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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2024
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to            
Commission file number 1-4221
hpunifiedlogocolorlarge.jpg
HELMERICH & PAYNE, INC.
(Exact name of registrant as specified in its charter)
Delaware73-0679879
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)

222 North Detroit Avenue, Tulsa, Oklahoma 74103
(Address of principal executive offices) (Zip Code)
(918) 742-5531
(Registrant’s telephone number, including area code)
1437 South Boulder Avenue, Suite 1400, Tulsa, Oklahoma 74119
(Former name, former address and former fiscal year,
if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Common Stock ($0.10 par value)HPNew York Stock Exchange
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 ☒  No ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒  No ☐

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☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth 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. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐  No ☒

CLASS
OUTSTANDING AT July 18, 2024
Common Stock, $0.10 par value98,755,412



HELMERICH & PAYNE, INC.
Picture2.jpg
INDEX TO FORM 10‑Q

hpunifiedlogocolorlarge.jpg Q3 FY24 FORM 10-Q | 2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
HELMERICH & PAYNE, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
June 30,September 30,
(in thousands except share data)20242023
ASSETS
Current Assets:
Cash and cash equivalents$203,633 $257,174 
Restricted cash78,369 59,064 
Short-term investments86,088 93,600 
Accounts receivable, net of allowance of $2,377 and $2,688, respectively
415,395 404,188 
Inventories of materials and supplies, net115,312 94,227 
Prepaid expenses and other, net71,522 97,727 
Assets held-for-sale— 645 
Total current assets970,319 1,006,625 
Investments292,229 264,947 
Property, plant and equipment, net3,014,345 2,921,695 
Other Noncurrent Assets:
Goodwill45,653 45,653 
Intangible assets, net55,752 60,575 
Operating lease right-of-use assets57,315 50,400 
Other assets, net49,369 32,061 
Total other noncurrent assets208,089 188,689 
Total assets$4,484,982 $4,381,956 
LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable$158,896 $130,852 
Dividends payable42,045 25,194 
Accrued liabilities255,851 262,885 
Total current liabilities456,792 418,931 
Noncurrent Liabilities:
Long-term debt, net545,589 545,144 
Deferred income taxes494,412 517,809 
Other131,344 128,129 
Total noncurrent liabilities1,171,345 1,191,082 
Commitments and Contingencies (Note 11)
Shareholders' Equity:
Common stock, $0.10 par value, 160,000,000 shares authorized, 112,222,865 shares issued as of June 30, 2024 and September 30, 2023, and 98,755,412 and 99,426,526 shares outstanding as of June 30, 2024 and September 30, 2023, respectively
11,222 11,222 
Preferred stock, no par value, 1,000,000 shares authorized, no shares issued
— — 
Additional paid-in capital510,379 525,369 
Retained earnings2,833,136 2,707,715 
Accumulated other comprehensive loss(8,499)(7,981)
Treasury stock, at cost, 13,467,453 shares and 12,796,339 shares as of June 30, 2024 and September 30, 2023, respectively
(489,393)(464,382)
Total shareholders’ equity2,856,845 2,771,943 
Total liabilities and shareholders' equity$4,484,982 $4,381,956 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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HELMERICH & PAYNE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended
June 30,		Nine Months Ended
June 30,
(in thousands, except per share amounts)2024202320242023
OPERATING REVENUES
Drilling services$695,139 $721,567 $2,054,835 $2,205,419 
Other2,585 2,389 7,979 7,396 
697,724 723,956 2,062,814 2,212,815 
OPERATING COSTS AND EXPENSES
Drilling services operating expenses, excluding depreciation and amortization417,028 429,182 1,222,182 1,306,543 
Other operating expenses1,144 1,003 3,307 3,317 
Depreciation and amortization97,816 94,811 296,352 287,721 
Research and development10,555 7,085 32,105 22,720 
Selling, general and administrative66,870 49,271 185,484 150,581 
Asset impairment charges— — — 12,097 
Gain on reimbursement of drilling equipment(9,732)(10,642)(24,687)(37,940)
Other (gain) loss on sale of assets2,730 4,504 2,718 (394)
586,411 575,214 1,717,461 1,744,645 
OPERATING INCOME
111,313 148,742 345,353 468,170 
Other income (expense)
Interest and dividend income11,888 10,748 29,189 20,508 
Interest expense(4,336)(4,324)(12,969)(12,918)
Gain (loss) on investment securities389 (18,538)102 6,123 
Other3,134 (672)2,991 (1,218)
11,075 (12,786)19,313 12,495 
Income before income taxes 122,388 135,956 364,666 480,665 
Income tax expense33,703 40,663 95,977 124,187 
NET INCOME$88,685 $95,293 $268,689 $356,478 
Basic earnings per common share$0.89 $0.93 $2.68 $3.40 
Diluted earnings per common share:$0.88 $0.93 $2.67 $3.39 
Weighted average shares outstanding:
Basic98,752 101,163 98,891 103,464 
Diluted99,007 101,550 99,116 103,852 
    
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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HELMERICH & PAYNE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Three Months Ended
June 30,		Nine Months Ended
June 30,
(in thousands)2024202320242023
Net income$88,685 $95,293 $268,689 $356,478 
Other comprehensive income (loss), net of income taxes:
Net change related to employee benefit plans, net of income taxes of $(39.5) thousand and $(118.5) thousand for the three and nine months ended June 30, 2024, respectively, and $(59.6) thousand and $(209.8) thousand for the three and nine months ended June 30, 2023, respectively
134 255 402 767 
Unrealized loss on available-for-sale debt security, net of income taxes of $270.9 thousand for the three and nine months ended June 30, 2024, respectively
(920)— (920)— 
Other comprehensive income (loss)
(786)255 (518)767 
Comprehensive income$87,899 $95,548 $268,171 $357,245 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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HELMERICH & PAYNE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Three and Nine Months Ended June 30, 2024
Common StockAdditional
 Paid-In
 Capital		Retained EarningsAccumulated
 Other
 Comprehensive
 Income (Loss)		Treasury Stock
(in thousands, except per share amounts)SharesAmountSharesAmountTotal
Balance at September 30, 2023
112,222 $11,222 $525,369 $2,707,715 $(7,981)12,796 $(464,382)$2,771,943 
Comprehensive income:
Net income— — — 95,173 — — — 95,173 
Other comprehensive income— — — — 134 — — 134 
Dividends declared ($0.25 base per share, $0.34 supplemental per share)
— — — (59,094)— — — (59,094)
Vesting of restricted stock awards, net of shares withheld for employee taxes— — (26,661)— — (495)17,841 (8,820)
Stock-based compensation— — 7,672 — — — — 7,672 
Share repurchases— — — — — 1,298 (47,654)(47,654)
Other— — 292 — — — — 292 
Balance at December 31, 2023112,222 $11,222 $506,672 $2,743,794 $(7,847) 13,599 $(494,195)$2,759,646 
Comprehensive income:
Net income— — — 84,831 — — — 84,831 
Other comprehensive income— — — — 134 — — 134 
Dividends declared ($0.25 base per share, $0.17 supplemental per share)
— — — (42,130)— — — (42,130)
Vesting of restricted stock awards, net of shares withheld for employee taxes— — (12,012)— — (230)8,656 (3,356)
Stock-based compensation— — 8,429 — — — — 8,429 
Share repurchases— — — — — 102 (3,977)(3,977)
Other— — (503)— — — — (503)
Balance at March 31, 2024112,222 $11,222 $502,586 $2,786,495 $(7,713) 13,471 $(489,516)$2,803,074 
Comprehensive income:
Net income— — — 88,685 — — — 88,685 
Other comprehensive loss
— — — — (786)— — (786)
Dividends declared ($0.25 base per share. $0.17 supplemental per share)
— — — (42,044)— — — (42,044)
Vesting of restricted stock awards, net of shares withheld for employee taxes— — (123)— — (4)123 — 
Stock-based compensation— — 7,676 — — — — 7,676 
Other— — 240 — — — — 240 
Balance at June 30, 2024
112,222 $11,222 $510,379 $2,833,136 $(8,499)13,467 $(489,393)$2,856,845 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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Three and Nine Months Ended June 30, 2023
Common StockAdditional
 Paid-In
 Capital		Retained EarningsAccumulated
 Other
 Comprehensive
 Income (Loss)		Treasury Stock
(in thousands, except per share amounts)SharesAmountSharesAmountTotal
Balance at September 30, 2022
112,222 $11,222 $528,278 $2,473,572 $(12,072)6,929 $(235,528)$2,765,472 
Comprehensive income:
Net income— — — 97,145 — — — 97,145 
Other comprehensive income— — — — 256 — — 256 
Dividends declared ($0.25 base per share, $0.47 supplemental per share)
— — — (76,611)— — — (76,611)
Vesting of restricted stock awards, net of shares withheld for employee taxes— — (22,776)— — (449)13,293 (9,483)
Stock-based compensation— — 8,273 — — — — 8,273 
Share repurchases— — — — — 844 (39,060)(39,060)
Other— — (847)— — — — (847)
Balance at December 31, 2022112,222 $11,222 $512,928 $2,494,106 $(11,816) 7,324 $(261,295)$2,745,145 
Comprehensive income:
Net income— — — 164,040 — — — 164,040 
Other comprehensive income— — — — 256 — — 256 
Dividends declared ($0.25 base per share, $0.235 supplemental per share)
— — — (50,046)— — — (50,046)
Vesting of restricted stock awards, net of shares withheld for employee taxes— (11,769)— — (229)6,842 (4,927)
Stock-based compensation— — 7,431 — — — — 7,431 
Share repurchases— — — — — 2,543 (106,708)(106,708)
Other— — 615 — — — 615 
Balance at March 31, 2023112,222 $11,222 $509,205 $2,608,100 $(11,560) 9,638 $(361,161)$2,755,806 
Comprehensive income:
Net income— — — 95,293 — — — 95,293 
Other comprehensive income— — — — 255 — — 255 
Dividends declared ($0.25 base per share, $0.235 supplemental per share)
— — — (48,106)— — — (48,106)
Stock-based compensation— — 8,180 — — — — 8,180 
Share repurchases— — — — — 3,158 (103,221)(103,221)
Other— — (126)— — — — (126)
Balance at June 30, 2023
112,222 $11,222 $517,259 $2,655,287 $(11,305)12,796 $(464,382)$2,708,081 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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HELMERICH & PAYNE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended June 30,
(in thousands)20242023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $268,689 $356,478 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization296,352 287,721 
Asset impairment charges— 12,097 
Provision for credit loss(213)2,165 
Stock-based compensation23,777 23,884 
Gain on investment securities
(102)(6,123)
Gain on reimbursement of drilling equipment(24,687)(37,940)
Other (gain) loss on sale of assets
2,718 (394)
Deferred income tax expense (benefit)(23,634)4,197 
Other3,011 3,960 
Change in assets and liabilities
Accounts receivable(6,936)6,529 
Inventories of materials and supplies(20,595)(13,899)
Prepaid expenses and other(4,042)(27,589)
Other noncurrent assets(20,165)(3,413)
Accounts payable21,959 24,408 
Accrued liabilities7,744 (15,366)
Deferred income tax liability390 (695)
Other noncurrent liabilities(8,359)2,980 
Net cash provided by operating activities515,907 619,000 
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures(389,095)(281,790)
Purchase of short-term investments(148,451)(102,140)
Purchase of long-term investments(9,167)(18,813)
Proceeds from sale of short-term investments152,034 148,651 
Insurance proceeds from involuntary conversion
5,533 — 
Proceeds from asset sales35,148 63,048 
Net cash used in investing activities(353,998)(191,044)
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid(126,417)(152,579)
Payments for employee taxes on net settlement of equity awards(12,176)(14,410)
Payment of contingent consideration from acquisition of business(6,250)(250)
Share repurchases(51,302)(247,213)
Other— (540)
Net cash used in financing activities(196,145)(414,992)
Net increase (decrease) in cash and cash equivalents and restricted cash
(34,236)12,964 
Cash and cash equivalents and restricted cash, beginning of period316,238 269,009 
Cash and cash equivalents and restricted cash, end of period$282,002 $281,973 
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period:
Interest paid$8,150 $8,958 
Income tax paid139,594 155,725 
Income tax received— (26,654)
Cash paid for amounts included in the measurement of lease liabilities:
Payments for operating leases10,235 9,049 
Non-cash operating and investing activities:
Change in accounts payable and accrued liabilities related to purchases of property, plant and equipment(9,052)2,031 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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HELMERICH & PAYNE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 NATURE OF OPERATIONS
Helmerich & Payne, Inc. (“H&P,” which, together with its subsidiaries, is identified as the “Company,” “we,” “us,” or “our,” except where stated or the context requires otherwise) through its operating subsidiaries provides performance-driven drilling solutions and technologies that are intended to make hydrocarbon recovery safer and more economical for oil and gas exploration and production companies.
Our drilling services operations are organized into the following reportable operating business segments: North America Solutions, International Solutions and Offshore Gulf of Mexico. Our real estate operations, our incubator program for new research and development projects and our wholly-owned captive insurance companies are included in "Other." Refer to Note 12—Business Segments and Geographic Information for further details on our reportable segments.
Our North America Solutions operations are primarily located in Texas, but also traditionally operate in other states, depending on demand. Such states include: Colorado, Louisiana, New Mexico, North Dakota, Ohio, Oklahoma, Pennsylvania, Utah, and West Virginia. Our International Solutions operations have rigs and/or services primarily located in five international locations: Argentina, Australia, Bahrain, Colombia and the United Arab Emirates. Additionally, we are preparing to commence operations in Saudi Arabia. Our Offshore Gulf of Mexico operations are conducted in Louisiana and in U.S. federal waters in the Gulf of Mexico.
We also own and operate a limited number of commercial real estate properties located in Tulsa, Oklahoma. Our real estate investments include a shopping center and undeveloped real estate.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, RELATED RISKS AND UNCERTAINTIES
Interim Financial Information
The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) pertaining to interim financial information. Accordingly, these interim financial statements do not include all information or footnote disclosures required by U.S. GAAP for complete financial statements and, therefore, should be read in conjunction with the Consolidated Financial Statements and notes thereto in our 2023 Annual Report on Form 10-K and other current filings with the SEC. In the opinion of management, all adjustments, consisting of those of a normal recurring nature, necessary to present fairly the results of the periods presented have been included. The results of operations for the interim periods presented may not necessarily be indicative of the results to be expected for the full year.
Income from discontinued operations was presented as a separate line item on our Unaudited Condensed Consolidated Statements of Operations during the three and nine months ended June 30, 2023. To conform with the current fiscal year presentation, we reclassified amounts previously presented in Income from discontinued operations, which were not material, to Other within Other income (expense) on our Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2023.
Principles of Consolidation
The Unaudited Condensed Consolidated Financial Statements include the accounts of H&P and its domestic and foreign subsidiaries. Consolidation of a subsidiary begins when the Company gains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income, expenses and other comprehensive income or loss of a subsidiary acquired or disposed of during the fiscal year are included in the Unaudited Condensed Consolidated Statements of Operations and Unaudited Condensed Consolidated Statements of Comprehensive Income from the date the Company gains control until the date when the Company ceases to control the subsidiary. All intercompany accounts and transactions have been eliminated upon consolidation.
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Cash, Cash Equivalents, and Restricted Cash
Cash and cash equivalents include cash on hand, demand deposits with banks and all highly liquid investments with original maturities of three months or less. Our cash, cash equivalents and short-term investments are subject to potential credit risk, and certain of our cash accounts carry balances greater than the federally insured limits.
We recorded restricted cash of $78.4 million and $61.4 million at June 30, 2024 and 2023, respectively, and $59.1 million and $36.9 million at September 30, 2023 and 2022, respectively. All restricted cash at June 30, 2024 represents an amount management has elected to restrict for the purpose of potential insurance claims in our wholly-owned captive insurance companies. Of the total at September 30, 2023, $0.7 million is related to the acquisition of drilling technology companies, and $58.4 million represents an amount management has elected to restrict for the purpose of potential insurance claims in our wholly-owned captive insurance companies. The restricted amounts are primarily invested in short-term money market securities.
Cash, cash equivalents, and restricted cash are reflected on the Unaudited Condensed Consolidated Balance Sheets as follows:
June 30,September 30,
(in thousands)20242023    20232022
Cash and cash equivalents$203,633 $220,609 $257,174 $232,131 
Restricted cash78,369 61,364 59,064 36,246 
Restricted cash - long-term:
Other assets, net— — — 632 
Total cash, cash equivalents, and restricted cash$282,002 $281,973 $316,238 $269,009 
Related Party Transactions
In October 2022, we made a $14.1 million equity investment, representing 106.0 million common shares in Tamboran Resources Limited ("Tamboran Resources"). In December 2023, all shares of Tamboran Resources were transferred to Tamboran Resources Corporation ("Tamboran Corp.") in exchange for depository interests in Tamboran Corp. Depository interests, referred to as CHESS Depository Interests, each representing beneficial interests of 1/200th of a share of Tamboran Corp. common stock, are listed on the Australian Stock Exchange under the ticker symbol "TBN." Tamboran Corp. is focused on developing a natural gas resource in Australia's Beetaloo Sub-basin.
On June 4, 2024, the Company entered into a convertible note agreement with Tamboran Corp. This note was utilized to relieve Tamboran's outstanding accounts receivable balance owed to the Company, and therefore no cash was exchanged as part of the transaction. The convertible note agreement provided that the notes converted into shares of common stock of Tamboran Corp. under certain circumstances in connection with an initial public offering in which its stock was listed on the New York Stock Exchange ("NYSE") or NASDAQ Stock Exchange. On June 26, 2024, Tamboran Corp. completed an initial public offering of its common stock on the NYSE and its common stock is listed on the NYSE, under the ticker "TBN". As a result of this offering, the convertible note of $9.4 million was converted into 0.5 million common shares in Tamboran Corp. Additionally and separately, one of our executive officers serves as a director of Tamboran Corp. Refer to Note 10—Fair Value Measurement of Financial Instruments for additional information related to our investment.
Concurrent with the October 2022 investment agreement, we entered into a fixed-term drilling services agreement with Tamboran Resources. As of June 30, 2024, we recorded $1.5 million in receivables and $4.5 million in contract liabilities on our Unaudited Condensed Consolidated Balance Sheets. As of September 30, 2023, we recorded $2.8 million in receivables, $8.0 million in other assets and $6.6 million in contract liabilities on our Consolidated Balance Sheets. We recorded $2.9 million and $9.9 million in revenue on our Unaudited Condensed Consolidated Statement of Operations during the three and nine months ended June 30, 2024, respectively, related to the drilling services agreement with Tamboran Resources, which commenced drilling services during the fourth fiscal quarter of 2023. We expect to earn $32.8 million in revenue over the remaining contract term, and, as such, this amount is included within our contract backlog as of June 30, 2024.
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Recently Issued Accounting Updates
Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates ("ASUs") to the FASB Accounting Standards Codification ("ASC"). We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable, clarifications of ASUs listed below, immaterial, or already adopted by the Company.
The following table provides a brief description of recent accounting pronouncements and our analysis of the effects on our financial statements:

