
We operate principally in the contract drilling industry. The contract drilling operations consist mainly of
contracting Company-owned drilling equipment primarily to large oil and gas exploration companies. Our contract
drilling business includes the following reportable operating segments: U.S. Land, Offshore and International Land.
Each reportable operating segment is a strategic business unit that is managed separately. Our primary international
areas of operation include Argentina, Bahrain, Colombia, U.A.E. and other South American and Middle Eastern
countries. Other includes additional non-reportable operating segments. Revenues included in Other consist of rental
income as well as technology services provided for directional drilling process. Consolidated revenues and expenses
reflect the elimination of all material intercompany transactions.
We evaluate segment performance based on income or loss from continuing operations (segment operating
income) before income taxes which includes:
•
•
•
•
revenues from external and internal customers
direct operating costs
depreciation and
allocated general and administrative costs
but excludes corporate costs for other depreciation, income from asset sales and other corporate income and expense.
91
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 15 SEGMENT INFORMATION (Continued)
General and administrative costs are allocated to the segments based primarily on specific identification and, to
the extent that such identification is not practical, on other methods which we believe to be a reasonable reflection of the
utilization of services provided.
Segment operating income for all segments is a non-GAAP financial measure of our performance, as it
excludes certain general and administrative expenses, corporate depreciation, income from asset sales and other
corporate income and expense. We consider segment operating income to be an important supplemental measure of
operating performance for presenting trends in our core businesses. We use this measure to facilitate period-to-period
comparisons in operating performance of our reportable segments in the aggregate by eliminating items that affect
comparability between periods. We believe that segment operating income is useful to investors because it provides a
means to evaluate the operating performance of the segments on an ongoing basis using criteria that are used by our
internal decision makers. Additionally, it highlights operating trends and aids analytical comparisons. However,
segment operating income has limitations and should not be used as an alternative to operating income or loss, a
performance measure determined in accordance with GAAP, as it excludes certain costs that may affect our operating
performance in future periods.
92
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 15 SEGMENT INFORMATION (Continued)
Summarized financial information of our reportable segments for continuing operations for each of the years
ended September 30, 2017, 2016 and 2015 is shown in the following table:
External
Sales
Inter-
Segment
Total
Sales
Segment
Operating
Depreciation
and
Income (Loss) Amortization
Total
Assets
Additions
to Long-Lived
Assets
(in thousands)
September 30, 2017
Contract Drilling
U.S. Land . . . . . . . . . $ 1,439,523 $ — $ 1,439,523 $ (94,880) $ 499,486 $ 4,967,074 $
Offshore. . . . . . . . . . .
International Land . .
136,263
212,972
1,788,758
15,983
1,804,741
—
—
—
—
862
862
(862)
136,263
212,972
1,788,758
16,845
1,805,603
(862)
24,201
(7,224)
(77,903)
(9,449)
(87,352)
—
11,764
53,622
564,872
20,671
585,543
—
99,533
413,392
5,479,999
959,986
6,439,985
—
Other . . . . . . . . . . . . . . .
Eliminations . . . . . . . . .
Total . . . . . . . . . . . . $ 1,804,741 $ — $ 1,804,741 $ (87,352) $ 585,543 $ 6,439,985 $
394,508
2,847
3,400
400,755
7,351
408,106
—
408,106
External
Sales
Inter-
Segment
Total
Sales
Segment
Operating
Income (Loss) Depreciation
Total
Assets
Additions
to Long-Lived
Assets
(in thousands)
September 30, 2016
Contract Drilling
U.S. Land . . . . . . . . . $ 1,242,462 $ — $ 1,242,462 $
138,601
Offshore. . . . . . . . . . .
229,894
International Land . .
1,610,957
13,275
1,624,232
—
138,601
229,894
1,610,957
14,130
1,625,087
(855)
—
—
—
855
855
(855)
Other . . . . . . . . . . . . . . .
Eliminations . . . . . . . . .
Total . . . . . . . . . . . . $ 1,624,232 $ — $ 1,624,232 $
74,118 $ 508,237 $ 5,005,299 $
15,659
(14,086)
75,691
(7,491)
68,200
—
12,495
57,102
577,834
20,753
598,587
—
68,200 $ 598,587 $ 6,831,955 $
105,152
487,181
5,597,632
1,234,323
6,831,955
—
209,156
9,694
2,364
221,214
20,076
241,290
—
241,290
External
Sales
Inter-
Segment
Total
Sales
Segment
Operating
Income (Loss) Depreciation
Total
Assets
Additions
to Long-Lived
Assets
(in thousands)
September 30, 2015
Contract Drilling
U.S. Land . . . . . . . . . $ 2,523,518 $ — $ 2,523,518 $ 698,375 $ 519,950 $ 5,429,179 $
Offshore. . . . . . . . . . .
International Land . .
949,978
16,100
241,666
39,645
382,331
1,005,723
3,147,515
27,518
15,067
1,033,241
3,162,582
—
(880)
Total . . . . . . . . . . . . $ 3,161,702 $ — $ 3,161,702 $ 748,373 $ 608,039 $ 7,139,145 $ 1,033,241
118,852
565,712
6,113,743
1,025,402
7,139,145
—
241,666
382,331
3,147,515
14,187
3,161,702
—
11,659
57,334
588,943
19,096
608,039
—
68,002
(7,093)
759,284
(10,911)
748,373
—
—
—
—
880
880
(880)
Other . . . . . . . . . . . . . . .
Eliminations . . . . . . . . .
93
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 15 SEGMENT INFORMATION (Continued)
The following table reconciles segment operating income (loss) to income from continuing operations before
income taxes as reported on the Consolidated Statements of Operations:
2017
Year Ended September 30,
2016
(in thousands)
2015
Segment operating income (loss) . . . . . . . . . . . . . . . . . . . $ (87,352) $ 68,200 $ 748,373
11,834
Income from asset sales . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate general and administrative costs and corporate
depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . .
(105,816)
(172,541)
(104,062)
(25,966)
(88,244)
671,963
20,627
9,896
Other income (expense)
Interest and dividend income . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on investment securities . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total unallocated amounts . . . . . . . . . . . . . . . . . . . .
Income (loss) from continuing operations before income
taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $(184,598) $ (72,667) $ 661,879
3,166
(22,913)
(25,989)
(965)
(46,701)
5,915
(19,747)
—
1,775
(12,057)
5,840
(15,023)
—
(901)
(10,084)
The following table presents revenues from external customers and long-lived assets by country based on the
location of service provided:
Operating Revenues
2017
Year Ended September 30,
2016
(in thousands)
2015
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,591,769 $ 1,386,786 $ 2,750,043
177,984
Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70,076
Colombia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30,987
Ecuador . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
132,612
Other Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,804,741 $ 1,624,232 $ 3,161,702
157,257
37,554
6
18,155
159,427
20,488
4,948
52,583
Long-Lived Assets
United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,686,235 $ 4,804,328 $ 5,149,315
211,862
Argentina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
102,401
Colombia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28,918
Ecuador . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70,674
Other Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,001,051 $ 5,144,733 $ 5,563,170
155,978
81,798
22,298
54,742
183,286
91,815
438
64,866
Long-lived assets are comprised of property, plant and equipment.