StandardDescriptionDate of
Adoption		Effect on the Financial 
Statements or Other Significant Matters
Standards that are not yet adopted as of June 30, 2024
ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this update enhance annual and interim disclosure requirements, determine significant segment expense, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. This update is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption of the amendments is permitted. Upon adoption, the amendments shall be applied retrospectively to all prior periods presented in the financial statements.
October 1, 2024
We plan to adopt this ASU, as required, during fiscal year 2025, with the first disclosure enhancements reflected in our FY 2025 Form 10-K. We are currently evaluating the impact this ASU will have on our disclosures.
ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax DisclosuresThis ASU enhances income tax disclosure requirements. Under the ASU, public business entities must annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). Specific categories that must be included in the reconciliation for each annual reporting period are specified in the amendment. This update is effective for annual periods beginning after December 15, 2024. Early adoption of the amendments is permitted. Upon adoption, the amendments shall be applied on a prospective basis. Retrospective application is permitted. October 1, 2025
We plan to adopt this ASU, as required, during fiscal year 2026, with the first disclosure enhancements reflected in our FY 2026 Form 10-K. We are currently evaluating the impact this ASU will have on our disclosures.
Self-Insurance
We continue to use our captive insurance companies to insure the deductibles for our domestic workers’ compensation, general liability, automobile liability claims programs, and medical stop-loss program and to insure the deductibles from the Company's international casualty and property programs. Our operating subsidiaries are paying premiums to the Captives, typically on a monthly basis, for the estimated losses based on an external actuarial analysis. These premiums are currently held in a restricted cash account, resulting in a transfer of risk from our operating subsidiaries to the Captives. Direct operating costs primarily consisted of adjustments of $5.3 million and $5.5 million to accruals for estimated losses for the three months ended June 30, 2024 and 2023, respectively, and $10.4 million and $10.2 million for the nine months ended June 30, 2024 and 2023, respectively, and rig and casualty insurance premiums of $9.5 million and $9.7 million during the three months ended June 30, 2024 and 2023, respectively, and $28.5 million and $30.6 million for the nine months ended June 30, 2024 and 2023, respectively. These operating costs were recorded within Drilling services operating expenses in our Unaudited Condensed Consolidated Statement of Operations. Intercompany premium revenues recorded by the Captives during the three months ended June 30, 2024 and 2023 amounted to $14.7 million and $17.4 million, respectively, and $45.7 million and $51.4 million during the nine months ended June 30, 2024 and 2023, respectively, which were eliminated upon consolidation. These intercompany insurance premiums are reflected as segment operating expenses within the North America Solutions, International Solutions, and Offshore Gulf of Mexico reportable operating segments and are reflected as intersegment sales within "Other." Our medical stop loss operating expenses for the three months ended June 30, 2024 and 2023 were $4.1 million and $2.1 million, respectively, and $11.4 million and $7.4 million for the nine months ended June 30, 2024 and 2023, respectively.
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International Solutions Drilling Risks
International Solutions 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 Solutions operations will be subject to numerous contingencies, some of which are beyond management’s control. These contingencies include general and regional economic conditions, geopolitical developments and tensions, war and uncertainty in oil-producing countries, 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.
We have also experienced certain risks specific to our Argentine operations. In Argentina, while our dayrate is denominated in U.S. dollars, we are paid the equivalent in Argentine pesos. The Central Bank of Argentina maintains certain currency controls that limit our ability to access U.S. dollars and remit funds from our Argentine operations. In the past, the Argentine government has also instituted price controls on crude oil, diesel and gasoline prices and instituted an exchange rate freeze in connection with those prices. These price controls and an exchange rate freeze could be instituted again in the future. Further, there are additional concerns regarding Argentina's debt burden, notwithstanding Argentina's restructuring deal with international bondholders in August 2020, as Argentina attempts to manage its substantial sovereign debt issues. These concerns could further negatively impact Argentina's economy and adversely affect our Argentine operations. Argentina’s economy is considered highly inflationary, 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.
All of our foreign subsidiaries 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.
We recorded aggregate foreign currency losses of $2.1 million and $4.5 million for the three and nine months ended June 30, 2024, respectively, and $1.4 million and $1.7 million for the three and nine months ended June 30, 2023, respectively. The aggregate foreign currency loss for three and nine months ended June 30, 2024 was primarily due to Argentina's devaluation of its peso relative to the U.S. dollar by approximately 55 percent in December 2023. In the future, we may incur larger currency devaluations, foreign exchange restrictions or other difficulties repatriating U.S. dollars from Argentina or elsewhere, which could have a material adverse impact on our business, financial condition and results of operations. As of June 30, 2024, our cash balance in Argentina was the U.S. dollar equivalent of $9.2 million in Argentine Pesos.
As mentioned above, the Central Bank of Argentina's currency controls continue to limit our ability to access U.S. dollars in Argentina and remit cash from our Argentine operations. The execution of certain trades known as Blue Chip Swaps effectively results in a parallel U.S. dollar exchange rate. During the three and nine months ended June 30, 2024, we entered into a Blue Chip Swap transaction, which resulted in a $7.1 million loss on investment recorded in Gain (loss) on investment securities within our Unaudited Condensed Consolidated Statements of Operations. As a result of the Blue Chip Swap transaction, $13.8 million of net cash was repatriated to the U.S. during the period.
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.
Although we attempt to minimize the potential impact of such risks by operating in more than one geographical area, during the three and nine months ended June 30, 2024, approximately 7.0 percent and 7.4 percent of our operating revenues were generated from international locations compared to 6.8 percent and 7.3 percent during the three and nine months ended June 30, 2023, respectively. During the three and nine months ended June 30, 2024, approximately 77.9 percent and 77.1 percent of operating revenues from international locations were from operations in South America compared to 84.8 percent and 87.3 percent during the three and nine months ended June 30, 2023, respectively. 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 operations.
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NOTE 3 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment as of June 30, 2024 and September 30, 2023 consisted of the following:
(in thousands)Estimated Useful LivesJune 30, 2024September 30, 2023
Drilling services equipment
4 - 15 years
$6,596,929 $6,396,612 
Tubulars
4 years
577,231 564,032 
Real estate properties
10 - 45 years
48,463 47,313 
Other
2 - 23 years
457,879 443,366 
Construction in progress1
124,844 97,374 
7,805,346 7,548,697 
Accumulated depreciation(4,791,001)(4,627,002)
Property, plant and equipment, net$3,014,345 $2,921,695 
Assets held-for-sale$— $645 
(1)Included in construction in progress are costs for projects in progress to upgrade or refurbish certain rigs in our existing fleet. Additionally, we include other advances for capital maintenance purchase-orders that are open/in process. As these various projects are completed, the costs are then classified to their appropriate useful life category.
Depreciation
Depreciation expense during the three months ended June 30, 2024 and 2023 was $96.2 million and $93.2 million, including abandonments of $0.1 million and $0.2 million, respectively. During the three months ended June 30, 2024, depreciation expense included $2.7 million of accelerated depreciation for components on rigs that are scheduled for conversion in fiscal year 2024 as compared to $0.4 million for three months ended June 30, 2023. Depreciation expense during the nine months ended June 30, 2024 and 2023 was $291.5 million and $282.7 million, including abandonments of $3.2 million and $2.4 million, respectively. During the nine months ended June 30, 2024, depreciation expense included $10.9 million of accelerated depreciation for components on rigs that are scheduled for conversion in fiscal year 2024 as compared to $2.1 million for nine months ended June 30, 2023. These expenses are recorded within Depreciation and amortization on our Unaudited Condensed Consolidated Statements of Operations.
In November 2022, a fire at a wellsite caused substantial damage to one of our super-spec rigs within our North America Solutions segment. The major components were destroyed beyond repair and considered a total loss, and, as a result, these assets were written off and the rig was removed from our available rig count. At the time of the loss, the rig was fully insured under replacement cost insurance. The loss of $9.2 million was recorded as abandonment expense within Depreciation and amortization in our Unaudited Condensed Consolidated Statement of Operations for the nine months ended June 30, 2023 and was offset by an insurance recovery that was also recognized within Depreciation and amortization for the same amount as the loss. During the fiscal year ended September 30, 2023, we collected $9.2 million of the total expected insurance proceeds. During the nine months ended June 30, 2024, we recognized a gain on involuntary conversion of the rig of $5.5 million and fully collected $5.5 million in proceeds. The total insurance proceeds received during the period exceeds the recognized loss and therefore was recognized as a gain within operating income during the nine months ended June 30, 2024.
Impairment Charges
Fiscal Year 2024 Activity
We did not record any impairment charges during the three and nine months ended June 30, 2024.
Fiscal Year 2023 Activity
During the nine months ended June 30, 2023, our North America Solutions assets that were previously classified as Assets held-for-sale at September 30, 2022 were either sold or written down to scrap value. The aggregate net book value of these remaining assets was $3.0 million, which exceeded the estimated scrap value of $0.3 million, resulting in a non-cash impairment charge of $2.7 million during the nine months ended June 30, 2023. During the same period, we also identified additional equipment that met the asset held-for-sale criteria and was reclassified as Assets held-for-sale on our Unaudited Condensed Consolidated Balance Sheets. The aggregate net book value of the equipment of $1.4 million was written down to its estimated scrap value of $0.1 million, resulting in a non-cash impairment charge of $1.3 million during the nine months ended June 30, 2023. These impairment charges are recorded within our North America Solutions segment in our Unaudited Condensed Consolidated Statement of Operations.
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During the nine months ended June 30, 2023, the Company initiated a plan to decommission and scrap four international FlexRig® drilling rigs and four conventional drilling rigs located in Argentina that are not suitable for unconventional drilling. As a result, these rigs were reclassified to Assets held-for-sale on our Unaudited Condensed Consolidated Balance Sheets as of June 30, 2023. The rigs’ aggregate net book value of $8.8 million was written down to the estimated scrap value of $0.7 million, which resulted in a non-cash impairment charge of $8.1 million within our International Solutions segment and recorded in our Unaudited Condensed Consolidated Statement of Operations during the nine months ended June 30, 2023.
Gain on Reimbursement of Drilling Equipment
We recognized gains of $9.7 million and $24.7 million during the three and nine months ended June 30, 2024, respectively, and $10.6 million and $37.9 million during the three and nine months ended June 30, 2023, respectively, related to customer reimbursement for the current replacement value of lost or damaged drill pipe. Gains related to these asset sales are recorded in Gains on reimbursement of drilling equipment within our Unaudited Condensed Consolidated Statements of Operations.
NOTE 4 GOODWILL AND INTANGIBLE ASSETS
Goodwill
During the three and nine months ended June 30, 2024, there were no additions or impairments to goodwill. As of June 30, 2024 and September 30, 2023, the goodwill balance was $45.7 million.
Intangible Assets
Our intangible assets are recorded within our North America Solutions reportable segment and consist of the following:
June 30, 2024September 30, 2023
(in thousands) Weighted Average Estimated Useful LivesGross Carrying AmountAccumulated AmortizationNetGross Carrying AmountAccumulated AmortizationNet
Finite-lived intangible asset:
Developed technology15 years$89,096 $38,558 $50,538 $89,096 $34,092 $55,004 
Intellectual property13 years2,000 622 1,378 2,000 503 1,497 
Trade name20 years5,865 2,029 3,836 5,865 1,791 4,074 
$96,961 $41,209 $55,752 $96,961 $36,386 $60,575 
Amortization expense in the Unaudited Condensed Consolidated Statements of Operations was $1.6 million for the three months ended June 30, 2024 and 2023, respectively and $4.8 million and $5.0 million for the nine months ended June 30, 2024 and 2023, respectively. Amortization expense is estimated to be approximately $1.6 million for the remainder of fiscal year 2024, and approximately $6.4 million for fiscal year 2025 through 2028.
NOTE 5 DEBT
We have the following unsecured long-term debt outstanding with maturity shown in the following table:
June 30, 2024September 30, 2023
(in thousands)Face Amount    Unamortized Discount and Debt Issuance Cost    Book Value    Face Amount    Unamortized Discount and Debt Issuance Cost    Book Value
Unsecured senior notes:
Due September 29, 2031$550,000 $(4,411)$545,589 $550,000 $(4,856)$545,144 
Long-term debt$550,000 $(4,411)$545,589 $550,000 $(4,856)$545,144 
2.90% Senior Notes due 2031 On September 29, 2021, we issued $550.0 million aggregate principal amount of the 2.90 percent 2031 Notes in an offering to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act (“Rule 144A”) and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act (“Regulation S”). Interest on the 2031 Notes is payable semi-annually on March 29 and September 29 of each year, commencing on March 29, 2022.
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In June 2022, we settled a registered exchange offer (the “Registered Exchange Offer”) to exchange the 2031 Notes for new, SEC-registered notes that are substantially identical to the terms of the 2031 Notes, except that the offer and issuance of the new notes have been registered under the Securities Act and certain transfer restrictions, registration rights and additional interest provisions relating to the 2031 Notes do not apply to the new notes. All of the 2031 Notes were exchanged in the Registered Exchange Offer.
The indenture governing the 2031 Notes contains certain covenants that, among other things and subject to certain exceptions, limit the ability of the Company and its subsidiaries to incur certain liens; engage in sale and lease-back transactions; and consolidate, merge or transfer all or substantially all of the assets of the Company. The indenture governing the 2031 Notes also contains customary events of default with respect to the 2031 Notes.
Credit Facility
On November 13, 2018, we entered into a credit agreement by and among the Company, as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto, which was amended on November 13, 2019, providing for an unsecured revolving credit facility (as amended, the “2018 Credit Facility”), that was set to mature on November 13, 2024. On April 16, 2021, lenders with $680.0 million of commitments under the 2018 Credit Facility exercised their option to extend the maturity of the 2018 Credit Facility from November 13, 2024 to November 12, 2025. No other terms of the 2018 Credit Facility were amended in connection with this extension. On March 8, 2022, we entered into the second amendment to the 2018 Credit Facility, which, among other things, raised the number of potential future extensions of the maturity date applicable to extending lenders from one to two such potential extensions and replaced provisions in respect of interest rate determinations that were based on the London Interbank Offered Rate with provisions based on the Secured Overnight Financing Rate. Additionally, lenders with $680.0 million of commitments under the 2018 Credit Facility exercised their option to extend the maturity of the 2018 Credit Facility from November 12, 2025 to November 11, 2026. On February 10, 2023, lenders with $680.0 million of commitments under the 2018 Credit Facility exercised their option to extend the maturity of the 2018 Credit Facility from November 11, 2026 to November 12, 2027. The remaining $70.0 million of commitments under the 2018 Credit Facility will expire on November 13, 2024, unless extended by the applicable lender before such date.
The 2018 Credit Facility has $750.0 million in aggregate availability with a maximum of $75.0 million available for use as letters of credit. As of June 30, 2024, there were no borrowings or letters of credit outstanding, leaving $750.0 million available to borrow under the 2018 Credit Facility. For a full description of the 2018 Credit Facility, see Note 6—Debt to the Consolidated Financial Statements in our 2023 Annual Report on Form 10-K.
As of June 30, 2024, we had $120.0 million in uncommitted bilateral credit facilities, for the purpose of obtaining the issuance of international letters of credit, bank guarantees, and performance bonds. Of the $120.0 million, $41.7 million was outstanding as of June 30, 2024. Separately, we had $5.0 million in standby letters of credit and bank guarantees outstanding. In total, we had $46.7 million outstanding as of June 30, 2024.
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 June 30, 2024, we were in compliance with all debt covenants.
NOTE 6 INCOME TAXES
We use an estimated annual effective tax rate for purposes of determining the income tax provision during interim reporting periods. In calculating our estimated annual effective tax rate, we consider forecasted annual pre-tax income and estimated permanent book versus tax differences. Adjustments to the effective tax rate and estimates could occur during the year as information and assumptions change which could include, but are not limited to, changes to the forecasted amounts, estimates of permanent book versus tax differences, and changes to tax laws and rates.
Our income tax expense for the three months ended June 30, 2024 and 2023 was $33.7 million and $40.7 million, respectively, resulting in effective tax rates of 27.5 percent and 29.9 percent, respectively. Our income tax expense for the nine months ended June 30, 2024 and 2023 was $96.0 million and $124.2 million, respectively, resulting in effective tax rates of 26.3 percent and 25.9 percent, respectively. Effective tax rates differ from the U.S. federal statutory rate of 21.0 percent for the three months ended June 30, 2024, primarily due to state and foreign income taxes, permanent non-deductible items and a discrete benefit of $0.8 million primarily related to provision to return adjustments. The effective tax rate for the nine months ended June 30, 2024 differs from U.S. federal statutory rate of 21.0 percent primarily due to state and foreign income taxes, permanent non-deductible items and a discrete tax benefit of $1.6 million primarily related to equity compensation and provision to return adjustments.
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Effective tax rates differ from the U.S. federal statutory rate of 21.0 percent for the three months ended June 30, 2023 primarily due to state and foreign income taxes, permanent non-deductible items and discrete tax expense of $2.4 million primarily related to an increase in our deferred state income tax rate. The effective tax rate for the nine months ended June 30, 2023, differs from the U.S. federal statutory rate of 21.0 percent primarily due to state and foreign income taxes, permanent non-deductible items and a discrete tax expense of $2.3 million primarily related to an increase in deferred state income tax rate and equity compensation.
As of June 30, 2024, we have recorded unrecognized tax benefits and related interest and penalties of approximately $0.7 million. During the three months ended June 30, 2024, $2.7 million of the unrecognized tax benefits, interest and penalties was recognized as a result of a lapse of the statute of limitations. We cannot predict with certainty if we will achieve ultimate resolution of any additional uncertain tax positions associated with our U.S. and international operations resulting in any additional material increases or decreases of our unrecognized tax benefits for the next twelve months.
NOTE 7 SHAREHOLDERS’ EQUITY
The Company has an evergreen authorization from the Board of Directors ("the Board") 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. We did not make any share repurchases during the three months ended June 30, 2024. During the nine months ended June 30, 2024, we repurchased 1.4 million common shares at an aggregate cost of $51.6 million, including excise tax of $0.3 million. During the three and nine months ended June 30, 2023, we repurchased 3.2 million and 6.5 million common shares at an aggregate cost of $103.2 million and $249.0 million, including excise tax of $1.0 million and $1.8 million, respectively.
During the three and nine months ended June 30, 2024, we declared $42.0 million and $143.3 million, respectively, in cash dividends. A base cash dividend of $0.25 per share and a supplemental dividend of $0.17 per share was declared on June 5, 2024 for shareholders of record on August 16, 2024, payable on August 30, 2024. As a result, we recorded a Dividend payable of $42.0 million on our Unaudited Condensed Consolidated Balance Sheets as of June 30, 2024.
Accumulated Other Comprehensive Loss
Components of accumulated other comprehensive loss were as follows:
June 30,September 30,
(in thousands)20242023
Pre-tax amounts:
Unrealized pension actuarial loss$(9,886)$(10,407)
Unrealized loss on available-for-sale debt security
(1,191)— 
$(11,077)$(10,407)
After-tax amounts:
Unrealized pension actuarial loss$(7,579)$(7,981)
Unrealized loss on available-for-sale debt security
(920)— 
$(8,499)$(7,981)
Fluctuations in pension actuarial gains and losses are primarily due to changes in the discount rate and investment returns related to the defined benefit pension plan.
Investments classified as available-for-sale debt securities are reported at fair value with unrealized gains and losses excluded from net income (loss) and reported in other comprehensive income (loss).
The following is a summary of the changes in accumulated other comprehensive loss, net of tax, for the three and nine months ended June 30, 2024:
Three Months Ended June 30, 2024
(in thousands)
Unrealized Loss on Available-for-Sale Securities
Defined Benefit Pension Plan
Total
Balance at beginning of period$— $(7,713)$(7,713)
Other comprehensive loss before reclassifications
(920)— (920)
Amounts reclassified from accumulated other comprehensive income— 134 134 
Net current-period other comprehensive loss
(920)134 (786)
Balance at June 30 2024$(920)$(7,579)$(8,499)
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Nine Months Ended June 30, 2024
(in thousands)
Unrealized Loss on Available-for-Sale Securities
Defined Benefit Pension Plan
Total
Balance at beginning of period$— $(7,981)$(7,981)
Other comprehensive loss before reclassifications
(920)— (920)
Amounts reclassified from accumulated other comprehensive income— 402 402 
Net current-period other comprehensive loss
(920)402 (518)
Balance at June 30 2024$(920)$(7,579)$(8,499)
NOTE 8 REVENUE FROM CONTRACTS WITH CUSTOMERS
Drilling Services Revenue
The majority of our drilling services are performed on a “daywork” contract basis, under which we charge a 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. These drilling services, including our technology solutions, represent a series of distinct daily services that are substantially the same, with the same pattern of transfer to the customer. Because our customers benefit equally throughout the service period and our efforts in providing drilling services are incurred relatively evenly over the period of performance, revenue is recognized over time using a time-based input measure as we provide services to the customer. For any contracts that include a provision for pooled term days at contract inception, followed by the assignment of days to specific rigs throughout the contract term, we have elected, as a practical expedient, to recognize revenue in the amount for which the entity has a right to invoice, as permitted by ASC 606.
Performance-based contracts are contracts pursuant to which we are compensated partly based upon our performance against a mutually agreed upon set of predetermined targets. These types of contracts are relatively new to the industry and typically have a lower base dayrate, but give us the opportunity to receive additional compensation by meeting or exceeding certain performance targets agreed to by our customers. The variable consideration that we expect to receive is estimated at the most likely amount, and constrained to an amount such that it is probable a significant reversal of revenue previously recognized will not occur based on the performance targets. Total revenue recognized from performance contracts, including performance bonuses, was $294.4 million and $880.4 million, of which $11.8 million and $37.4 million was related to performance bonuses recognized due to the achievement of performance targets during the three and nine months ended June 30, 2024, respectively. Total revenue recognized from performance contracts, including performance bonuses, was $316.2 million and $883.3 million, of which $11.4 million and $33.0 million was related to performance bonuses recognized due to the achievement of performance targets during the three and nine months ended June 30, 2023, respectively.
Contract Costs
We had capitalized fulfillment costs of $11.6 million and $11.4 million as of June 30, 2024 and September 30, 2023, respectively.
Remaining Performance Obligations
The total aggregate transaction price allocated to the unsatisfied performance obligations, commonly referred to as backlog, as of June 30, 2024 was approximately $1.5 billion, of which approximately $0.3 billion is expected to be recognized during the remainder of fiscal year 2024, approximately $0.6 billion during fiscal year 2025, and approximately $0.6 billion in fiscal year 2026 and thereafter. These amounts do not include anticipated contract renewals or expected performance bonuses as part of its calculation. Additionally, contracts that currently contain month-to-month terms are represented in our backlog as one month of unsatisfied performance obligations. Our contracts are subject to cancellation or modification at the election of the customer; however, due to the level of capital deployed by our customers on underlying projects, we have not been materially adversely affected by contract cancellations or modifications in the past.
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Contract Assets and Liabilities
The following tables summarize the balances of our contract assets (net of allowance for estimated credit losses) and liabilities at the dates indicated:
(in thousands)June 30, 2024September 30, 2023
Contract assets, net$4,899 $6,560 
(in thousands)June 30, 2024
Contract liabilities balance at September 30, 2023
$28,882 
Payment received/accrued and deferred44,486 
Revenue recognized during the period(49,042)
Contract liabilities balance at June 30, 2024
$24,326 
NOTE 9 EARNINGS PER COMMON SHARE
ASC 260, Earnings per Share, requires companies to treat unvested share-based payment awards that have non-forfeitable rights to dividends 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 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, non-vested restricted stock and performance units.
Under the two-class method of calculating earnings per share, dividends paid and a portion of undistributed net income, but not losses, are allocated to unvested restricted stock grants that receive dividends, which are considered participating securities.
During the third quarter of fiscal year 2023, Income from discontinued operations was presented as a separate line item on our Unaudited Condensed Consolidated Statements of Operations. To conform with the current fiscal year presentation, we reclassified amounts previously presented in Income from discontinued operations, which were not material, to Other within Other income (expense) on our Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2023. To conform with the current fiscal year presentation, basic and diluted earnings per share for continuing and discontinued operations are presented in the aggregate, for the three and nine months ended June 30, 2023, as presented below.
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The following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended
June 30,		Nine Months Ended
June 30,
(in thousands, except per share amounts)2024202320242023
Numerator:
Net income $88,685 $95,293 $268,689 356,478 
Adjustment for basic earnings per share
Earnings allocated to unvested shareholders(1,211)(1,283)(3,700)(4,810)
Numerator for basic earnings per share87,474 94,010 264,989 351,668 
Adjustment for diluted earnings per share
Effect of reallocating undistributed earnings of unvested shareholders1 2 4 9 
Numerator for diluted earnings per share$87,475 $94,012 $264,993 $351,677 
Denominator:
Denominator for basic earnings per share - weighted-average shares98,752 101,163 98,891 103,464 
Effect of dilutive shares from restricted stock and performance share units255 387 225 388 
Denominator for diluted earnings per share - adjusted weighted-average shares99,007 101,550 99,116 103,852 
Basic earnings per common share:$0.89 $0.93 $2.68 $3.40 
Diluted earnings per common share:$0.88 $0.93 $2.67 $3.39 
The following potentially dilutive average shares attributable to outstanding equity awards were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive:
Three Months Ended
June 30,		Nine Months Ended
June 30,
(in thousands, except per share amounts)2024202320242023
Potentially dilutive shares excluded as anti-dilutive2,318 2,964 2,374 2,479 
Weighted-average price per share$60.00 $58.86 $60.32 $61.88 
NOTE 10 FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS
We have certain assets and liabilities that are required to be measured and disclosed at fair value. 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 following 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.
The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
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Fair Value Measurements
The following tables summarize our financial assets and liabilities measured at fair value and indicate the level in the fair value hierarchy in which we classify the fair value measurement as of the dates indicated below:
June 30, 2024
(in thousands)Fair Value    Level 1    Level 2    Level 3
Assets
Short-term investments:
Corporate and municipal debt securities$37,218 $— $37,218 $— 
U.S. government and federal agency securities 48,870 48,870 — — 
Total86,088 48,870 37,218 — 
Long-term Investments:
Recurring fair value measurements:
Equity securities:
Non-qualified supplemental savings plan16,634 16,634 — — 
Investment in ADNOC Drilling178,235 178,235 — — 
Investment in Tamboran23,018 23,018 — — 
Debt securities:
Investment in Galileo36,751 — — 36,751 
Geothermal debt securities2,000 — — 2,000 
Other debt securities4,060 3,810 — 250 
Total260,698 221,697 — 39,001 
Nonrecurring fair value measurements1:
Other equity securities4,071 — — 4,071 
Total4,071 — — 4,071 
Total$264,769 $221,697 $— $43,072 
Liabilities
Contingent consideration$5,000 $— $— $5,000 
(1)As of June 30, 2024, our equity security investments in geothermal energy totaled $27.2 million and our debt security investments in held to maturity bonds totaled $0.3 million. None of these investments were marked to fair value during the period. The investments are measured at cost, less any impairments.
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September 30, 2023
(in thousands)Fair Value    Level 1    Level 2    Level 3
Assets
Short-term investments:
Corporate debt securities$48,764 $— $48,764 $— 
U.S. government and federal agency securities44,836 44,836 — — 
Total93,600 44,836 48,764 — 
Long-term investments:
Recurring fair value measurements:
Equity securities:
Non-qualified supplemental savings plan14,597 14,597 — — 
Investment in ADNOC Drilling174,758 174,758 — — 
Investment in Tamboran9,920 9,920 — — 
Debt securities:
Investment in Galileo35,434 — — 35,434 
Geothermal debt securities2,006 — — 2,006 
Total236,715 199,275 — 37,440 
Nonrecurring fair value measurements1:
Other equity securities2
2,430 — — 2,430 
Total2,430 — — 2,430 
Total$239,145 $199,275 $— $39,870 
Liabilities
Contingent consideration$9,455 $— $— $9,455 
(1)As of September 30, 2023, our equity security investments in geothermal energy totaled $25.2 million. None of these investments were marked to fair value      during the period. The investments are measured at cost, less any impairments.
(2)As of September 30, 2023, our other equity securities subject to measurement at fair value on a nonrecurring basis totaled $3.0 million, of which $2.4 million has been marked to fair value. The remaining $0.6 million is measured at cost, less any impairments.
Recurring Fair Value Measurements
Short-term Investments
Short-term investments primarily include securities classified as trading securities. Both realized and unrealized gains and losses on trading securities are included in Other income (expense) in the Unaudited Condensed Consolidated Statements of Operations. These securities are recorded at fair value. Level 1 inputs include U.S. agency issued debt securities with active markets and money market funds. For these items, quoted current market prices are readily available. Level 2 inputs include corporate bonds measured using broker quotations that utilize observable market inputs.
Long-term Investments
Equity Securities Our long-term investments include debt and equity securities and assets held in a Non-Qualified Supplemental Savings Plan ("Savings Plan") and are recorded within Investments on our Unaudited Condensed Consolidated Balance Sheets. Our assets that we hold in the Savings Plan are comprised of mutual funds that are measured using Level 1 inputs.
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During September 2021, the Company made a $100.0 million cornerstone investment in ADNOC Drilling in advance of its announced initial public offering, representing 159.7 million shares of ADNOC Drilling, equivalent to a one percent ownership stake and subject to a three-year lockup period. ADNOC Drilling’s initial public offering was completed on October 3, 2021, and its shares are listed and traded on the Abu Dhabi Securities Exchange. Our investment is classified as a long-term equity investment within Investments on our Unaudited Condensed Consolidated Balance Sheets and measured at fair value with any gains or losses recognized through net income and recorded within Gain (loss) on investment securities on our Unaudited Condensed Consolidated Statements of Operations. Consistent with the provisions of ASU No. 2022-03, contractual sale restrictions are not considered in the fair value measurement of our investment in ADNOC Drilling. During the three and nine months ended June 30, 2024, we recognized gains of $5.6 million and $3.5 million, respectively, on our Unaudited Condensed Consolidated Statements of Operations, as a result of the change in fair value of the investment compared to gain (loss) of $(17.0) million and $7.4 million during the three and nine months ended June 30, 2023, respectively. This investment is classified as a Level 1 investment based on the quoted stock price on the Abu Dhabi Securities Exchange.
Equity Securities with Fair Value Option In October 2022, we made a $14.1 million equity investment, representing 106.0 million common shares in Tamboran Resources. In December 2023, all shares of Tamboran Resources were transferred to Tamboran Resources Corporation ("Tamboran Corp.") in exchange for depository interests in Tamboran Corp. Depository interests, referred to as CHESS Depository Interests, each representing beneficial interests of 1/200th of a share of Tamboran Corp. common stock, are listed on the Australian Stock Exchange under the ticker symbol "TBN." Tamboran Corp. is focused on developing a natural gas resource in Australia's Beetaloo Sub-basin.
On June 4, 2024, the Company entered into a convertible note agreement with Tamboran Corp. This note was utilized to relieve Tamboran's outstanding accounts receivable balance owed to the Company, and therefore no cash was exchanged as part of the transaction. The convertible note agreement provided that the notes converted into shares of common stock of Tamboran Corp. under certain circumstances in connection with an initial public offering in which its stock was listed on the New York Stock Exchange ("NYSE") or NASDAQ Stock Exchange. On June 26, 2024, Tamboran Corp. completed an initial public offering of its common stock on the NYSE and its common stock is listed on the NYSE, under the ticker "TBN". As a result of this offering, the convertible note of $9.4 million was converted into 0.5 million common shares in Tamboran Corp. Our investment is classified as a long-term equity investment within Investments on our Unaudited Condensed Consolidated Balance Sheets and measured at fair value with any gains or losses recognized through net income and recorded within Gain (loss) on investment securities on our Unaudited Condensed Consolidated Statements of Operations. Our shares received in this initial public offering are subject to a 180-day lockup period. Consistent with the provisions of ASU No. 2022-03, contractual sale restrictions are not considered in the fair value measurement of our investment in Tamboran Resources Corporation.
We believe we have a significant influence, but not control or joint control over the investee, due to several factors, including our ownership percentage, operational involvement and role on the investee's board of directors. As of June 30, 2024, our combined equity ownership was approximately 7.2 percent representing 1.0 million common shares in Tamboran Corp. We consider this investment to have a readily determinable fair value and have elected to account for this investment using the fair value option with any changes in fair value recognized through net income. Under the guidance, Topic 820, Fair Value Measurement, this investment is classified as a Level 1 investment based on the quoted stock price which is publicly available. During the three and nine months ended June 30, 2024, we recognized gains of $1.9 million and $3.7 million, respectively, recorded within Gain (loss) on investment securities on our Unaudited Condensed Consolidated Statements of Operations, as a result of the change in fair value of the investment compared to a loss of $1.5 million during the three and nine months ended June 30, 2023, respectively.
Debt Securities During April 2022, the Company made a $33.0 million cornerstone investment in Galileo Holdco 2 Limited Technologies ("Galileo Holdco 2"), part of the group of companies known as Galileo Technologies (“Galileo”) in the form of notes with an option to convert into common shares of the parent of Galileo Holdco 2 ("Galileo parent"). Galileo specializes in liquification, natural gas compression and re-gasification modular systems and technologies to make the production, transportation, and consumption of natural gas, biomethane, and hydrogen more economically viable. The convertible note bears interest at 5.0 percent per annum with a maturity date of the earlier of April 2027 or an exit event (as defined in the agreement as either an initial public offering or a sale of Galileo). During the fiscal year ended September 30, 2023, our convertible note agreement was amended to include any interest which has accrued but not yet compounded or issued as a note. As a result, we include accrued interest in our total investment balance. We do not intend to sell this investment prior to its maturity date or an exit event. As of June 30, 2024, the fair value of the convertible note was approximately equal to the cost basis.
The following table provides quantitative information (in thousands) about our Level 3 unobservable significant inputs related to our debt security investment with Galileo at the dates included below:
June 30, 2024
Fair ValueValuation TechniqueUnobservable Inputs
$36,751 Black-Scholes-Merton modelDiscount rate20.8 %
Risk-free rate4.3 %
Equity volatility105.0 %
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The above significant unobservable inputs are subject to change based on changes in economic and market conditions. The use of significant unobservable inputs creates uncertainty in the measurement of fair value as of the reporting date. Significant increases or decreases in the discount rate, risk-free rate, and equity volatility in isolation would result in a significantly lower or higher fair value measurement. It is not possible for us to predict the effect of future economic or market conditions on our estimated fair values.
A majority of our long-term debt securities, including our investment in Galileo, are classified as available-for-sale and are measured using Level 3 unobservable inputs based on the absence of market activity. The following table reconciles changes in the fair value of our Level 3 assets for the periods presented below:
Three Months Ended
June 30,		Nine Months Ended
June 30,
(in thousands)2024202320242023
Assets at beginning of period$38,551 $35,140 $37,440 $33,565 
Purchases— 41 250 2,116 
Accrued interest450 2,001 1,316 2,001 
Transfers out— — — (500)
Reserves— — (5)— 
Assets at end of period$39,001 $37,182 $39,001 $37,182 

Nonrecurring Fair Value Measurements
We have certain assets that are subject to measurement at fair value on a nonrecurring basis. For these nonfinancial assets, measurement at fair value in periods subsequent to their initial recognition is applicable if they are determined to be impaired. These assets generally include property, plant and equipment, goodwill, intangible assets, and operating lease right-of-use assets. If measured at fair value in the Unaudited Condensed Consolidated Balance Sheets, these would generally be classified within Level 2 or 3 of the fair value hierarchy. Further details on any changes in valuation of these assets is provided in their respective footnotes.
Equity Securities
We also hold various other equity securities without readily determinable fair values, primarily comprised of geothermal investments. These equity securities are initially measured at cost, less any impairments, and will be marked to fair value once observable price changes in identical or similar investments from the same issuer occur. All of our long-term equity securities are measured using Level 3 unobservable inputs based on the absence of market activity.
The following table reconciles changes in the balance of our equity securities, without readily determinable fair values, including investments that have been subsequently marked to fair value, for the periods presented below:
Three Months Ended
June 30,		Nine Months Ended
June 30,
(in millions)2024202320242023
Assets at beginning of period$30,152 $26,301 $28,232 $23,745 
Purchases1,105 — 3,641 2,556 
Disposals
— — (616)— 
Assets at end of period$31,257 $26,301 $31,257 $26,301 
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Contingent Consideration
Other financial instruments measured using Level 3 unobservable inputs primarily consist of potential earnout payments associated with our business acquisition in fiscal year 2019 (for which the measurement period concluded as of June 30, 2024). Contingent consideration is recorded in Accrued liabilities on the Unaudited Condensed Consolidated Balance Sheets based on the expected timing of milestone achievements. The following table reconciles changes in the fair value of our Level 3 liabilities for the periods presented below:
Three Months Ended
June 30,		Nine Months Ended
June 30,
(in thousands)2024202320242023
Liabilities at beginning of period$14,000 $5,030 $9,455 $4,022 
Additions— — — 500 
Total gains or losses:
Included in earnings1,000 4,050 6,670 5,808 
Settlements1
(10,000)(500)(11,125)(1,750)
Liabilities at end of period$5,000 $8,580 $5,000 $8,580 
(1)Settlements represent earnout payments that have been paid or earned during the period.
Other Financial Instruments
The carrying amount of cash and cash equivalents and restricted cash approximates fair value due to the short-term nature of these items. 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 and in federally insured deposit accounts. The carrying value of accounts receivable, other current and noncurrent assets, accounts payable, accrued liabilities and other liabilities approximated fair value at June 30, 2024 and September 30, 2023.
The following information presents the supplemental fair value information for our long-term fixed-rate debt at June 30, 2024 and September 30, 2023:
(in millions)June 30, 2024    September 30, 2023
Long-term debt, net
Carrying value$545.6 $545.1 
Fair value454.5 435.5 
The fair values of the long-term fixed-rate debt is based on broker quotes at June 30, 2024 and September 30, 2023. The notes are classified within Level 2 of the fair value hierarchy as they are not actively traded in markets.
NOTE 11 COMMITMENTS AND CONTINGENCIES
Lease Obligations
During the nine months ended June 30, 2024, we amended the lease for our Tulsa industrial facility. As part of the amendment, we extended the lease term, now continuing through June 30, 2035 with two five-year renewal options, resulting in an increase of $18.1 million to the right-of-use assets and lease liability on our Unaudited Condensed Consolidated Balance Sheet. We recognized one of the five-year renewal options as part of our right-of-use assets and lease liabilities. This contract is accounted for as an operating lease.
Purchase Commitments
Equipment, parts, and supplies are ordered in advance to promote efficient construction and capital improvement progress. At June 30, 2024, we had purchase commitments for equipment, parts and supplies of approximately $99.6 million.
Guarantee Arrangements
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.
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Contingencies
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 or loss contingency. We account for gain contingencies in accordance with the provisions of ASC 450, Contingencies, and, therefore, we do not record gain contingencies or 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. and PDVSA Petroleo, S.A., seeking damages for the seizure of their Venezuelan drilling business in violation of international law and for breach of contract. While there exists the possibility of realizing a recovery on HPIDC's expropriation claims, we are currently unable to determine the timing or amounts we may receive, if any, or the likelihood of recovery.
The Company and its subsidiaries are parties to various other pending legal actions arising in the ordinary course of our business. We maintain insurance against certain business risks subject to certain deductibles. Although no assurance can be given, we believe, based on our experiences to date and taking into account established reserves and insurance, that the ultimate resolution of such items will not have a material adverse impact on our financial condition, cash flows, or results of operations. When we determine a loss is probable of occurring and is reasonably estimable, we accrue an undiscounted liability for such contingencies based on our best estimate using information available at that time. If the estimated loss is a range of potential outcomes and there is no better estimate within the range, we accrue the amount at the low end of the range. We disclose contingencies where an adverse outcome may be material, or in the judgment of management, we conclude the matter should otherwise be disclosed.
NOTE 12 BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION
Description of the Business
We are a performance-driven drilling solutions and technologies company based in Tulsa, Oklahoma with operations in all major U.S. onshore oil and gas producing basins as well as South America, the Middle East and Australia. Our drilling operations consist mainly of contracting Company-owned drilling equipment primarily to large oil and gas exploration companies. We believe we are the recognized industry leader in drilling as well as technological innovation. We focus on offering our customers an integrated solutions-based approach by combining proprietary rig technology, automation software, and digital expertise into our rig operations rather than a product-based offering, such as a rig or separate technology package. Our drilling services operations are organized into the following reportable operating business segments: North America Solutions, International Solutions, and Offshore Gulf of Mexico. 
Each reportable operating segment is a strategic business unit that is managed separately, and consolidated revenues and expenses reflect the elimination of all material intercompany transactions. Our real estate operations, our incubator program for new research and development projects, and our wholly-owned captive insurance companies are included in "Other." External revenues included in “Other” primarily consist of rental income.
Segment Performance
We evaluate segment performance based on income (segment operating income (loss)) before income taxes which includes:
•Revenues from external and internal customers
•Direct operating expenses
•Depreciation and amortization
•Research and development
•Allocated general and administrative expenses
•Asset impairment charges
but excludes gain on reimbursement of drilling equipment, other gain (loss) on sale of assets, corporate selling, general and administrative costs, and corporate depreciation.
General and administrative costs are allocated to the segments based primarily on specific identification and, to the extent that such identification is not practical, other methods may be used which we believe to be a reasonable reflection of the utilization of services provided.
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Summarized financial information of our reportable segments for the three and nine months ended June 30, 2024 and 2023 is shown in the following tables:
Three Months Ended June 30, 2024
(in thousands)North America SolutionsInternational SolutionsOffshore Gulf of MexicoOtherEliminationsTotal
External sales$620,040 $47,882 $27,218 $2,584 $— $697,724 
Intersegment— — — 14,677 (14,677)— 
Total sales620,040 47,882 27,218 17,261 (14,677)697,724 
Segment operating income (loss)
$163,359 $(4,844)$5,010 $(4,791)$(616)$158,118 
Three Months Ended June 30, 2023
(in thousands)North America SolutionsInternational SolutionsOffshore Gulf of MexicoOtherEliminationsTotal
External sales$641,612 $48,692 $31,221 $2,431 $— $723,956 
Intersegment— — — 17,359 (17,359)— 
Total sales641,612 48,692 31,221 19,790 (17,359)723,956 
Segment operating income (loss)
$169,499 $(1,397)$4,705 $2,104 $4,470 $179,381 
Nine Months Ended June 30, 2024
(in thousands)North America SolutionsInternational SolutionsOffshore Gulf of MexicoOtherEliminationsTotal
External sales$1,827,661 $148,512 $78,662 $7,979 $— $2,062,814 
Intersegment— — — 45,649 (45,649)— 
Total sales1,827,661 148,512 78,662 53,628 (45,649)2,062,814 
Segment operating income (loss)
$454,979 $4,148 $8,140 $(2,073)$(1,054)$464,140 
Nine Months Ended June 30, 2023
(in thousands)North America SolutionsInternational SolutionsOffshore Gulf of MexicoOtherEliminationsTotal
External sales$1,944,555 $159,383 $101,364 $7,513 $— $2,212,815 
Intersegment— — — 51,423 (51,423)— 
Total sales1,944,555 159,383 101,364 58,936 (51,423)2,212,815 
Segment operating income $496,945 $4,132 $18,138 $13,604 $4,513 $537,332 
The following table reconciles segment operating income per the tables above to income before income taxes as reported on the Unaudited Condensed Consolidated Statements of Operations:
Three Months Ended
June 30,		Nine Months Ended
June 30,
(in thousands)2024202320242023
Segment operating income$158,118 $179,381 $464,140 $537,332 
Gain on reimbursement of drilling equipment9,732 10,642 24,687 37,940 
Other gain (loss) on sale of assets
(2,730)(4,504)(2,718)394 
Corporate selling, general and administrative costs and corporate depreciation(53,807)(36,777)(140,756)(107,496)
Operating income111,313 148,742 345,353 468,170 
Other income (expense)
Interest and dividend income11,888 10,748 29,189 20,508 
Interest expense(4,336)(4,324)(12,969)(12,918)
Gain (loss) on investment securities389 (18,538)102 6,123 
Other3,134 (672)2,991 (1,218)
Total unallocated amounts11,075 (12,786)19,313 12,495 
Income before income taxes$122,388 $135,956 $364,666 $480,665 
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The following table reconciles segment total assets to total assets as reported on the Unaudited Condensed Consolidated Balance Sheets:
(in thousands)June 30, 2024September 30, 2023
Total assets1
North America Solutions$3,340,926 $3,320,203 
International Solutions526,030 407,143 
Offshore Gulf of Mexico75,885 73,319 
Other171,550 154,290 
4,114,391 3,954,955 
Investments and corporate operations370,591 427,001 
$4,484,982 $4,381,956 
(1)Assets by segment exclude investments in subsidiaries and intersegment activity.
The following table presents revenues from external customers by country based on the location of service provided:
Three Months Ended
June 30,		Nine Months Ended
June 30,
(in thousands)2024202320242023
Operating revenues
United States$648,816 $674,658 $1,911,122 $2,051,133 
Argentina38,064 32,388 107,964 101,712 
Colombia31 9,433 8,976 39,454 
Bahrain4,602 4,458 13,634 10,925 
United Arab Emirates2,287 2,401 8,082 7,280 
Australia2,898 — 9,856 — 
Other foreign1,026 618 3,180 2,311 
Total$697,724 $723,956 $2,062,814 $2,212,815 
Refer to Note 8—Revenue from Contracts with Customers for additional information regarding the recognition of revenue.
NOTE 13 SUBSEQUENT EVENTS
On July 25, 2024, H&P entered into a Sale and Purchase Agreement (the “Purchase Agreement”), among the Majority Sellers named therein (the "Majority Sellers"), the Management Seller named therein (the "Management Seller"), Ocorian Limited, a private company limited by shares incorporated in Jersey (together with the Majority Sellers and the Management Seller, the "Lead Sellers"), HP Global Holdings Limited, a private company limited by shares incorporated in Jersey and a wholly owned subsidiary of H&P (the "Purchaser"), and, for certain purposes set forth therein, KCA Deutag International Limited, a private company limited by shares incorporated in Jersey (“KCA Deutag”).
Pursuant to the terms of the Purchase Agreement, we have agreed to acquire the entire issued share capital of KCA Deutag (such purchase and sale, together with the other transactions contemplated by the Purchase Agreement, the “Acquisition”) for an aggregate cash purchase price of approximately $946.4 million (the “Unadjusted Purchase Price”), which is subject to customary downward adjustments at the closing for certain items of leakage occurring from December 31, 2023 to the closing, transaction costs and transaction-related bonuses. In addition, to the extent certain German tax obligations of KCA Deutag remain outstanding prior to closing, a portion of the Unadjusted Purchase Price equal to EUR €75.4 million plus interest on such amount at an annual rate of 1.8 percent from October 1, 2024 until closing will be deposited into escrow at closing until such tax obligations are finally settled. The Majority Sellers collectively own approximately 60.581 percent of KCA Deutag's outstanding shares, and the Purchaser will acquire the remaining minority shares of KCA Deutag through the exercise of a drag-along right.
The consummation of the Acquisition is subject to the satisfaction or waiver of a number of conditions set forth in the Purchase Agreement, including, (i) the receipt of certain antitrust approvals necessary to consummate the Acquisition, (ii) the accuracy of the warranties set forth in the Purchase Agreement and that certain Deed of Warranty, dated as of July 25, 2024, among the warrantors named therein and the Purchaser, (iii) the absence of a material adverse change with respect to KCA Deutag and its wholly owned subsidiaries and (iv) the compliance by the Lead Sellers and KCA Deutag in all material respects of their obligations under the Purchase Agreement. Subject to the satisfaction of the conditions in the Purchase Agreement, the consummation of the Acquisition is expected to occur prior to the end of the 2024 calendar year.
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In connection with the Acquisition, we entered into a debt commitment letter dated July 25, 2024 with Morgan Stanley Senior Funding, Inc. (“MSSF”), pursuant to which MSSF has committed, subject to satisfaction of standard conditions, to provide us with an unsecured bridge loan facility in an aggregate principal amount of $1.9725 billion (the “Bridge Loan Facility”). We currently intend to fund the Acquisition and related fees, costs and expenses with a combination of cash on hand, borrowings and through one or more debt capital markets or loan facility transactions, subject to market conditions and other factors, and utilize, only to the extent necessary, borrowings under the Bridge Loan Facility.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10‑Q (“Form 10‑Q”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts included in this Form 10-Q are forward-looking statements. Forward-looking statements may be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “predict,” “project,” “target,” “continue,” or the negative thereof or similar terminology, and such include, but are not limited to, statements regarding the Acquisition (as defined herein) and the anticipated benefits, impact and timing of such transaction, our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management. Forward-looking statements are based upon current plans, estimates, and expectations that are subject to risks, uncertainties, and assumptions, many of which are beyond our control and any of which could cause actual results to differ materially from those expressed in or implied by the forward-looking statements. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. The inclusion of such statements should not be regarded as a representation that such plans, estimates, or expectations will be achieved.