94
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 15 SEGMENT INFORMATION (Continued)
Revenues from one customer accounted for approximately 9 percent, 8 percent and 6 percent of total operating
revenues during the years ended September 30, 2017, 2016 and 2015, respectively. Revenues from another customer
accounted for approximately 9 percent, 9 percent and 5 percent of total operating revenues during the years ended
September 30, 2017, 2016 and 2015, respectively. Collectively, the receivables from these customers were $59.0 million
and $58.1 million at September 30, 2017 and 2016, respectively.
NOTE 16 GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION
In March 2015, Helmerich & Payne International Drilling Co. (“the issuer”), a 100 percent owned subsidiary of
Helmerich & Payne, Inc. (“parent”, “the guarantor”), issued senior unsecured notes with an aggregate principal amount
of $500.0 million. The notes are fully and unconditionally guaranteed by the parent. No subsidiaries of the parent
currently guarantee the notes, subject to certain provisions that if any subsidiary guarantees certain other debt of the
issuer or parent, then such subsidiary will provide a guarantee of the obligation under the notes.
In connection with the notes, we are providing the following condensed consolidating financial information in
accordance with the Securities and Exchange Commission disclosure requirements. Each entity in the consolidating
financial information follows the same accounting policies as described in the consolidated financial statements.
Condensed consolidating financial information for the issuer, Helmerich & Payne International Drilling Co., and parent,
guarantor, Helmerich & Payne, Inc. is shown in the tables below.
95
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 16 GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(in thousands)
Guarantor/
Parent
Issuer
Year Ended September 30, 2017
Non-Guarantor
Subsidiaries Eliminations Consolidated
Total
Subsidiary
Operating revenue . . . . . . . . . . . . . . . . . . . . . . . . . $
Operating costs and other . . . . . . . . . . . . . . . . . . .
— $ 1,575,787 $ 229,021
254,125
1,707,473
16,566
$
(67) $ 1,804,741
1,977,282
(882)
Operating income (loss) from continuing
operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expense), net . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in net income (loss) of subsidiaries . . . . .
Loss from continuing operations before income
taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(16,566)
(131,686)
(25,104)
815
(172,541)
(240)
(398)
(116,212)
7,342
(20,136)
(8,012)
1,403
787
—
(815)
—
124,224
7,690
(19,747)
—
(133,416)
(152,492)
(22,914)
124,224
(184,598)
Income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . .
Loss from continuing operations . . . . . . . . . . . . .
(5,204)
(128,212)
(38,600)
(113,892)
(12,931)
(9,983)
—
124,224
(56,735)
(127,863)
Income from discontinued operations before
income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax provision . . . . . . . . . . . . . . . . . . . . . . .
Loss from discontinued operations . . . . . . . . . . .
—
—
—
—
—
—
3,285
3,634
(349)
—
—
—
3,285
3,634
(349)
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (128,212) $ (113,892) $ (10,332)
$ 124,224 $ (128,212)
96
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 16 GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
Guarantor/
Parent
Subsidiary Subsidiaries
Year Ended September 30, 2017
Non-Guarantor
Issuer
Total
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (128,212) $ (113,892) $ (10,332)
Other comprehensive income, net of income taxes:
Unrealized depreciation on securities, net . . . . . .
Minimum pension liability adjustments, net . . . .
Other comprehensive income . . . . . . . . . . . . . . . .
—
—
—
Comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . $ (127,352) $ (112,248) $ (10,332)
(829)
2,473
1,644
—
860
860
Eliminations Consolidated
$ 124,224 $ (128,212)
—
—
—
(829)
3,333
2,504
$ 124,224 $ (125,708)
CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
(in thousands)
Year Ended September 30, 2016
Guarantor/
Parent
Issuer
Subsidiary
Non-Guarantor
Subsidiaries
Eliminations Consolidated
Total
Operating revenue . . . . . . . . . . . . . . . . . . . . . . . . . $
Operating costs and other . . . . . . . . . . . . . . . . . . .
— $ 1,373,511
1,358,269
13,145
$250,791 $
280,107
(70)
(1,323)
$ 1,624,232
1,650,198
Operating income (loss) from continuing
operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other expense, net . . . . . . . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in net income (loss) of subsidiaries . . . . .
Loss from continuing operations before income
taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(13,145)
15,242
(29,316)
1,253
(25,966)
(194)
(375)
(47,166)
(22,243)
(20,256)
(14,472)
(98)
(2,282)
—
(1,253)
—
61,638
(23,788)
(22,913)
—
(60,880)
(41,729)
(31,696)
61,638
(72,667)
Income tax provision (benefit) . . . . . . . . . . . . . . .
Loss from continuing operations . . . . . . . . . . . . .
(4,052)
(56,828)
5,127
(46,856)
(20,752)
(10,944)
—
61,638
(19,677)
(52,990)
Income from discontinued operations before
income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax provision . . . . . . . . . . . . . . . . . . . . . . .
Loss from discontinued operations . . . . . . . . . . .
—
—
—
—
—
—
2,360
6,198
(3,838)
—
—
—
2,360
6,198
(3,838)
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (56,828) $
(46,856)
$ (14,782) $ 61,638
$
(56,828)
97
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 16 GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands)
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (56,828) $ (46,856) $
Other comprehensive loss, net of income taxes:
Guarantor/
Parent
Year Ended September 30, 2016
Issuer
Non-Guarantor
Total
Subsidiary Subsidiaries Eliminations Consolidated
(14,782) $ 61,638 $ (56,828)
Unrealized appreciation on securities, net . . . . . . . . .
Reclassification of realized losses in
net income, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Minimum pension liability adjustments, net . . . . . . .
Other comprehensive income (loss) . . . . . . . . . . . . .
—
2,772
—
—
2,772
—
(63)
(63)
926
(2,462)
1,236
—
—
—
926
(2,525)
1,173
(14,782) $ 61,638 $ (55,655)
—
—
—
Comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (56,891) $ (45,620) $
CONDENSED CONSOLIDATING STATEMENTS OF INCOME
(in thousands)
Year Ended September 30, 2015
Guarantor/
Parent
Issuer
Subsidiary
Non-Guarantor
Subsidiaries Eliminations Consolidated
Total
Operating revenue . . . . . . . . . . . . . . . . . . . . . . . . . $
Operating costs and other . . . . . . . . . . . . . . . . . . .
— $ 2,735,863 $
10,875
2,037,465
425,914 $
444,503
(75) $ 3,161,702
2,489,739
(3,104)
Operating income (loss) from continuing
operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other income (expense), net . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . .
Equity in net income of subsidiaries . . . . . . . . . .
Income (loss) from continuing
operations before income taxes . . . . . . . . . . . . . .