Factors that could cause actual results to differ materially from those expressed in or implied by such forward-looking statements include, but are not limited to:
•our ability and the time required to consummate the Acquisition;
•our ability to achieve the strategic and other objectives relating to the proposed Acquisition;
•the risk that regulatory approvals for the Acquisition are not obtained or are obtained subject to conditions that are not anticipated;
•the risk that we are unable to integrate KCA Deutag's operations in a successful manner and in the expected time period;
•the volatility of future oil and natural gas prices;
•contracting of our rigs and actions by current or potential customers;
•the effects of actions by, or disputes among or between, members of the Organization of Petroleum Exporting Countries (“OPEC”) and other oil producing nations (together, “OPEC+”) with respect to production levels or other matters related to the prices of oil and natural gas;
•changes in future levels of drilling activity and capital expenditures by our customers, whether as a result of global capital markets and liquidity, changes in prices of oil and natural gas or otherwise, which may cause us to idle or stack additional rigs, or increase our capital expenditures and the construction, upgrade or acquisition of rigs;
•the impact and effects of public health crises, pandemics and epidemics, such as the COVID-19 pandemic;
•changes in worldwide rig supply and demand, competition, or technology;
•possible cancellation, suspension, renegotiation or termination (with or without cause) of our contracts as a result of general or industry-specific economic conditions, mechanical difficulties, performance or other reasons;
•expansion and growth of our business and operations;
•our belief that the final outcome of our legal proceedings will not materially affect our financial results;
•the impact of federal and state legislative and regulatory actions and policies, affecting our costs and increasing operating restrictions or delay and other adverse impacts on our business;
•environmental or other liabilities, risks, damages or losses, whether related to storms or hurricanes (including wreckage or debris removal), collisions, grounding, blowouts, fires, explosions, other accidents, terrorism or otherwise, for which insurance coverage and contractual indemnities may be insufficient, unenforceable or otherwise unavailable;
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•the impact of geopolitical developments and tensions, war and uncertainty involving or in the geographic region of oil-producing countries (including the ongoing armed conflicts between Russia and Ukraine and Israel and Hamas, and any related political or economic responses and counter-responses or otherwise by various global actors or the general effect on the global economy);
•global economic conditions, such as a general slowdown in the global economy, supply chain disruptions, inflationary pressures, currency fluctuations, and instability of financial institutions, and their impact on the Company;
•our financial condition and liquidity;
•tax matters, including our effective tax rates, tax positions, results of audits, changes in tax laws, treaties and regulations, tax assessments and liabilities for taxes;
•the occurrence of security incidents, including breaches of security, or other attack, destruction, alteration, corruption, or unauthorized access to our information technology systems or destruction, loss, alteration, corruption or misuse or unauthorized disclosure of or access to data;
•potential impacts on our business resulting from climate change, greenhouse gas regulations, and the impact of climate change related changes in the frequency and severity of weather patterns;
•potential long-lived asset impairments; and
•our sustainability strategy, including expectations, plans, or goals related to corporate responsibility, sustainability and environmental matters, and any related reputational risks as a result of execution of this strategy.
Additional factors that could cause actual results to differ materially from our expectations or results discussed in the forward‑looking statements are disclosed in our 2023 Annual Report on Form 10‑K, including under Part I, Item 1A— “Risk Factors” and Item 7— “Management’s Discussion and Analysis of Financial Condition and Results of Operations” thereof, as updated by subsequent reports (including this Quarterly Report) we file with the Securities and Exchange Commission (the "SEC"). All forward-looking statements included in this Quarterly Report and all subsequent written and oral forward‑looking statements, express or implied, are expressly qualified in their entirety by these cautionary statements.
All forward-looking statements speak only as of the date they are made and are based on information available at that time. Because of the underlying risks and uncertainties, we caution you against placing undue reliance on these forward-looking statements. We assume no duty to update or revise these forward‑looking statements based on changes in internal estimates, expectations or otherwise, except as required by law.
Executive Summary
Helmerich & Payne, Inc. (“H&P,” which, together with its subsidiaries, is identified as the “Company,” “we,” “us,” or “our,” except where stated or the context requires otherwise) through its operating subsidiaries provides performance-driven drilling solutions and technologies that are intended to make hydrocarbon recovery safer and more economical for oil and gas exploration and production companies. As of June 30, 2024, our drilling rig fleet included a total of 262 drilling rigs. Our reportable operating business segments consist of the North America Solutions segment with 232 rigs, the International Solutions segment with 23 rigs, and the Offshore Gulf of Mexico segment with seven offshore platform rigs as of June 30, 2024. At the close of the third quarter of fiscal year 2024, we had 161 active contracted rigs, of which 90 were under a fixed-term contract and 71 were working well-to-well, compared to 164 contracted rigs at September 30, 2023. Our long-term strategy remains focused on innovation, technology, safety, operational excellence, and reliability. As we move forward, we believe that our advanced uniform rig fleet, technology offerings, financial strength, contract backlog and strong customer and employee base position us very well to respond to continued cyclical and often times, volatile market conditions and to take advantage of future opportunities.
Market Outlook
With regards to our North America Solutions segment, we believe the current crude oil pricing environment and the desire of many of our customers to at least maintain their present production levels are supportive of current rig activity. In contrast, the weakened natural gas pricing environment that began in calendar 2023 has persisted and caused some customers to keep their natural gas activity relatively low, and in some cases to further pull back on their planned activity levels in calendar 2024. While the Company does have some exposure to customers drilling for natural gas, we believe our exposure to be limited. In total, we expect the average level of capital spending by our customers in calendar year 2024 to remain flat to down by approximately 5.0 percent relative to calendar year 2023. As such, we do not expect much change in activity levels in calendar 2024 from where they are currently; we exited June 30, 2024 with 146 active rigs in our North America Solutions segment.
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During the past few quarters, there has been an increasing number of customer consolidations within the industry with larger E&P operators acquiring or merging with smaller E&P operators. We have seen this phenomenon having a near-term modestly negative affect on overall rig demand as the consolidated entity moves forward with fewer rigs than the two previous entities would have on a stand alone basis. We believe we are less impacted by these consolidations as it appears the demand for super-spec rigs is to a lesser extent affected by these consolidations than the demand for non-super-spec rigs. Furthermore, due to the make-up of our customer base, we typically have an incumbent position with customers that tend to be the acquirers in these transactions.
The overall demand for super-spec rigs in the U.S. remains relatively strong and while some readily available idle super-spec capacity exists in the market, we do not believe it is to a level that would have a significant impact on our rig pricing. We expect this supply-demand dynamic combined with the value proposition we provide our customers through our drilling expertise, high-quality FlexRig® fleet, and automation technology to result in our ability to maintain and possibly improve upon current contract economics.
Collectively, our other business segments, International Solutions and Offshore Gulf of Mexico, are exposed to the same macro commodity price environment affecting our North America Solutions segment; however, activity levels in the International Solutions segment are also subject to other various geopolitical and financial factors specific to the countries of our operations. At present, activity levels in the International Solutions and Offshore Gulf of Mexico business segments are expected to remain relatively steady at current levels for the remainder of fiscal year 2024. We are currently pursuing an international expansion strategy with the aim to provide growth and diversification for the Company with the understanding that such a strategy will take time and capital to execute. During the remainder of fiscal year 2024, we plan to continue to devote capital to our international expansion strategy and, in particular, to a recent contract award for seven super-spec rigs in the Kingdom of Saudi Arabia. We had contemplated the capital spending necessary to prepare these rigs for export as part of our fiscal year 2024 capital expenditure budget. A majority of these rigs are currently scheduled for delivery and customer acceptance during our first half of fiscal year 2025 and thus will have no revenue impact on fiscal year 2024 results. We currently have one rig in the Kingdom of Saudi Arabia related to a previous contract award; that rig is preparing to commence operations and is expected to do so prior to the end of fiscal 2024
Over the past two years, the Company has experienced inflationary pressures related to labor and consumable inventory and more recently as a result of cost-acceleration related to running our rig fleet harder to achieve the well designs, lateral lengths and drilling efficiencies our customers demand. The inflationary forces have abated, and the financial impacts were partially mitigated by pass-through mechanisms in our contracts. However, the performance and efficiency gains we achieve require us to continue to push the service intensity of our rigs and equipment. Accordingly, we expect operational expenses to remain at elevated levels compared to recent years. Additionally, we are also experiencing inflationary pressures in our non-operational expenses particularly around labor and third-party services. As a consequence of these pressures, we continue to project an increase in our selling, general and administrative expenses during fiscal year 2024.
Recent Developments
International Revenue Contracts
In February 2024, the Company finalized the contractual terms with Saudi Aramco for a seven super-spec FlexRig® tender award for work in the Kingdom of Saudi Arabia. These rigs are expected to commence operations shortly after delivery. The rigs are being sourced from our idle super-spec rigs in the U.S., converted to walking configurations, and further equipped to suit contractual specifications. Currently, we have a rig in country related to a previous contractual award that is preparing to commence operations.
KCA Deutag Acquisition
On July 25, 2024, H&P entered into a Sale and Purchase Agreement (the “Purchase Agreement”), among the Majority Sellers named therein (the "Majority Sellers"), the Management Seller named therein (the "Management Seller"), Ocorian Limited, a private company limited by shares incorporated in Jersey (together with the Majority Sellers and the Management Seller, the "Lead Sellers"), HP Global Holdings Limited, a private company limited by shares incorporated in Jersey and a wholly owned subsidiary of H&P (the "Purchaser"), and, for certain purposes set forth therein, KCA Deutag International Limited, a private company limited by shares incorporated in Jersey (the "Target" or "KCA Deutag").
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Pursuant to the terms of the Purchase Agreement, we have agreed to acquire the entire issued share capital of KCA Deutag (such purchase and sale, together with the other transactions contemplated by the Purchase Agreement, the “Acquisition”) for an aggregate cash purchase price of approximately $946.4 million (the “Unadjusted Purchase Price”), which is subject to customary downward adjustments at the closing for certain items of leakage occurring from December 31, 2023 to the closing, transaction costs and transaction-related bonuses. In addition, to the extent certain German tax obligations of KCA Deutag remain outstanding prior to closing, a portion of the Unadjusted Purchase Price equal to EUR €75.4 million plus interest on such amount at an annual rate of 1.8 percent from October 1, 2024 until closing will be deposited into escrow at closing until such tax obligations are finally settled. The Majority Sellers collectively own approximately 60.581 percent of KCA Deutag's outstanding shares, and the Purchaser will acquire the remaining minority shares of KCA Deutag through the exercise of a drag-along right.
The consummation of the Acquisition is subject to the satisfaction or waiver of a number of conditions set forth in the Purchase Agreement, including, (i) the receipt of certain antitrust approvals necessary to consummate the Acquisition, (ii) the accuracy of the warranties set forth in the Purchase Agreement and that certain Deed of Warranty, dated as of July 25, 2024, among the warrantors named therein and the Purchaser, (iii) the absence of a material adverse change with respect to KCA Deutag and its wholly owned subsidiaries and (iv) the compliance by the Lead Sellers and KCA Deutag in all material respects of their obligations under the Purchase Agreement. Subject to the satisfaction of the conditions in the Purchase Agreement, the consummation of the Acquisition is expected to occur prior to the end of the 2024 calendar year.
Contract Backlog
As of June 30, 2024 and September 30, 2023, our contract drilling backlog, being the expected future dayrate revenue from executed contracts, was $1.5 billion and $1.4 billion, respectively. The increase in backlog from September 30, 2023 to June 30, 2024 is primarily due to the Company finalizing contractual terms with Saudi Aramco for a seven super-spec FlexRig® tender award for work in the Kingdom of Saudi Arabia. These amounts do not include anticipated contract renewals or expected performance bonuses. Approximately 78.8 percent of the June 30, 2024 total backlog is reasonably expected to be fulfilled in fiscal year 2025 and thereafter.
The following table sets forth the total backlog by reportable segment as of June 30, 2024 and September 30, 2023, and the percentage of the June 30, 2024 backlog reasonably expected to be fulfilled in fiscal year 2025 and thereafter:
(in billions)June 30, 2024September 30, 2023
Percentage Reasonably
Expected to be Fulfilled in Fiscal Year 2025
and Thereafter
North America Solutions$0.8 $1.1 64.6 %
International Solutions
0.7 0.3 95.2 
Offshore Gulf of Mexico
— — — 
 $1.5 $1.4   
The early termination of a contract may result in a rig being idle for an extended period of time, which could adversely affect our financial condition, results of operations and cash flows. In some limited circumstances, such as sustained unacceptable performance by us, no early termination payment would be paid to us. Early terminations could cause the actual amount of revenue earned to vary from the backlog reported. See Item 1A—"Risk Factors—Our current backlog of drilling services and solutions revenue may decline and may not be ultimately realized as fixed‑term contracts and may, in certain instances, be terminated without an early termination payment” within our 2023 Annual Report on Form 10-K filed with the SEC, regarding fixed term contract risk.
Results of Operations for the Three Months Ended June 30, 2024 and 2023
Consolidated Results of Operations
Net Income We reported income of $88.7 million ($0.88 per diluted share) for the three months ended June 30, 2024 compared to income of $95.3 million ($0.93 per diluted share) for the three months ended June 30, 2023. 
Operating Revenue Consolidated operating revenues were $697.7 million and $724.0 million for the three months ended June 30, 2024 and 2023, respectively. The decrease was primarily driven by lower activity levels.
Direct Operating Expenses, Excluding Depreciation and Amortization Direct operating expenses were $418.2 million and $430.2 million for the three months ended June 30, 2024 and 2023, respectively. The decrease was primarily attributable to the aforementioned lower activity levels.
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Selling, General and Administrative Expense Selling, general and administrative expenses increased to $66.9 million during the three months ended June 30, 2024 compared to $49.3 million during the three months ended June 30, 2023. The increase was primarily due to a $12.1 million increase in professional services, consulting, and IT related expenses and $4.7 million increase in labor and labor-related expenses.
Gain (Loss) on Investment Securities During the three months ended June 30, 2024, we recognized an aggregate gain of $0.4 million on investment securities. The gain consisted of $5.6 million and $1.9 million gains on our equity investments in ADNOC Drilling and Tamboran Corp., respectively; both of which were a result of increases in the fair market value of the stocks. These gains were offset by a $7.1 million loss on investment recognized during the three months ended June 30, 2024 as a result of a Blue Chip Swap transaction that occurred during the period. See—Note 2—Summary of Significant Accounting Policies, Related Risks and Uncertainties—International Solutions Drilling Risks for additional information related to the Blue Chip Swap. During the three months ended June 30, 2023, we recognized an aggregate loss of $18.5 million on investment securities. The loss was primarily due to $17.0 million and $1.5 million losses on our equity investments in ADNOC Drilling and Tamboran Corp., respectively; both of which were a result of fluctuations in the fair market value of the stocks.
Income Taxes For the three months ended June 30, 2024, we recorded income tax expense of $33.7 million (which includes a discrete tax benefit of $0.8 million primarily related to provision to return adjustments) compared to income tax expense of $40.7 million (which includes discrete tax expense of $2.4 million primarily related to an increase in our deferred state income tax rate) for the three months ended June 30, 2023. Our statutory federal income tax rate for fiscal year 2024 and 2023 is 21.0 percent (before incremental state and foreign taxes).
North America Solutions
Three Months Ended June 30,
(in thousands, except operating statistics)20242023% Change
Operating revenues$620,040 $641,612 (3.4)%
Direct operating expenses342,617 364,688 (6.1)
Depreciation and amortization89,207 87,209 2.3 
Research and development10,623 7,254 46.4 
Selling, general and administrative expense14,234 12,962 9.8 
Segment operating income$163,359 $169,499 (3.6)
Financial Data and Other Operating Statistics1:
      
Direct margin (Non-GAAP)2
$277,423 $276,924 0.2 
Revenue days3
13,683 15,075 (9.2)
Average active rigs4
150 166 (9.2)
Number of active rigs at the end of period5
146 153 (4.6)
Number of available rigs at the end of period232 233 (0.4)
Reimbursements of "out-of-pocket" expenses$74,915 $82,688 (9.4)
(1)These operating metrics and financial data, including average active rigs, are provided to allow investors to analyze the various components of segment financial results in terms of activity, utilization and other key results. Management uses these metrics to analyze historical segment financial results and as the key inputs for forecasting and budgeting segment financial results.
(2)Direct margin, which is considered a non-GAAP metric, is defined as operating revenues less direct operating expenses and is included as a supplemental disclosure because we believe it is useful in assessing and understanding our current operational performance, especially in making comparisons over time. See — Non-GAAP Measurements below for a reconciliation of segment operating income (loss) to direct margin.
(3)Defined as the number of contractual days we recognized revenue for during the period.
(4)Active rigs generate revenue for the Company; accordingly, 'average active rigs' represents the average number of rigs generating revenue during the applicable time period. This metric is calculated by dividing revenue days by total days in the applicable period (i.e., 91 days).
(5)Defined as the number of rigs generating revenue at the applicable end date of the time period.
Operating Revenues Operating revenues were $620.0 million and $641.6 million in the three months ended June 30, 2024 and 2023, respectively. The $21.6 million decrease in operating revenue was primarily due to a 9.2 percent decrease in activity levels partially offset by higher average pricing levels.
Direct Operating Expenses Direct operating expenses decreased to $342.6 million during the three months ended June 30, 2024 as compared to $364.7 million during the three months ended June 30, 2023. This decrease was primarily driven by lower activity levels, partially offset by an increase in per revenue day labor and materials and supplies expense.
Depreciation and Amortization Expense Depreciation and amortization expense increased to $89.2 million during the three months ended June 30, 2024 as compared to $87.2 million during the three months ended June 30, 2023. The increase was primarily driven by $2.7 million of accelerated depreciation recognized during the three months ended June 30, 2024 for components on rigs that are scheduled for conversion in fiscal year 2024.
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Selling, General and Administrative Expense Selling, general and administrative expense increased to $14.2 million during the three months ended June 30, 2024 as compared to $13.0 million during the three months ended June 30, 2023. The increase was primarily driven by a $0.9 million increase in labor and labor-related expenses.
International Solutions
Three Months Ended June 30,
(in thousands, except operating statistics)20242023% Change
Operating revenues$47,882 $48,692 (1.7)%
Direct operating expenses47,446 45,390 4.5 
Depreciation2,797 2,171 28.8 
Selling, general and administrative expense2,483 2,528 (1.8)
Segment operating loss
$(4,844)$(1,397)246.7 
  