(10,875)
698,398
(18,589)
3,029
671,963
(91)
(159)
427,342
7,523
(8,955)
(13,128)
536
(5,909)
—
(3,029)
—
(414,214)
4,939
(15,023)
—
416,217
683,838
(23,962)
(414,214)
661,879
Income tax provision . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from continuing operations . . . . . .
(4,210)
420,427
258,536
425,302
(12,921)
(11,041)
—
(414,214)
241,405
420,474
Loss from discontinued operations
before income taxes . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . .
Loss from discontinued operations . . . . . . . . . . .
—
—
—
—
—
—
(124)
(77)
(47)
—
—
—
(124)
(77)
(47)
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . $ 420,427 $ 425,302 $
(11,088) $ (414,214) $
420,427
98
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 16 GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Guarantor/
Issuer
Non-Guarantor
Total
Parent
Subsidiary Subsidiaries
Eliminations Consolidated
Year Ended September 30, 2015
(11,088) $ (414,214) $ 420,427
—
—
—
(80,217)
(4,286)
(84,503)
(11,088) $ (414,214) $ 335,924
—
—
—
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . $ 420,427 $ 425,302 $
Other comprehensive loss, net of income taxes:
Unrealized depreciation on securities, net . . . . . .
Minimum pension liability adjustments, net . . . .
Other comprehensive loss . . . . . . . . . . . . . . . . . .
—
(666)
(666)
(80,217)
(3,620)
(83,837)
Comprehensive income (loss) . . . . . . . . . . . . . . . . $ 419,761 $ 341,465 $
99
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 16 GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONDENSED CONSOLIDATING BALANCE SHEETS
(in thousands)
Guarantor/
Parent
Issuer
September 30, 2017
Non-Guarantor
Total
Subsidiary Subsidiaries
Eliminations Consolidated
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable, net of reserve . . . . . . . . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current assets of discontinued operations . . . . . . . . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(587) $ 508,091 $
—
766
—
12,200
—
12,379
44,491
411,599
102,470
6,383
—
1,073,034
13,871 $
—
64,714
34,734
36,979
3
150,301
— $
—
(5)
—
(442)
—
(447)
521,375
44,491
477,074
137,204
55,120
3
1,235,267
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . .
Intercompany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets, net of amortization . . . . . . . . . . . . . . . . . . . . . . . .
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
13,853
49,851
90,885
—
—
4,955
5,470,050
70,173
4,609,144
1,746,662
—
—
3,839
183,382
—
342,056
248,540
51,705
50,785
8,360
—
—
—
(2,086,087)
—
—
—
(5,653,432)
84,026
5,001,051
—
51,705
50,785
17,154
—
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,641,973 $ 7,686,234 $
851,747 $ (7,739,966) $ 6,439,988
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current liabilities of discontinuedoperations . . . . . . . . . . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
82,360 $
26,698
—
109,058
48,679 $
4,589 $
— $
148,491
—
197,170
33,941
74
38,604
(447)
—
(447)
135,628
208,683
74
344,385
Noncurrent liabilities:
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intercompany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncurrent liabilities of discontinued operations . . . . . . . . . . . . . .
Total noncurrent liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
—
(11,201)
1,354,068
25,457
—
1,368,324
492,902
1,286,381
210,823
43,471
—
2,033,577
—
57,509
521,096
32,481
4,012
615,098
—
—
(2,085,987)
—
—
(2,085,987)
492,902
1,332,689
—
101,409
4,012
1,931,012
Shareholders’ equity:
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income . . . . . . . . . . . . . . . . . .
Treasury stock, at cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11,196
487,248
3,855,686
2,300
(191,839)
4,164,591
100
52,437
5,396,212
6,738
—
5,455,487
—
1,039
197,006
—
—
198,045
(100)
(53,476)
(5,593,218)
(6,738)
—
(5,653,532)
11,196
487,248
3,855,686
2,300
(191,839)
4,164,591
Total liabilities and shareholders’ equity . . . . . . . . . . . . . . . . . . . . . $ 5,641,973 $ 7,686,234 $
851,747 $ (7,739,966) $ 6,439,988
100
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 16 GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONDENSED CONSOLIDATING BALANCE SHEETS (Continued)
(in thousands)
Guarantor/
Parent
Issuer
Subsidiary
September 30, 2016
Non-Guarantor
Subsidiaries Eliminations Consolidated
Total
ASSETS
Current assets:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . $
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable, net of reserve . . . . . . . . . . . . . . . . .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . .
Assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current assets of discontinued operations . . . . . . . . . . . .
Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . .
(955) $
—
2
—
6,928
—
—
5,975
Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant and equipment, net . . . . . . . . . . . . . . . . . . .
Intercompany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets, net of amortization . . . . . . . . . . . . . . . . .
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
13,431
59,173
16,147
—
—
233
5,579,713
5,674,672 $
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current liabilities of discontinued operations . . . . . . . . . .
Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . .
80,000 $
1,822
—
81,822
Noncurrent liabilities:
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . .
Intercompany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Noncurrent liabilities of discontinued operations . . . . . . .
Total noncurrent liabilities . . . . . . . . . . . . . . . . . . . . . .
Shareholders’ equity:
Common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income (loss) . . . . . .
Treasury stock, at cost . . . . . . . . . . . . . . . . . . . . . . . . . .
Total shareholders’ equity . . . . . . . . . . . . . . . . . . . . . .
—
(5,930)
1,016,673
21,182
—
1,031,925
11,140
448,452
4,289,807
(204)
(188,270)
4,560,925
899,028 $
44,148
325,325
87,946
20,625
18,471
—
1,395,543
71,524
4,716,736
1,399,323
—
—
267
208,118
7,791,511 $
7,488 $
—
51,121
36,379
71,753
26,881
64
193,686
—
368,824
260,939
4,718
919
23,508
—
852,594 $
— $
—
(1,279)
—
(21,239)
—
—
(22,518)
—
—
(1,676,409)
—
—
—
(5,787,831)
(7,486,758) $
905,561
44,148
375,169
124,325
78,067
45,352
64
1,572,686
84,955
5,144,733
—
4,718
919
24,008
—
6,832,019
10,868 $
5,828 $
176,985
—
187,853
491,847
1,303,324
209,276
36,379
—
2,040,826
100
47,533
5,510,105
5,094
—
5,562,832
35,598
59
41,485
—
45,062
491,838
45,220
3,890
586,010
—
549
224,550
—
—
225,099
(1,274) $
20,234
—
18,960
95,422
234,639
59
330,120
—
—
(1,717,787)
—
—
(1,717,787)
(100)
(48,082)
(5,734,655)
(5,094)
—
(5,787,931)
491,847
1,342,456
—
102,781
3,890
1,940,974
11,140
448,452
4,289,807
(204)
(188,270)
4,560,925
Total liabilities and shareholders’ equity . . . . . . . . . . . . . . $
5,674,672 $
7,791,511 $
852,594 $
(7,486,758) $
6,832,019
101
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 16 GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
(in thousands)
Guarantor/
Parent
Issuer
September 30, 2017
Non-Guarantor
Total
Subsidiary Subsidiaries
Eliminations Consolidated
Net cash provided by (used in) operating activities . . . . $
(3,828) $ 349,929
$ 11,116
$ —
$
357,217
INVESTING ACTIVITIES:
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of short-term investments . . . . . . . . . . . . . .
Acquisition of business, net cash received . . . . . . . . .
Proceeds from sale of short-term investments . . . . . . .
Intercompany transfers . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from asset sales . . . . . . . . . . . . . . . . . . . . . .
Net cash used in investing activities . . . . . . . . . . . . .
(4,264)
—
(70,416)
—
74,680
—
—
(387,392)
(69,866)
—
69,449
(74,680)
22,724
(439,765)
(5,911)
—
—
—
—
688
(5,223)
FINANCING ACTIVITIES:
Intercompany transfers . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercise of stock options, net of tax withholding . . . .
Tax withholdings related to net share settlements of
restricted stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefit from stock-based compensation . .
Net cash provided by (used in) financing activities .
305,515
(305,515)
10,534
(305,515)
—
—
(5,848)
(490)
4,196
—
4,414
(301,101)
—
—
—
—
490
490
—
—
—
—
—
—
—
—
—
—
—
—
—
(397,567)
(69,866)
(70,416)
69,449
—
23,412
(444,988)
—
(305,515)
10,534
(5,848)
4,414
(296,415)
Net increase (decrease) in cash and cash equivalents . .
Cash and cash equivalents, beginning of period . . . . . .
Cash and cash equivalents, end of period . . . . . . . . . . . $
(390,937)
368
(955)
899,028
(587) $ 508,091
6,383
7,488
$ 13,871
—
—
$ —
(384,186)
905,561
521,375
$
102
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 16 GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Continued)
(in thousands)
Guarantor/
Parent
Issuer
September 30, 2016
Non-Guarantor
Total
Subsidiary Subsidiaries Eliminations Consolidated
Net cash provided by (used in) operating activities . . . . $
3,521 $
776,364
$ (26,288)
$ —
$
753,597
INVESTING ACTIVITIES:
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of short-term investments . . . . . . . . . . . . . .
Proceeds from sale of short-term investments. . . . . . .
Intercompany transfers . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from asset sales . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by (used in) investing activities .
(16,119)
—
—
16,119
9
9
(235,078)
(57,276)
58,381
(16,119)
19,237
(230,855)
(5,972)
—
—
—
2,599
(3,373)
FINANCING ACTIVITIES:
Payments on long-term debt . . . . . . . . . . . . . . . . . . . .
Debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intercompany transfers . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercise of stock options, net of tax withholding . . . .
Tax withholdings related to net share settlements of
restricted stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefit from stock-based compensation . .
Net cash provided by (used in) financing activities .
—
—
300,152
(300,152)
1,040
(40,000)
(1,111)
(300,152)
—
—
(3,912)
(775)
(3,647)
—
1,509
(339,754)
—
—
—
—
—
—
200
200
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(257,169)
(57,276)
58,381
—
21,845
(234,219)
(40,000)
(1,111)
—
(300,152)
1,040
(3,912)
934
(343,201)
Net increase (decrease) in cash and cash equivalents . .
Cash and cash equivalents, beginning of period . . . . . .
Cash and cash equivalents, end of period . . . . . . . . . . . $
(117)
(838)
(955) $
205,755
693,273
899,028
(29,461)
36,949
7,488
$
—
—
$ —
176,177
729,384
905,561
$
103
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 16 GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION (Continued)
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Continued)
(in thousands)
Guarantor/
Parent
Issuer
September 30, 2015
Non-Guarantor
Total
Subsidiary Subsidiaries
Eliminations Consolidated
Net cash provided by operating activities . . . . . . . . . . . $
3,623 $ 1,379,707 $ 45,244
$—
$ 1,428,574
INVESTING ACTIVITIES:
Capital expenditures . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of short-term investments . . . . . . . . . . . . . .
Intercompany transfers . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from asset sales . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by (used in) investing activities .
(24,818) (1,064,288)
—
(45,607)
24,818
(24,818)
21,329
1
1 (1,113,384)
(42,339)
—
—
1,313
(41,026)
FINANCING ACTIVITIES:
Payments on long-term debt . . . . . . . . . . . . . . . . . . . .
Proceeds from senior notes, net of discount . . . . . . . .
Debt issuance costs . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds on short-term debt . . . . . . . . . . . . . . . . . . . .
Payments on short-term debt . . . . . . . . . . . . . . . . . . . .
Repurchase of common stock . . . . . . . . . . . . . . . . . . .
Intercompany transfers . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exercise of stock options, net of tax withholding . . . .
Tax withholdings related to net share settlements of
restricted stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Excess tax benefit from stock-based compensation . .
Net cash provided by (used in) financing activities .
—
—
—
—
—
(59,654)
358,021
(298,367)
2,650
(5,140)
78
(2,412)
(40,000)
497,125
(5,474)
—
—
—
(358,021)
—
—
—
3,665
97,295
—
—
—
1,002
(1,002)
—
—
—
—
—
29
29
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(1,131,445)
(45,607)
—
22,643
(1,154,409)
(40,000)
497,125
(5,474)
1,002
(1,002)
(59,654)
—
(298,367)
2,650
(5,140)
3,772
94,912
Net increase in cash and cash equivalents . . . . . . . . . . .
Cash and cash equivalents, beginning of period . . . . . .
Cash and cash equivalents, end of period . . . . . . . . . . . $
1,212
(2,050)
(838) $
4,247
363,618
32,702
329,655
693,273 $ 36,949
—
—
$—
369,077
360,307
729,384
$
104
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 17 SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
(in thousands, except per share amounts)
2017
Operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $368,590
(49,164)
Operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(34,554)
Loss from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(35,063)
Basic earnings per common share:
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
$405,283 $498,564 $532,304
(29,677)
(28,028)
(65,672)
(21,711)
(23,125)
(48,473)
(22,532)
(21,799)
(48,818)
Loss from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings per common share:
Loss from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(0.33)
(0.33)
(0.33)
(0.33)
(0.45)
(0.45)
(0.45)
(0.45)
(0.22)
(0.21)
(0.22)
(0.21)
(0.20)
(0.21)
(0.20)
(0.21)
1st Quarter 2nd Quarter 3rd Quarter 4th Quarter
2016
Operating revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $487,847 $438,191 $366,486 $331,708
(93,001)
Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(72,869)
Income (loss) from continuing operations . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(72,835)
Basic earnings per common share:
(13,256)
(21,193)
(21,200)
38,670
15,898
16,002
41,621
25,174
21,205
Income (loss) from continuing operations . . . . . . . . . . . . . . . . . . . . .
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted earnings per common share:
Income (loss) from continuing operations . . . . . . . . . . . . . . . . . . . . .
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
0.15
0.15
0.15
0.15
0.23
0.19
0.23
0.19
(0.20)
(0.20)
(0.20)
(0.20)
(0.68)
(0.68)
(0.68)
(0.68)
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.