Financial Data and Other Operating Statistics1:
Direct margin (Non-GAAP)2
$436 $3,302 (86.8)
Revenue days3
1,067 1,215 (12.2)
Average active rigs4
12 13 (12.2)
Number of active rigs at the end of period5
12 13 (7.7)
Number of available rigs at the end of period23 22 4.5 
Reimbursements of "out-of-pocket" expenses$2,069 $2,098 (1.4)
(1)These operating metrics and financial data, including average active rigs, are provided to allow investors to analyze the various components of segment financial results in terms of activity, utilization and other key results. Management uses these metrics to analyze historical segment financial results and as the key inputs for forecasting and budgeting segment financial results.
(2)Direct margin, which is considered a non-GAAP metric, is defined as operating revenues less direct operating expenses and is included as a supplemental disclosure because we believe it is useful in assessing and understanding our current operational performance, especially in making comparisons over time. See — Non-GAAP Measurements below for a reconciliation of segment operating income (loss) to direct margin.
(3)Defined as the number of contractual days we recognized revenue for during the period.
(4)Active rigs generate revenue for the Company; accordingly, 'average active rigs' represents the average number of rigs generating revenue during the applicable time period. This metric is calculated by dividing revenue days by total days in the applicable period (i.e., 91 days).
(5)Defined as the number of rigs generating revenue at the applicable end date of the time period.
Operating Revenues Operating revenues were $47.9 million and $48.7 million in the three months ended June 30, 2024 and 2023, respectively. The $0.8 million decrease in operating revenue was primarily due to a 12.2 percent decrease in activity levels partially offset by higher ancillary services revenue.
Direct Operating Expenses Direct operating expenses increased to $47.4 million during the three months ended June 30, 2024 as compared to $45.4 million during the three months ended June 30, 2023. This increase was primarily driven by a $1.5 million increase in materials and supplies expense associated with the development of our Saudi Arabia operations.
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Offshore Gulf of Mexico
Three Months Ended June 30,
(in thousands, except operating statistics)2024    2023    % Change
Operating revenues$27,218 $31,221  (12.8)%
Direct operating expenses19,611 23,913  (18.0)
Depreciation1,798 1,873  (4.0)
Selling, general and administrative expense799 730  9.5 
Segment operating income$5,010 $4,705  6.5 
Financial Data and Other Operating Statistics1:
 
Direct margin (Non-GAAP)2
$7,607 $7,308 4.1 
Revenue days3
273 364 (25.0)
Average active rigs4
3 4  (25.0)
Number of active rigs at the end of period5
3 4  (25.0)
Number of available rigs at the end of period7 7  — 
Reimbursements of "out-of-pocket" expenses$7,746 $7,823  (1.0)
(1)These operating metrics and financial data, including average active rigs, are provided to allow investors to analyze the various components of segment financial results in terms of activity, utilization and other key results. Management uses these metrics to analyze historical segment financial results and as the key inputs for forecasting and budgeting segment financial results.
(2)Direct margin, which is considered a non-GAAP metric, is defined as operating revenues less direct operating expenses and is included as a supplemental disclosure because we believe it is useful in assessing and understanding our current operational performance, especially in making comparisons over time. See — Non-GAAP Measurements below for a reconciliation of segment operating income (loss) to direct margin.
(3)Defined as the number of contractual days we recognized revenue for during the period.
(4)Active rigs generate revenue for the Company; accordingly, 'average active rigs' represents the average number of rigs generating revenue during the applicable time period. This metric is calculated by dividing revenue days by total days in the applicable period (i.e., 91 days).
(5)Defined as the number of rigs generating revenue at the applicable end date of the time period.
Operating Revenues Operating revenues were $27.2 million and $31.2 million in the three months ended June 30, 2024 and 2023, respectively. The $4.0 million decrease in operating revenue was primarily due to a 25.0 percent decrease in activity partially offset by higher pricing.
Direct Operating Expenses Direct operating expenses decreased to $19.6 million during the three months ended June 30, 2024 as compared to $23.9 million during the three months ended June 30, 2023. This decrease was primarily driven by a decrease in activity levels as described above partially offset by a decrease in per revenue day materials and supplies expense.
Other Operations
Results of our other operations, excluding corporate selling, general and administrative costs, and corporate depreciation, are as follows:
Three Months Ended June 30,
(in thousands)2024    2023    % Change
Operating revenues$17,261 $19,790  (12.8)%
Direct operating expenses21,413 16,790 27.5 
Depreciation277   515  (46.2)
Selling, general and administrative expense362 381 (5.0)
Operating income (loss)
$(4,791)$2,104  (327.7)
Operating Revenues We continue to use our Captive insurance companies to insure the deductibles for our domestic workers’ compensation, general liability, automobile liability claims programs, and medical stop-loss program and to insure the deductibles from the Company's international casualty and rig property programs. Operating revenues of $17.3 million and $19.8 million during the three months ended June 30, 2024 and 2023, respectively, primarily consisted of $14.7 million and $17.4 million, respectively, in intercompany premium revenues recorded by the Captives. These revenues were eliminated upon consolidation. 
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Direct Operating Expenses Direct operating expenses of $21.4 million and $16.8 million during the three months ended June 30, 2024 and 2023, respectively, primarily consisted of $5.3 million and $5.5 million, respectively, in adjustments to accruals for estimated losses allocated to the Captives, rig and casualty insurance premiums of $9.5 million and $9.7 million, respectively, and medical stop loss expenses of $4.1 million and $2.1 million, respectively. The change to accruals for estimated losses was primarily due to actuarial valuation adjustments by our third-party actuary.

Results of Operations for the Nine Months Ended June 30, 2024 and 2023


Consolidated Results of Operations
Net Income We reported income of $268.7 million ($2.67 per diluted share) for the nine months ended June 30, 2024 compared to income of $356.5 million ($3.39 per diluted share) for the nine months ended June 30, 2023. 
Operating Revenue Consolidated operating revenues were $2.1 billion and $2.2 billion for the nine months ended June 30, 2024 and 2023, respectively. The decrease was primarily driven by lower activity levels.
Direct Operating Expenses, Excluding Depreciation and Amortization Direct operating expenses were $1.2 billion and $1.3 billion for the nine months ended June 30, 2024 and 2023, respectively. The decrease was primarily attributable to the aforementioned lower activity levels. Additionally, during the nine months ended June 30, 2024, we recognized $6.7 million in direct operating expenses associated with the fair value adjustment of contingent consideration related to potential earnout payments associated with our business acquisitions in fiscal year 2019, partially offset by a gain on involuntary conversion of a rig of approximately $5.5 million.
Selling, General and Administrative Expense Selling, general and administrative expenses increased to $185.5 million during the nine months ended June 30, 2024 compared to $150.6 million during the nine months ended June 30, 2023. The increase was primarily due to a $16.6 million increase in labor and labor-related expenses; and a $14.7 million increase in professional services, consulting, and IT related expense.
Asset Impairment Charges During the nine months ended June 30, 2023, we recorded $12.1 million in asset impairment charges as the Company initiated a plan to decommission, scrap and/or sell certain assets including four international FlexRig® drilling rigs and four international conventional drilling rigs, and assets previously classified as Assets held-for-sale and additional equipment were written down to scrap value. Refer to segment results below for further details.
Gain on Investment Securities During the nine months ended June 30, 2024, we recognized an aggregate gain of $0.1 million on investment securities. The gain consisted of $3.7 million and $3.5 million gains on our equity investments in Tamboran Corp. and ADNOC Drilling; both of which were a result of increases in the fair market values of the stocks. The gains on our equity investments in Tamboran Corp. and ADNOC Drilling were offset by a $7.1 million loss on investment recognized during the nine months ended June 30, 2024 as a result of a Blue Chip Swap transaction that occurred during the period. See Note 2—Summary of Significant Accounting Policies, Related Risks and Uncertainties—International Solutions Drilling Risks for additional details related to the Blue Chip Swap. During the nine months ended June 30, 2023, we recognized an aggregate gain of $6.1 million on investment securities. The gain was primarily due to a $7.4 million gain on our equity investment in ADNOC Drilling, partially offset by a $1.5 million loss on our investment in Tamboran Corp.; both of which were a result of fluctuations in the fair market value of the stocks.
Income Taxes For the nine months ended June 30, 2024 we recorded income tax expense of $96.0 million (which includes a discrete tax benefit of $1.6 million primarily related to equity compensation and return to provision adjustments) compared to income tax expense of $124.2 million for the nine months ended June 30, 2023 (which includes a discrete tax expense of $2.3 million primarily related to an increase in our deferred state income tax rate and equity compensation). Our statutory federal income tax rate for fiscal year 2024 and 2023 is 21.0 percent (before incremental state and foreign taxes).
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North America Solutions
Nine Months Ended June 30,
(in thousands, except operating statistics)20242023% Change
Operating revenues$1,827,661 $1,944,555 (6.0)%
Direct operating expenses1,022,763 1,111,154 (8.0)
Depreciation and amortization273,799 266,093 2.9 
Research and development32,318 23,051 40.2 
Selling, general and administrative expense43,802 43,364 1.0 
Asset impairment charges— 3,948 (100.0)
Segment operating income$454,979 $496,945 (8.4)
Financial Data and Other Operating Statistics1:
Direct margin (Non-GAAP)2
$804,898 $833,401 (3.4)
Revenue days3
41,516 48,142 (13.8)
Average active rigs4
152 176 (13.8)
Number of active rigs at the end of period5
146 153 (4.6)
Number of available rigs at the end of period232 233 (0.4)
Reimbursements of "out-of-pocket" expenses$218,227 $239,288 (8.8)
(1)These operating metrics and financial data, including average active rigs, are provided to allow investors to analyze the various components of segment financial results in terms of activity, utilization and other key results. Management uses these metrics to analyze historical segment financial results and as the key inputs for forecasting and budgeting segment financial results.
(2)Direct margin, which is considered a non-GAAP metric, is defined as operating revenues less direct operating expenses and is included as a supplemental disclosure because we believe it is useful in assessing and understanding our current operational performance, especially in making comparisons over time. See — Non-GAAP Measurements below for a reconciliation of segment operating income (loss) to direct margin.
(3)Defined as the number of contractual days we recognized revenue for during the period.
(4)Active rigs generate revenue for the Company; accordingly, 'average active rigs' represents the average number of rigs generating revenue during the applicable time period. This metric is calculated by dividing revenue days by total days in the applicable period (i.e., 274 days).
(5)Defined as the number of rigs generating revenue at the applicable end date of the time period.
Operating Revenues Operating revenues were $1.8 billion and $1.9 billion in the nine months ended June 30, 2024 and 2023, respectively. The $0.1 billion decrease in operating revenue was primarily due to a 13.8 percent decrease in activity levels partially offset by higher average pricing levels.
Direct Operating Expenses Direct operating expenses decreased to $1.0 billion during the nine months ended June 30, 2024 as compared to $1.1 billion during the nine months ended June 30, 2023. This decrease was primarily driven by lower activity levels, partially offset by an increase in per revenue day labor and materials and supplies expense.

    Depreciation and Amortization Expense Depreciation and amortization expense increased to $273.8 million during the nine months ended June 30, 2024 as compared to $266.1 million during the nine months ended June 30, 2023. The increase was primarily driven by $10.9 million of accelerated depreciation recognized during the nine months ended June 30, 2024 for components on rigs that are scheduled for conversion in fiscal year 2024.
Research and Development Expense Research and development expense increased to $32.3 million during the nine months ended June 30, 2024 as compared to $23.1 million during the nine months ended June 30, 2023. The increase was driven by an associated asset acquisition that occurred during the nine months ended June 30, 2024, as well as costs related to expanded project scopes.
Asset Impairment Charges During the nine months ended June 30, 2023, assets that were previously classified as Assets held-for-sale were either sold or written down to scrap value. The aggregate net book value of these remaining assets was $3.0 million, which exceeded the estimated scrap value of $0.3 million, resulting in a non-cash impairment charge of $2.7 million during the nine months ended June 30, 2023. During the same period, we also identified additional equipment that met the asset held-for-sale criteria and were reclassified as Assets held-for-sale on our Unaudited Condensed Consolidated Balance Sheets. The aggregate net book value of the equipment of $1.4 million was written down to its estimated scrap value of $0.1 million, resulting in a non-cash impairment charge of $1.3 million during the nine months ended June 30, 2023.
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International Solutions
Nine Months Ended June 30,
(in thousands, except operating statistics)20242023% Change
Operating revenues$148,512 $159,383 (6.8)
Direct operating expenses129,479 133,642 (3.1)
Depreciation7,549 5,215 44.8 
Selling, general and administrative expense7,336 8,245 (11.0)
Asset impairment charges— 8,149 (100.0)
Segment operating income$4,148 $4,132 0.4 
Financial Data and Other Operating Statistics1:
Direct margin (Non-GAAP)2
$19,033 $25,741 (26.1)
Revenue days3
3,278 3,618 (9.4)
Average active rigs4
12 13 (9.4)
Number of active rigs at the end of period5
12 13 (7.7)
Number of available rigs at the end of period23 22 4.5 
Reimbursements of "out-of-pocket" expenses$7,417 $7,743 (4.2)
(1)These operating metrics and financial data, including average active rigs, are provided to allow investors to analyze the various components of segment financial results in terms of activity, utilization and other key results. Management uses these metrics to analyze historical segment financial results and as the key inputs for forecasting and budgeting segment financial results.
(2)Direct margin, which is considered a non-GAAP metric, is defined as operating revenues less direct operating expenses and is included as a supplemental disclosure because we believe it is useful in assessing and understanding our current operational performance, especially in making comparisons over time. See — Non-GAAP Measurements below for a reconciliation of segment operating income (loss) to direct margin.
(3)Defined as the number of contractual days we recognized revenue for during the period.
(4)Active rigs generate revenue for the Company; accordingly, 'average active rigs' represents the average number of rigs generating revenue during the applicable time period. This metric is calculated by dividing revenue days by total days in the applicable period (i.e., 274 days).
(5)Defined as the number of rigs generating revenue at the applicable end date of the time period
Operating Revenues Operating revenues were $148.5 million and $159.4 million in the nine months ended June 30, 2024 and 2023, respectively. The $10.9 million decrease in operating revenue was primarily due to an 9.4 percent decrease in activity levels partially offset by higher average pricing levels and higher ancillary services revenue.
Direct Operating Expenses Direct operating expenses decreased to $129.5 million during the nine months ended June 30, 2024 as compared to $133.6 million during the nine months ended June 30, 2023. This decrease was primarily driven by a 9.4 percent decrease in activity levels partially offset by higher per revenue day labor expenses.
Asset Impairment Charges During the nine months ended June 30, 2023, the Company initiated a plan to decommission and scrap four international FlexRig® drilling rigs and four conventional drilling rigs located in Argentina that are not suitable for unconventional drilling. As a result, these rigs were reclassified to Assets held-for-sale on our Unaudited Condensed Consolidated Balance Sheets as of March 31, 2023. The rigs’ aggregate net book value of $8.8 million was written down to the estimated scrap value of $0.7 million, which resulted in a non-cash impairment charge of $8.1 million during the nine months ended June 30, 2023.
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Offshore Gulf of Mexico
Nine Months Ended June 30,
(in thousands, except operating statistics)20242023% Change
Operating revenues$78,662 $101,364 (22.4)%
Direct operating expenses62,200 75,292 (17.4)
Depreciation5,807 5,671 2.4 
Selling, general and administrative expense2,515 2,263 11.1 
Segment operating income$8,140 $18,138 (55.1)
Financial Data and Other Operating Statistics1:
Direct margin (Non-GAAP)2
$16,462 $26,072 (36.9)
Revenue days3
835 1,092 (23.5)
Average active rigs4
3 4 (23.5)
Number of active rigs at the end of period5
3 4 (25.0)
Number of available rigs at the end of period7 7 — 
Reimbursements of "out-of-pocket" expenses$24,430 $23,006 6.2 
(1)These operating metrics and financial data, including average active rigs, are provided to allow investors to analyze the various components of segment financial results in terms of activity, utilization and other key results. Management uses these metrics to analyze historical segment financial results and as the key inputs for forecasting and budgeting segment financial results.
(2)Direct margin, which is considered a non-GAAP metric, is defined as operating revenues less direct operating expenses and is included as a supplemental disclosure because we believe it is useful in assessing and understanding our current operational performance, especially in making comparisons over time. See — Non-GAAP Measurements below for a reconciliation of segment operating income (loss) to direct margin.
(3)Defined as the number of contractual days we recognized revenue for during the period.
(4)Active rigs generate revenue for the Company; accordingly, 'average active rigs' represents the average number of rigs generating revenue during the applicable time period. This metric is calculated by dividing revenue days by total days in the applicable period (i.e., 274 days).
(5)Defined as the number of rigs generating revenue at the applicable end date of the time period
Operating Revenues Operating revenues were $78.7 million and $101.4 million in the nine months ended June 30, 2024 and 2023, respectively. The $22.7 million decrease in operating revenue was primarily due to a 23.5 percent decrease in activity levels.
Direct Operating Expenses Direct operating expenses decreased to $62.2 million during the nine months ended June 30, 2024 as compared to $75.3 million during the nine months ended June 30, 2023. This decrease was primarily driven by a decrease in activity levels as described above.

Other Operations
Results of our other operations, excluding corporate selling, general and administrative costs, and corporate depreciation, are as follows:
Nine Months Ended June 30,
(in thousands)20242023% Change
Operating revenues$53,628 $58,936 (9.0)%
Direct operating expenses53,412 43,035 24.1 
Depreciation1,224 1,428 (14.3)
Selling, general and administrative expense1,065 869 22.6 
Operating income (loss)
$(2,073)$13,604 (115.2)
Operating Revenues We continue to use our Captive insurance companies to insure the deductibles for our domestic workers’ compensation, general liability, automobile liability claims programs, and medical stop-loss program and to insure the deductibles from the Company's international casualty and rig property programs. Operating revenues of $53.6 million and $58.9 million during the nine months ended June 30, 2024 and 2023, respectively, primarily consisted of $45.7 million and $51.4 million, respectively, in intercompany premium revenues recorded by the Captives. These revenues were eliminated upon consolidation. 
Direct Operating Expenses Direct operating expenses of $53.4 million and $43.0 million during the nine months ended June 30, 2024 and 2023, respectively, primarily consisted of $10.4 million and $10.2 million, respectively, in adjustments to accruals for estimated losses allocated to the Captives, rig and casualty insurance premiums of $28.5 million and $30.6 million, respectively, and medical stop loss expenses of $11.4 million and $7.4 million, respectively. The change to accruals for estimated losses was primarily due to actuarial valuation adjustments by our third-party actuary.
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Liquidity and Capital Resources
Sources of Liquidity
Our sources of available liquidity include existing cash balances on hand, cash flows from operations, and availability under the 2018 Credit Facility. Our liquidity requirements include meeting ongoing working capital needs, funding our capital expenditure projects, paying dividends declared, and repaying our outstanding indebtedness. Historically, we have financed operations primarily through internally generated cash flows. During periods when internally generated cash flows are not sufficient to meet liquidity needs, we may utilize cash on hand, borrow from available credit sources, access capital markets or sell our investments. Likewise, if we are generating excess cash flows or have cash balances on hand beyond our near-term needs, we may return cash to shareholders through dividends or share repurchases, or we may invest in highly rated short‑term money market and debt securities. These investments can include U.S. Treasury securities, U.S. Agency issued debt securities, highly rated corporate bonds and commercial paper, certificates of deposit and money market funds. However, in some international locations we may make short-term investments that are less conservative, as equivalent highly rated investments are unavailable. See—Note 2—Summary of Significant Accounting Policies, Related Risks and Uncertainties—International Solutions Drilling Risks.
We may seek to access the debt and equity capital markets from time to time to raise additional capital, increase liquidity as necessary, fund our additional purchases, exchange or redeem senior notes, or repay any amounts under the 2018 Credit Facility. Our ability to access the debt and equity capital markets depends on a number of factors, including our credit rating, market and industry conditions and market perceptions of our industry, general economic conditions, our revenue backlog and our capital expenditure commitments.
Cash Flows
Our cash flows fluctuate depending on a number of factors, including, among others, the number of our drilling rigs under contract, the revenue we receive under those contracts, the efficiency with which we operate our drilling rigs, the timing of collections on outstanding accounts receivable, the timing of payments to our vendors for operating costs, and capital expenditures. As our revenues increase, operating net working capital is typically a use of capital, while conversely, as our revenues decrease, operating net working capital is typically a source of capital.
As of June 30, 2024, we had cash and cash equivalents of $203.6 million, restricted cash of $78.4 million and short-term investments of $86.1 million. Our cash flows for the nine months ended June 30, 2024, and 2023 are presented below:
Nine Months Ended June 30,
(in thousands)2024    2023
Net cash provided by (used in):
Operating activities$515,907 $619,000 
Investing activities(353,998)(191,044)
Financing activities(196,145)(414,992)
Net increase (decrease) in cash and cash equivalents and restricted cash
$(34,236)$12,964 
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Operating Activities
Our operating net working capital (non-GAAP) as of June 30, 2024 and September 30, 2023 is presented below:
June 30,September 30,
(in thousands)20242023
Total current assets$970,319 $1,006,625 
Less:
Cash and cash equivalents203,633 257,174 
Short-term investments86,088 93,600 
Assets held-for-sale— 645 
Prepaid property, plant and equipment
15,316 21,821 
665,282 633,385 
Total current liabilities456,792 418,931 
Less:
Dividends payable42,045 25,194 
$414,747 $393,737 
Operating net working capital (non-GAAP)$250,535 $239,648 
Cash flows provided by operating activities were approximately $515.9 million and $619.0 million for the nine months ended June 30, 2024 and 2023, respectively. The change in cash provided by operating activities is primarily driven by lower activity levels partially offset by higher average pricing levels and a reduced negative impact from increases in operating net working capital. For the purpose of understanding the impact on our cash flows from operating activities, operating net working capital is calculated as current assets, excluding cash and cash equivalents, short-term investments, assets held-for-sale, and prepaid property, plant and equipment, less current liabilities, excluding dividends payable.
Operating net working capital was $250.5 million and $239.6 million as of June 30, 2024 and September 30, 2023, respectively. This metric is considered a non-GAAP measure of the Company's liquidity. The Company considers operating net working capital to be a supplemental measure for presenting and analyzing trends in our cash flows from operations over time. Likewise, the Company believes that operating net working capital is useful to investors because it provides a means to evaluate the operating performance of the business using criteria that are used by our internal decision makers.
Investing Activities
Capital Expenditures Our capital expenditures during the nine months ended June 30, 2024 were $389.1 million compared to $281.8 million during the nine months ended June 30, 2023. The increase in capital expenditures is driven by the timing of procurement associated with equipment overhauls and certain long-term projects including the procurement of long lead items for international expansion projects.
Net Sales of Short-Term Investments Our net sales of short-term investments during the nine months ended June 30, 2024 were $3.6 million compared to net sales of $46.5 million during the nine months ended June 30, 2023. The change in activity is driven by our ongoing liquidity management. Additionally, the Central Bank of Argentina's currency controls continue to limit our ability to access U.S. dollars in Argentina and remit cash from our Argentine operations. The execution of certain trades known as Blue Chip Swaps effectively results in a parallel U.S. dollar exchange rate. During the nine months ended June 30, 2024, we entered into a Blue Chip Swap transaction, which resulted in a $7.1 million loss on investment recorded in Gain (loss) on investment securities within our Unaudited Condensed Consolidated Statements of Operations. As a result of the Blue Chip Swap transaction, $13.8 million of net cash was repatriated to the U.S. during the period.
Purchases of Long-Term Investments Our purchases of long-term investments during the nine months ended June 30, 2024 were $9.2 million compared to $18.8 million during the nine months ended June 30, 2023. Our activity during the nine months ended June 30, 2024 was driven by $9.2 million in purchases of various equity and debt securities. The activity during the nine months ended June 30, 2023 was driven by our $14.1 million equity investment in Tamboran Corp and $4.1 million in various geothermal energy companies debt and equity securities.
Insurance Proceeds from Involuntary Conversion In November 2022, a fire at a wellsite caused substantial damage to one of our super spec-rigs within our North America Solutions segment. The major components were destroyed beyond repair and considered a total loss, and, as a result, these assets were written off and the rig was removed from our available rig count. At the time of the loss, the rig was fully insured under replacement cost insurance. During the nine months ended June 30, 2024, we collected $5.5 million of the total expected insurance proceeds. The total insurance proceeds received during the period exceeds the recognized loss and therefore was recognized as a gain within operating income during the nine months ended June 30, 2024.
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Sale of Assets Our proceeds from asset sales during the nine months ended June 30, 2024 were $35.1 million compared to proceeds of $63.0 million during the nine months ended June 30, 2023. The decrease in proceeds is mainly driven by lower rig activity which drives lower reimbursement from customers for lost or damaged drill pipe and other used drilling equipment.
Financing Activities
Dividends We paid dividends of $1.26 per share, comprised of a base cash dividend of $0.75 and a supplemental cash dividend of $0.51, during the nine months ended June 30, 2024. Comparatively, during the nine months ended June 30, 2023, we paid dividends of $1.46 per share, comprising of a base cash dividend of $0.75 and a supplemental cash dividend of $0.71. Total dividends paid were $126.4 million and $152.6 million during the nine months ended June 30, 2024 and 2023, respectively.
Repurchase of Shares The Company has an evergreen authorization from the Board of Directors for the repurchase of up to four million common shares in any calendar year. The repurchases are made using our cash and cash equivalents or other available sources. During the nine months ended June 30, 2024, we repurchased 1.4 million common shares at an aggregate cost of $51.6 million, including excise tax of $0.3 million. During the nine months ended June 30, 2023, we repurchased 6.5 million common shares at an aggregate cost of $249.0 million, including excise tax of $1.8 million.
Senior Notes
2.90% Senior Notes due 2031 On September 29, 2021, we issued $550.0 million aggregate principal amount of the 2.90 percent 2031 Notes in an offering to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act (“Rule 144A”) and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act (“Regulation S”). Interest on the 2031 Notes is payable semi-annually on March 29 and September 29 of each year, commencing on March 29, 2022.
In June 2022, we settled a registered exchange offer (the “Registered Exchange Offer”) to exchange the 2031 Notes for new, SEC-registered notes that are substantially identical to the terms of the 2031 Notes, except that the offer and issuance of the new notes have been registered under the Securities Act and certain transfer restrictions, registration rights and additional interest provisions relating to the 2031 Notes do not apply to the new notes. All of the 2031 Notes were exchanged in the Registered Exchange Offer.
The indenture governing the 2031 Notes contains certain covenants that, among other things and subject to certain exceptions, limit the ability of the Company and its subsidiaries to incur certain liens; engage in sale and lease-back transactions; and consolidate, merge or transfer all or substantially all of the assets of the Company. The indenture governing the 2031 Notes also contains customary events of default with respect to the 2031 Notes.
Credit Facility
On November 13, 2018, we entered into a credit agreement by and among the Company, as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto, which was amended on November 13, 2019, providing for an unsecured revolving credit facility (as amended, the “2018 Credit Facility”), that was set to mature on November 13, 2024. On April 16, 2021, lenders with $680.0 million of commitments under the 2018 Credit Facility exercised their option to extend the maturity of the 2018 Credit Facility from November 13, 2024 to November 12, 2025. No other terms of the 2018 Credit Facility were amended in connection with this extension. On March 8, 2022, we entered into the second amendment to the 2018 Credit Facility, which, among other things, raised the number of potential future extensions of the maturity date applicable to extending lenders from one to two such potential extensions and replaced provisions in respect of interest rate determinations that were based on the London Interbank Offered Rate with provisions based on the Secured Overnight Financing Rate. Additionally, lenders with $680.0 million of commitments under the 2018 Credit Facility exercised their option to extend the maturity of the 2018 Credit Facility from November 12, 2025 to November 11, 2026. On February 10, 2023, lenders with $680.0 million of commitments under the 2018 Credit Facility exercised their option to extend the maturity of the 2018 Credit Facility from November 11, 2026 to November 12, 2027. The remaining $70.0 million of commitments under the 2018 Credit Facility will expire on November 13, 2024, unless extended by the applicable lender before such date.
The 2018 Credit Facility has $750.0 million in aggregate availability with a maximum of $75.0 million available for use as letters of credit. As of June 30, 2024, there were no borrowings or letters of credit outstanding, leaving $750.0 million available to borrow under the 2018 Credit Facility. For a full description of the 2018 Credit Facility, see Note 6—Debt to the Consolidated Financial Statements in our 2023 Annual Report on Form 10-K.
As of June 30, 2024, we had $120.0 million in uncommitted bilateral credit facilities, for the purpose of obtaining the issuance of international letters of credit, bank guarantees, and performance bonds. Of the $120.0 million, $41.7 million was outstanding as of June 30, 2024. Separately, we had $5.0 million in standby letters of credit and bank guarantees outstanding. In total, we had $46.7 million outstanding as of June 30, 2024.
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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 June 30, 2024, we were in compliance with all debt covenants.
Future Cash Requirements
Our operating cash requirements, scheduled debt repayments, interest payments, any declared dividends, and estimated capital expenditures for fiscal year 2024 and 2025 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. If needed, we may decide to obtain additional funding from our $750.0 million 2018 Credit Facility. We currently do not anticipate the need to draw on the 2018 Credit Facility. Our indebtedness under our unsecured senior notes totaled $550.0 million at June 30, 2024 and matures on September 29, 2031. 
As of June 30, 2024, we had a $494.4 million deferred tax liability on our Unaudited Condensed Consolidated Balance Sheets, primarily related to temporary differences between the financial and income tax basis of property, plant and equipment. Our capital expenditures over the last several years have been subject to accelerated depreciation methods (including bonus depreciation) available under the Internal Revenue Code of 1986, as amended, enabling us to defer a portion of cash tax payments to future years. Future levels of capital expenditures and results of operations will determine the timing and amount of future cash tax payments. We expect to be able to meet any such obligations, other than those related to the Acquisition, utilizing cash and investments on hand, as well as cash generated from ongoing operations.
In connection with the Acquisition, we entered into a debt commitment letter dated July 25, 2024 with Morgan Stanley Senior Funding, Inc. (“MSSF”), pursuant to which MSSF has committed, subject to satisfaction of standard conditions, to provide us with an unsecured bridge loan facility in an aggregate principal amount of $1.9725 billion (the “Bridge Loan Facility”). We currently intend to fund the Acquisition and related fees, costs and expenses with a combination of cash on hand, borrowings and through one or more debt capital markets or loan facility transactions, subject to market conditions and other factors, and utilize, only to the extent necessary, borrowings under the Bridge Loan Facility.
As of June 30, 2024, we have recorded unrecognized tax benefits and related interest and penalties of approximately $0.7 million. During the three months ended June 30, 2024, $2.7 million of the unrecognized tax benefits, interest and penalties was recognized as a result of a lapse of the statute of limitations. Any further reversals or payments of the liability cannot be estimated at this time.
A base cash dividend of $0.25 per share and a quarterly supplemental cash dividend of $0.17 per share were declared on June 5, 2024 for shareholders of record on August 16, 2024, payable on August 30, 2024, resulting in a Dividend payable of $42.0 million on our Unaudited Condensed Consolidated Balance Sheets as of June 30, 2024.
The long‑term debt to total capitalization ratio was 16.1 percent and 16.6 percent at June 30, 2024 and September 30, 2023, respectively. For additional information regarding debt agreements, refer to Note 5—Debt to the Unaudited Condensed Consolidated Financial Statements.
There were no other significant changes in our financial position since September 30, 2023.
Material Commitments
Material commitments as reported in our 2023 Annual Report on Form 10-K have not changed significantly as of June 30, 2024, other than those disclosed in Note 11—Commitments and Contingencies to the Unaudited Condensed Consolidated Financial Statements.
Critical Accounting Policies and Estimates
Our accounting policies and estimates that are critical or the most important to understand our financial condition and results of operations, and that require management to make the most difficult judgments, are described in our 2023 Annual Report on Form 10-K. There have been no material changes in these critical accounting policies and estimates.
Recently Issued Accounting Standards
See Note 2—Summary of Significant Accounting Policies, Related Risks and Uncertainties to the Unaudited Condensed Consolidated Financial Statements for new accounting standards not yet adopted.
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Non-GAAP Measurements
Direct Margin
Direct margin is considered a non-GAAP metric. We define "Direct margin" as operating revenues less direct operating expenses. Direct margin is included as a supplemental disclosure because we believe it is useful in assessing and understanding our current operational performance, especially in making comparisons over time. Direct margin is not a substitute for financial measures prepared in accordance with U.S. GAAP and should therefore be considered only as supplemental to such U.S. GAAP financial measures.
The following table reconciles direct margin to segment operating income (loss), which we believe is the financial measure calculated and presented in accordance with U.S. GAAP that is most directly comparable to direct margin.
Three Months Ended June 30, 2024
(in thousands)North America SolutionsInternational SolutionsOffshore Gulf of Mexico
Segment operating income (loss)
$163,359 $(4,844)$5,010 
Add back:
Depreciation and amortization89,207 2,797 1,798 
Research and development10,623 — — 
Selling, general and administrative expense14,234 2,483 799 
Direct margin (Non-GAAP)$277,423 $436 $7,607 
Three Months Ended June 30, 2023
(in thousands)North America SolutionsInternational SolutionsOffshore Gulf of Mexico
Segment operating income (loss)
$169,499 $(1,397)$4,705 
Add back:
Depreciation and amortization87,209 2,171 1,873 
Research and development7,254 — — 
Selling, general and administrative expense12,962 2,528 730 
Direct margin (Non-GAAP)$276,924 $3,302 $7,308 