In the first quarter of fiscal 2017, net loss includes an after-tax gain from the sale of assets of $0.6 million,
$0.01 per share on a diluted basis.
In the second quarter of fiscal 2017, net loss includes an after-tax gain from the sale of assets of $10.1 million,
$0.09 per share on a diluted basis.
In the third quarter of fiscal 2017, net loss includes an after-tax gain from the sale of assets of $1.3 million,
$0.01 per share on a diluted basis.
In the fourth quarter of fiscal 2017, net loss includes an after-tax gain from the sale of assets of $2.3 million,
$0.02 per share on a diluted basis.
In the first quarter of fiscal 2016, net income includes an after-tax gain from the sale of assets of $2.9 million,
$0.03 per share on a diluted basis and an after-tax loss related to currency exchange losses of approximately $5.4
million, $0.05 per share on a diluted basis.
In the second quarter of fiscal 2016, net income includes an after-tax gain from the sale of assets of $1.5
million, $0.01 per share on a diluted basis.
105
Notes to Consolidated Financial Statements (Continued)
HELMERICH & PAYNE, INC.
NOTE 17 SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) (Continued)
In the third quarter of fiscal 2016, net loss includes an after-tax impairment charge, primarily related to used
drilling equipment, of approximately $2.9 million, $0.03 per share on a diluted basis.
In the fourth quarter of fiscal 2016, net loss includes an after-tax gain from the sale of assets of $1.4 million,
$0.01 per share on a diluted basis.
In the fourth quarter of fiscal 2016, net loss includes an after-tax loss from an other-than-temporary impairment
of available-for-sale securities of $15.9 million, $0.15 loss per share on a diluted basis.
In the fourth quarter of fiscal 2016, net loss includes an after-tax loss from a litigation settlement of $12.0
million, $0.11 loss per share on a diluted basis.
106
Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
Item 9A. CONTROLS AND PROCEDURES
a)
Evaluation of Disclosure Controls and Procedures.
As of the end of the period covered by this Form 10-K, our management, under the supervision and with the
participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Securities
Exchange Act of 1934, as amended) as of September 30, 2017. Based on that evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that:
•
•
our disclosure controls and procedures are effective at ensuring that information required to be disclosed by
us in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and
our disclosure controls and procedures operate such that important information flows to appropriate
collection and disclosure points in a timely manner and are effective to ensure that such information is
accumulated and communicated to our management, and made known to our Chief Executive Officer and
Chief Financial Officer, particularly during the period when this Form 10-K was prepared, as appropriate to
allow timely decision regarding the required disclosure.
b)
Management’s Report on Internal Control over Financial Reporting.
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting as defined in Rule 13a-15(f) or 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal
control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. Our internal control over financial reporting includes those policies and procedures that:
(i)
(ii)
(iii)
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of our assets;
provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with authorizations of our management and the
Board of Directors; and
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use
or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions or that the degree of compliance with the policies or
procedures may deteriorate.
Management, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an
evaluation of the effectiveness of internal control over financial reporting based on criteria established in the Internal
Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of
controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Although there are
107
inherent limitations in the effectiveness of any system of internal control over financial reporting, based on this
evaluation, management has concluded that our internal control over financial reporting was effective as of
September 30, 2017.
The independent registered public accounting firm that audited our financial statements, Ernst & Young LLP,
has issued an attestation report on our internal control over financial reporting. This report appears below at the end of
this Item 9A of Form 10-K.
c)
Changes in Internal Control Over Financial Reporting.
There were no changes in our internal control over financial reporting during our fourth fiscal quarter of 2017
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
***
108
Report of Independent Registered Public Accounting Firm
The Board of Directors and Shareholders of
Helmerich & Payne, Inc.
We have audited Helmerich & Payne, Inc.’s internal control over financial reporting as of September 30, 2017,
based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) (the “COSO criteria”). Helmerich & Payne, Inc.’s
management is responsible for maintaining effective internal control over financial reporting, and for its assessment of
the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on
Internal Control over Financial Reporting. Our responsibility is to express an opinion on the company’s internal control
over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining
an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such
other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis
for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance
with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a
material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.
In our opinion, Helmerich & Payne, Inc. maintained, in all material respects, effective internal control over
financial reporting as of September 30, 2017, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheets of Helmerich & Payne, Inc. as of September 30, 2017 and 2016, and the
related consolidated statements of operations, comprehensive income (loss), shareholders’ equity, and cash flows for
each of the three years in the period ended September 30, 2017, and our report dated November 22, 2017 expressed an
unqualified opinion thereon.
/s/ Ernst & Young LLP
Tulsa, Oklahoma
November 22, 2017
109
Item 9B. OTHER INFORMATION
None.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item is incorporated herein by reference to the material under the captions
“Proposal 1—Election of Directors,” “Corporate Governance” and “Section 16(a) Beneficial Ownership Reporting
Compliance” in our definitive Proxy Statement for the Annual Meeting of Stockholders to be held March 7, 2018, to be
filed with the SEC not later than 120 days after September 30, 2017. Information required under this item with respect to
executive officers under Item 401 of Regulation S-K appears under “Executive Officers of the Company” in Part I of this
Form 10-K.
We have adopted a Code of Ethics for Principal Executive Officer and Senior Financial Officers. The text of
this code is located on our website under “Corporate Governance.” Our Internet address is www.hpinc.com. We intend
to disclose any amendments to or waivers from this code on our website.
Item 11. EXECUTIVE COMPENSATION
The information required by this item regarding executive compensation, as well as director compensation and
compensation committee interlocks and insider participation is incorporated herein by reference to the material
beginning with the caption “Executive Compensation Discussion and Analysis” and ending with the caption “Potential
Payments Upon Change-in-Control”, as well as under the captions “Director Compensation in Fiscal 2017” and
“Corporate Governance—Compensation Committee Interlocks and Insider Participation” in our definitive Proxy
Statement for the Annual Meeting of Stockholders to be held March 7, 2018, to be filed with the SEC not later than
120 days after September 30, 2017.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated herein by reference to the material under the captions
“Summary of All Existing Equity Compensation Plans,” “Security Ownership of Certain Beneficial Owners” and
“Security Ownership of Management” in our definitive Proxy Statement for the Annual Meeting of Stockholders to be
held March 7, 2018, to be filed with the SEC not later than 120 days after September 30, 2017.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this item is incorporated herein by reference to the material under the captions
“Corporate Governance—Transactions With Related Persons, Promoters and Certain Control Persons” and “Corporate
Governance—Director Independence” in our definitive Proxy Statement for the Annual Meeting of Stockholders to be
held March 7, 2018, to be filed with the SEC not later than 120 days after September 30, 2017.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated herein by reference to the material under the caption
“Proposal 2—Ratification of Appointment of Independent Auditors—Audit Fees” in our definitive Proxy Statement for
the Annual Meeting of Stockholders to be held March 7, 2018, to be filed with the SEC not later than 120 days after
September 30, 2017.
110
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
PART IV
1. Financial Statements: Our consolidated financial statements, together with the notes thereto and the report
of Ernst & Young LLP dated November 22, 2017, are listed below and included in Item 8—“Financial Statements and
Supplementary Data” of this Form 10-K.
Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Operations for the Years Ended September 30, 2017, 2016 and 2015 . . . . . . . . . . . . . .
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended September 30, 2017, 2016 and
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets at September 30, 2017 and 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Shareholders’ Equity for the Years Ended September 30, 2017, 2016 and 2015 . . . . .
Consolidated Statements of Cash Flows for the Years Ended September 30, 2017, 2016 and 2015 . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Page
51
52
53
54
56
57
58
2. Financial Statement Schedules: All schedules are omitted because they are not applicable or required or
because the required information is contained in the financial statements or included in the notes thereto.
3. Exhibits. The following documents are included as exhibits to this Form 10-K. Exhibits incorporated by
reference are duly noted as such.
2.1 Agreement and Plan of Merger dated May 22, 2017 between Helmerich & Payne, Inc., MOTIVE Drilling
Technologies, Inc., Spring Merger Sub, Inc., and Shareholder Representative Services LLC is incorporated
herein by reference to Exhibit 2.1 of the Company’s Quarterly Report on Form 10-Q to the Securities and
Exchange Commission for the quarter ended June 30, 2017, SEC File No. 001-04221.
3.1 Amended and Restated Certificate of Incorporation of Helmerich & Payne, Inc. is incorporated herein by
reference to Exhibit 3.1 of the Company’s Form 8-K filed on March 14, 2012, SEC File No. 001-04221.
3.2 Amended and Restated By-laws of Helmerich & Payne, Inc. are incorporated herein by reference to
Exhibit 3.1 of the Company’s Form 8-K filed on September 7, 2016, SEC File No. 001-04221.
4.1 Base Indenture, dated March 19, 2015, by and between Helmerich & Payne International Drilling Co.,
Helmerich & Payne, Inc. and Wells Fargo Bank, National Association is incorporated herein by reference to
Exhibit 4.1 of the Company’s Form 8-K filed on March 19, 2015, SEC File No. 001-04221.
4.2 First Supplemental Indenture, dated March 19, 2015, by and between Helmerich & Payne International
Drilling Co., Helmerich & Payne, Inc. and Wells Fargo Bank, National Association is incorporated herein by
reference to Exhibit 4.2 of the Company’s Form 8-K filed on March 19, 2015, SEC File No. 001-04221.
4.3 Form of Note (included in Exhibit 4.2 above).
*10.1 Change of Control Agreement applicable to Chief Executive Officer and form of Change of Control
Agreement applicable to certain other officers (other than CEO) and employees of Helmerich & Payne, Inc.
are incorporated herein by reference to Exhibits 10.1 and 10.2 of the Company’s Quarterly Report on
Form 10-Q to the Securities and Exchange Commission for the quarter ended June 30, 2016, SEC File
No. 001-04221.
10.2 Credit Agreement dated July 13, 2016, among Helmerich & Payne International Drilling Co., Helmerich &
Payne, Inc. and Wells Fargo Bank, National Association is incorporated by reference to Exhibit 10.1 of the
Company’s Form 8-K filed on July 13, 2016, SEC File No. 001-04221.
111
10.3 Office Lease dated May 30, 2003, between K/B Fund IV and Helmerich & Payne, Inc. is incorporated herein
by reference to Exhibit 10.18 of the Company’s Annual Report on Form 10-K to the Securities and Exchange
Commission for fiscal 2003, SEC File No. 001-04221.
10.4 First Amendment to Lease between ASP, Inc. and Helmerich & Payne, Inc. is incorporated herein by
reference to Exhibit 10.1 of the Company’s Form 8-K filed on May 29, 2008, SEC File No. 001-04221.
10.5 Second Amendment to Office Lease dated December 13, 2011, between ASP, Inc. and Helmerich &
Payne, Inc. is incorporated herein by reference to Exhibit 10.1 of Form 8-K filed by the Company on
December 14, 2011, SEC File No. 001-04221.
10.6 Third Amendment to Office Lease dated September 5, 2012, between ASP, Inc. and Helmerich & Payne, Inc.
(with form of Fourth Amendment to Office Lease attached thereto as Exhibit “B”) is incorporated herein by
reference to Exhibit 10.12 of the Company’s Annual Report on Form 10-K to the Securities and Exchange
Commission for fiscal 2012, SEC File No. 001-04221.
10.7 Fifth Amendment to Office Lease dated December 21, 2012, between ASP, Inc. and Helmerich & Payne, Inc.
is incorporated herein by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q to the
Securities and Exchange Commission for the quarter ended December 31, 2012, SEC File No. 001-04221.
10.8 Sixth Amendment to Office Lease dated April 24, 2013, between ASP, Inc. and Helmerich & Payne, Inc. is
incorporated herein by reference to Exhibit 10.1 of Form 8-K filed by the Company on April 26, 2013, SEC
File No. 001-04221.
10.9 Seventh Amendment to Office Lease dated September 16, 2013, between ASP, Inc. and Helmerich &
Payne, Inc. is incorporated herein by reference to Exhibit 10.1 of Form 8-K filed by the Company on
September 17, 2013, SEC File No. 001-04221.
10.10 Eighth Amendment to Office Lease dated March 24, 2014, between ASP, Inc. and Helmerich & Payne, Inc.
is incorporated herein by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q to the
Securities and Exchange Commission for the quarter ended March 31, 2014, SEC File No. 001-04221.
10.11 Ninth Amendment to Office Lease dated June 16, 2014, between ASP, Inc. and Helmerich & Payne, Inc. is
incorporated herein by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q to the
Securities and Exchange Commission for the quarter ended June 30, 2014, SEC File No. 001-04221.
10.12 Tenth Amendment to Office Lease dated November 26, 2014, between ASP, Inc. and Helmerich &
Payne, Inc. is incorporated herein by reference to Exhibit 10.5 of the Company’s Quarterly Report on
Form 10-Q to the Securities and Exchange Commission for the quarter ended December 31, 2014, SEC File
No. 001-04221.
10.13 Eleventh Amendment to Office Lease dated February 18, 2015, and Twelfth Amendment to Office Lease
dated June 30, 2015, both between Helmerich & Payne, Inc. and ASP, Inc., are incorporated herein by
reference to Exhibits 10.1 and 10.2 of the Company’s Quarterly Report on Form 10-Q to the Securities and
Exchange Commission for the quarter ended June 30, 2015, SEC File No. 001-04221.
10.14 Thirteenth Amendment to Office Lease dated October 9, 2015, between ASP, Inc. and Helmerich &
Payne, Inc. is incorporated herein by reference to Exhibit 10.1 of the Company’s Annual Report on
Form 10-K to the Securities and Exchange Commission for fiscal 2015, SEC File No. 001-04221.
10.15 Fourteenth Amendment to Office Lease dated October 9, 2015, between ASP, Inc. and Helmerich & Payne,
Inc. is incorporated herein by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q to
the Securities and Exchange Commission for the quarter ended March 31, 2017, SEC File No. 001-04221.
112
10.16 Fifteenth Amendment to Office Lease dated August 25, 2017, between ASP, Inc. and Helmerich & Payne,
Inc.
*10.17 Helmerich & Payne, Inc. 2005 Long-Term Incentive Plan is incorporated herein by reference to Appendix
“A” of the Company’s Proxy Statement on Schedule 14A filed January 26, 2006.
*10.18
2012-1 Amendment to Helmerich & Payne, Inc. 2005 Long-Term Incentive Plan is incorporated herein by
reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q to the Securities and Exchange
Commission for the quarter ended March 31, 2012, SEC File No. 001-04221.
*10.19 Form of Agreements for Helmerich & Payne, Inc. 2005 Long-Term Incentive Plan applicable to certain
executives: (i) Nonqualified Stock Option Agreement, (ii) Incentive Stock Option Agreement, and (iii)
Restricted Stock Award Agreement are incorporated herein by reference to Exhibit 10.2 of the Company’s
Form 8-K filed on December 7, 2009, SEC File No. 001-04221.
*10.20 Form of Agreements for the Helmerich & Payne, Inc. 2005 Long-Term Incentive Plan applicable to
participants other than certain executives: Nonqualified Stock Option Agreement, Incentive Stock Option
Agreement, and Restricted Stock Award Agreement are incorporated herein by reference to Exhibit 10.3 of
the Company’s Form 8-K filed on December 7, 2009, SEC File No. 001-04221.
*10.21 Form of Amendment to Nonqualified Stock Option Agreements and Amendment to Restricted Stock Award
Agreements for the Helmerich & Payne, Inc. 2005 Long-Term Incentive Plan applicable to certain executive
officers are incorporated herein by reference to Exhibit 10.4 of the Company’s Form 8-K filed on December
7, 2009, SEC File No. 001-04221.
*10.22 Form of Amendment to Nonqualified Stock Option Agreements and Amendment to Restricted Stock Award
Agreements for the Helmerich & Payne, Inc. 2005 Long-Term Incentive Plan applicable to participants other
than certain executive officers are incorporated herein by reference to Exhibit 10.5 of the Company’s Form 8-
K filed on December 7, 2009, SEC File No. 001-04221.
*10.23 Helmerich & Payne, Inc. 2010 Long-Term Incentive Plan is incorporated herein by reference to Appendix
“A” of the Company’s Proxy Statement on Schedule 14A filed on January 26, 2011.
*10.24 Form of Agreements for Helmerich & Payne, Inc. 2010 Long-Term Incentive Plan applicable to certain
executives: (i) Nonqualified Stock Option Award Agreement is incorporated herein by reference to Exhibit
10.1 of the Company’s Form 8-K filed on March 14, 2012, SEC File No. 001-04221, and (ii) Restricted
Stock Award Agreement are incorporated herein by reference to Exhibit 10.1 of the Company’s Quarterly
Report on Form 10-Q to the Securities and Exchange Commission for the quarter ended December 31, 2013,
SEC File No. 001-04221.
*10.25 Form of Agreements for the Helmerich & Payne, Inc. 2010 Long-Term Incentive Plan applicable to
participants other than certain executives: (i) Nonqualified Stock Option Award Agreement is incorporated
herein by reference to Exhibit 10.2 of the Company’s Form 8-K filed on March 14, 2012, SEC File No. 001-
04221, and (ii) Restricted Stock Award Agreement are incorporated herein by reference to Exhibit 10.2 of the
Company’s Quarterly Report on Form 10-Q to the Securities and Exchange Commission for the quarter
ended December 31, 2013, SEC File No. 001-04221.
*10.26 Form of Agreements for the Helmerich & Payne, Inc. 2010 Long-Term Incentive Plan applicable to
Directors: (i) Nonqualified Stock Option Award Agreement and (ii) Restricted Stock Award Agreement are
incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on March 14, 2012, SEC File No.
001-04221.
113
*10.27 Helmerich & Payne, Inc. 2016 Omnibus Incentive Plan is incorporated herein by reference to Appendix “A”
of the Company’s Proxy Statement on Schedule 14A filed on January 19, 2016.
*10.28 Form of Agreements for Helmerich & Payne, Inc. 2016 Omnibus Incentive Plan applicable to certain
executives: (i) Nonqualified Stock Option Award Agreement and (ii) Restricted Stock Award Agreement are
incorporated by reference to Exhibit 10.26 of the Company’s Annual Report on Form 10-K to the Securities
and Exchange Commission for fiscal 2016, SEC File No. 001-04221.
*10.29 Form of Agreements for Helmerich & Payne, Inc. 2016 Omnibus Incentive Plan applicable to participants
other than certain executives: (i) Nonqualified Stock Option Award Agreement and (ii) Restricted Stock
Award Agreement are incorporated by reference to Exhibit 10.27 of the Company’s Annual Report on
Form 10-K to the Securities and Exchange Commission for fiscal 2016, SEC File No. 001-04221.
*10.30 Form of Agreements for Helmerich & Payne, Inc. 2016 Omnibus Incentive Plan applicable to Directors: (i)
Nonqualified Stock Option Award Agreement and (ii) Restricted Stock Award Agreement are incorporated
by reference to Exhibit 10.28 of the Company’s Annual Report on Form 10-K to the Securities and Exchange
Commission for fiscal 2016, SEC File No. 001-04221.
*10.31 Supplemental Retirement Income Plan for Salaried Employees of Helmerich & Payne, Inc. is incorporated
herein by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q to the Securities and
Exchange Commission for the quarter ended December 31, 2008, SEC File No. 001-04221.
*10.32 Supplemental Savings Plan for Salaried Employees of Helmerich & Payne, Inc. is incorporated herein by
reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q to the Securities and Exchange
Commission for the quarter ended December 31, 2008, SEC File No. 001-04221.
*10.33 Helmerich & Payne, Inc. Director Deferred Compensation Plan is incorporated herein by reference to Exhibit
10.3 of the Company’s Quarterly Report on Form 10-Q to the Securities and Exchange Commission for the
quarter ended December 31, 2008, SEC File No. 001-04221.
*10.34 Advisory Services Agreement dated March 5, 2014 between Helmerich & Payne, Inc. and Hans C.
Helmerich is incorporated herein by reference to Exhibit 10.1 of the Company’s Form 8-K filed on March 7,
2014, SEC File No. 001-04221.
10.35 Confidential Settlement Agreement and General Release of Claims entered into as of October 14, 2016
between Joshua Keel and Helmerich & Payne, Inc., Helmerich & Payne International Drilling Co., and
certain other parties thereto is incorporated by reference to Exhibit 10.35 of the Company’s Annual Report on
Form 10-K to the Securities and Exchange Commission for fiscal 2016, SEC File No. 001-04221.
12.1 Helmerich & Payne, Inc.’s Statement Regarding Computation of Ratio of Earnings to Fixed Charges.
21 List of Subsidiaries of the Company.
23.1 Consent of Independent Registered Public Accounting Firm.
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) promulgated under the Securities
Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) promulgated under the Securities
Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32. Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
114
101 Financial statements from this Form 10-K formatted in XBRL: (i) the Consolidated Statements of Operations,
(ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Balance Sheets,
(iv) the Consolidated Statements of Shareholders’ Equity, (v) the Consolidated Statements of Cash Flows and
(vi) the Notes to Consolidated Financial Statements.
* Management or Compensatory Plan or Arrangement.
Item 16. FORM 10-K SUMMARY
None.
115
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:
SIGNATURES
HELMERICH & PAYNE, INC.
By: /s/ John W. Lindsay
John W. Lindsay,
President and Chief Executive Officer
Date: November 22, 2017
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Company and in the capacities and on the dates indicated:
Signature
Title
Date
/s/ John W. Lindsay
John W. Lindsay
/s/ Juan Pablo Tardio
Juan Pablo Tardio
/s/ Gordon K. Helm
Gordon K. Helm
/s/ Hans Helmerich
Hans Helmerich
/s/ Kevin G. Cramton
Kevin G. Cramton
/s/ Randy A. Foutch
Randy A. Foutch
/s/ Paula Marshall
Paula Marshall
/s/ Jose R. Mas
Jose R. Mas
/s/ Thomas A. Petrie
Thomas A. Petrie
/s/ Donald F. Robillard, Jr.
Donald F. Robillard, Jr.
/s/ Edward B. Rust, Jr.
Edward B. Rust, Jr.
/s/ John D. Zeglis
John D. Zeglis
Director, President and Chief Executive
Officer (Principal Executive Officer)
November 22, 2017
Vice President and Chief Financial Officer
November 22, 2017
(Principal Financial Officer)
Vice President and Controller (Principal
Accounting Officer)
November 22, 2017
Director and Chairman of the Board
November 22, 2017
Director
Director
Director
Director
Director
Director
Director
Director
11(cid:25)
November 22, 2017
November 22, 2017
November 22, 2017
November 22, 2017
November 22, 2017
November 22, 2017
November 22, 2017
November 22, 2017
Directors
Officers
Hans Helmerich
Chairman of the Board
Tulsa, Oklahoma
Kevin G. Cramton*(***)
Operating Partner
HCI Equity Partners
Washington, D.C.
John W. Lindsay
President and Chief Executive Officer
Juan Pablo Tardio
Vice President and Chief Financial
Officer
Robert L. Stauder
Senior Vice President and Chief
Engineer
Randy A. Foutch*(***)
Chairman and Chief Executive Officer Helmerich & Payne International
Laredo Petroleum, Inc.
Tulsa, Oklahoma
Drilling Co. (subsidiary)
John W. Lindsay
President and Chief Executive Officer Helmerich & Payne International
Tulsa, Oklahoma
Drilling Co. (subsidiary)
Wade W. Clark
Vice President U.S. Land
Paula Marshall**(***)
President and Chief Executive Officer Vice President U.S. Land
The Bama Companies, Inc.
Tulsa, Oklahoma
Helmerich & Payne International
Drilling Co. (subsidiary)
Michael P. Lennox
Stockholders’ Meeting
The annual meeting of stockholders will be held on March 7, 2018. We
will mail to most stockholders a Notice of Internet Availability of Proxy
Materials (‘‘Notice’’) detailing how to access proxy materials, vote and
obtain, if desired, a paper copy of the proxy materials. Stockholders
who have requested paper copies of proxy materials or previously
elected to receive proxy materials electronically will not receive the
Notice and will receive proxy materials in the format requested. The
Notice and the proxy materials are first being made available to our
stockholders on or about January 23, 2018.
Stock Exchange Listing
Helmerich & Payne, Inc. Common Stock is traded 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 November 10, 2017, there were
Helmerich & Payne, Inc. Common Stock as listed by the transfer
agent’s records.
record holders of
Jos´e R. Mas**(***)
Chief Executive Officer
MasTec, Inc.
Coral Gables, Florida
Thomas A. Petrie**(***)
Chairman
Petrie Partners, LLC
Denver, Colorado
Donald F. Robillard, Jr.*(***)
Chief Financial Officer, Retired
Hunt Consolidated, Inc.
Dallas, Texas
Edward B. Rust, Jr.*(***)
Chairman and Chief Executive Officer,
Retired
State Farm Mutual Automobile
Insurance Company
Bloomington, Illinois
John D. Zeglis**(***)
Chairman and Chief Executive Officer,
Retired
AT&T Wireless Services, Inc.
Basking Ridge, New Jersey
John R. Bell
Vice President, International and
Offshore Operations
Helmerich & Payne International
Drilling Co. (subsidiary)
Our transfer agent is responsible for our stockholder records, issuance
of stock certificates, and distribution of our dividends and the IRS
Form 1099. Your requests, as stockholders, concerning these matters are
most efficiently answered by corresponding directly with the transfer
agent at the following address:
Gordon K. Helm
Vice President and Controller
Cara M. Hair
Vice President, Corporate Services and
Chief Legal Officer
Computershare Trust Company, N.A.
Investor Services
P.O. Box 43078
Providence, RI 02940-3078
Telephone: (800) 884-4225
(781) 575-4706
Jonathan M. Cinocca
Corporate Secretary
Available Information
Annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and amendments to those reports, earnings
releases, and financial statements are made available free of charge on
the investor relations section of the Company’s website as soon as
reasonably practicable after the Company electronically files such
materials with, or furnishes it to, the SEC. Also located on the investor
relations section of the Company’s website are certain corporate
governance documents, including the following: the Company’s
Amended and Restated Certificate of Incorporation and Amended and
Restated By-Laws, the charters of the committees of the Board of
Directors; the Company’s Corporate Governance Guidelines and Code
of Business Conduct and Ethics; the Code of Ethics for Principal
Executive Officer and Senior Financial Officers; the Related Person
Transaction Policy; the Foreign Corrupt Practices Act Compliance
Policy; the Company’s Sustainability Statement; certain Audit
Committee Practices and a description of the means by which
employees and other interested persons may communicate certain
concerns to the Company’s Board of Directors, including the
communication of such concerns confidentially and anonymously via the
Company’s ethics hotline at 1-800-205-4913. Annual reports, quarterly
reports, current reports, amendments to those reports, earnings
releases, financial statements and the various corporate governance
documents are also available free of charge upon written request.
Direct Inquiries To:
Investor Relations
Helmerich & Payne, Inc.
1437 South Boulder Avenue
Tulsa, Oklahoma 74119
Telephone: (918) 742-5531
Internet Address: http://www.hpinc.com
*
Member, Audit Committee
** Member, Human Resources Committee
*** Member, Nominating and Corporate Governance Committee
4DEC201212435137
HELMERICH & PAYNE, INC.
1437 SOUTH BOULDER AVENUE
TULSA, OKLAHOMA 74119
ANNUAL REPORT FOR 2017