Nine Months Ended June 30, 2024
(in thousands)North America SolutionsInternational SolutionsOffshore Gulf of Mexico
Segment operating income$454,979 $4,148 $8,140 
Add back:
Depreciation and amortization273,799 7,549 5,807 
Research and development32,318 — — 
Selling, general and administrative expense43,802 7,336 2,515 
Direct margin (Non-GAAP)$804,898 $19,033 $16,462 


Nine Months Ended June 30, 2023
(in thousands)North America SolutionsInternational SolutionsOffshore Gulf of Mexico
Segment operating income $496,945 $4,132 $18,138 
Add back:
Depreciation and amortization266,093 5,215 5,671 
Research and development23,051 — — 
Selling, general and administrative expense43,364 8,245 2,263 
Asset impairment charges3,948 8,149 — 
Direct margin (Non-GAAP)$833,401 $25,741 $26,072 
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For a description of our market risks, see the following:
•Note 10—Fair Value Measurement of Financial Instruments to the Unaudited Condensed Consolidated Financial Statements contained in Item 1 of Part I hereof with regard to equity price risk which is incorporated herein by reference;
•“Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our 2023 Annual Report on Form 10-K filed with the SEC on November 8, 2023;
•Note 5—Debt to the Unaudited Condensed Consolidated Financial Statements contained in Item 1 of Part I hereof with regard to interest rate risk which is incorporated herein by reference; and
•Note 2—Summary of Significant Accounting Policies, Related Risks and Uncertainties to the Unaudited Condensed Consolidated Financial Statements contained in Item 1 of Part I hereof with regard to foreign currency exchange rate risk which is incorporated herein by reference.
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this report, an evaluation was performed with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of June 30, 2024 at ensuring that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
There have been no material changes in our internal controls over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See Note 11—Commitments and Contingencies to the Unaudited Condensed Consolidated Financial Statements for information regarding our legal proceedings.
ITEM 1A. RISK FACTORS
There have been no material changes in the risk factors previously disclosed in Part I, Item 1A— “Risk Factors” in our 2023 Annual Report on Form 10-K other than those set forth below.
We will incur a substantial amount of additional debt to complete the Acquisition. Our debt level may limit our financial and business flexibility.
We expect to fund the cash purchase price for the Acquisition, as well as the refinancing, prepayment, replacement, redemption, repurchase, discharge and/or defeasance of certain existing indebtedness of the Target and its subsidiaries, transaction expenses, general corporate expenses and working capital needs, with a combination of cash on hand and through the incurrence of approximately $2.0 billion of new indebtedness. We currently anticipate such indebtedness will consist of borrowings through one or more debt capital markets or loan facility transactions, subject to market conditions and other factors, and, only to the extent necessary, borrowings under the Bridge Loan Facility.
Such incurrence would result in a significant increase to our outstanding long-term indebtedness, which was $550.0 million as of June 30, 2024. Subject to the limitations contained in our existing and any future debt instruments, we may be able to incur additional debt from time to time to finance working capital, capital expenditures, investments or acquisition, or for other purposes. If we do so, the risks related to our level debt could increase. Our ability to repay all the forgoing obligations will depend on, among other things, our financial position and performance, as well as prevailing market conditions and other factors beyond our control.
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Our increased indebtedness could have important consequences. For example:
•we may be required to dedicate a substantial portion of our cash flows from operations to payments on our indebtedness, thereby reducing our ability to use our cash flow to fund working capital, acquisitions, capital expenditures and general corporate matters, including dividend payments and stock repurchases;
•we may not be able to generate sufficient cash flow to meet our substantial debt service obligations or to fund our other liquidity needs. If this occurs, we may have to take actions such as selling assets, selling equity, or reducing or delaying capital expenditures, strategic acquisitions, investments and joint ventures, or restructuring our debt;
•as a result of the amount of our outstanding indebtedness and the restrictive covenants to which we are or may become subject, if we determine that we require additional financing to fund future working capital, capital investments, or other business activities, we may not be able to obtain such financing on commercially reasonable terms, or at all; and
•our flexibility in planning for, or reacting to, changes in our business and industry may be limited, thereby placing us at a competitive disadvantage compared with our competitors that have less indebtedness.
The Acquisition is subject to a number of conditions, which, if not fulfilled, or not fulfilled in a timely manner, may delay or reduce the anticipated benefits of the Acquisition, result in additional expenditures of money and resources, or result in termination of the Purchase Agreement.
The Purchase Agreement contains a number of conditions to the consummation of the Acquisition. If any of these conditions are not satisfied or waived prior to October 25, 2025, it is possible that the Purchase Agreement may be terminated. In addition, satisfying the conditions to and the consummation of the Acquisition may take longer and could cost more than we expect. Many of the conditions to the consummation of the Acquisition are not within the parties’ control, and the parties cannot predict when or if these conditions will be satisfied. Any delay in completing the Acquisition may adversely affect the cost savings and other benefits that we expect to achieve if the Acquisition and the integration of the Target’s business are completed within the expected timeframe. Further, there can be no assurance that the conditions to the closing of the Acquisition will be satisfied or waived or that the Acquisition will be completed.
If the Acquisition is consummated, we may be unable to successfully integrate the Target’s business or achieve the anticipated benefits of the Acquisition, or the anticipated benefits attributable to the Acquisition may vary from our expectations.
Our ability to achieve the anticipated benefits of the Acquisition will depend in part upon whether we can integrate the Target’s business into our existing business in an efficient and effective manner. We may not be able to accomplish this integration process successfully. The integration process may be subject to delays or changed circumstances, and we can give no assurance that the Target’s assets will perform in accordance with our expectations or that our expectations with respect to integration or cost savings as a result of the Acquisition will materialize. The success of the Acquisition will depend, in significant part, on the Company’s ability to successfully integrate the acquired business, grow the revenue of the Company and realize the anticipated strategic benefits from the Acquisition. Additionally, the integration process may result in the disruption of ongoing business and there could be potential unknown liabilities and unforeseen expenses associated with the Acquisition that were not discovered in the course of performing due diligence. The integration may also require significant time and focus from management following the Acquisition which may disrupt the Company’s business and results of operations.
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The Company believes that the addition of the Target will complement its strategy and provide operational and financial scale. This growth and the anticipated benefits of the Acquisition may not be realized fully or at all or may take longer to realize than expected. Actual operating, technological, strategic and revenue opportunities, if achieved at all, may be less significant than expected or may take longer to achieve than anticipated. If the Company is not able to achieve or realize the anticipated benefits expected from the Acquisition within the anticipated timing or at all, its business and operating results may be adversely affected. Potential difficulties in realizing the anticipated benefits of the Acquisition include, but are not limited to: (i) disruptions of relationships with customers, distributors, suppliers, vendors and other business partners as a result of uncertainty associated with the Acquisition; (ii) difficulties integrating the Target’s operations with our own in a manner that permits us to achieve the full revenue and cost savings anticipated from the transaction; (iii) complexities associated with managing a larger and more complex business, including difficulty addressing possible inconsistencies in standards, controls or operational philosophies and the challenge of integrating complex systems, technology, networks and other assets of each of the companies in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies; (iv) difficulties integrating personnel, vendors and business partners; (v) loss of key employees who are critical to our future operations due to uncertainty about their roles within the Company following the Acquisition or other concerns regarding the Acquisition; (vi) potential unknown liabilities and unforeseen expenses; (vii) performance shortfalls at one or more of the companies as a result of the diversion of management’s attention to integration efforts; and (viii) disruption of, or the loss of momentum in, each company’s ongoing business.
Our future success will depend, in part, on our ability to manage our expanded business by, among other things, integrating the assets, operations and personnel of the Target in an efficient and timely manner, consolidating systems and management controls and successfully integrating relationships with customers, vendors and business partners. Failure to successfully manage the combined operations may have an adverse effect on our business, reputation, financial condition and results of operations.
Our business relationships may be subject to disruption due to uncertainty associated with the Acquisition, which could have a material adverse effect on our results of operations, cash flows and financial position pending and following the Acquisition.
Parties with which we do business may experience uncertainty associated with the Acquisition, including with respect to current or future business relationships with us. Our business relationships may be subject to disruption as customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners may attempt to delay or defer entering into new business relationships, negotiate changes in existing business relationships or consider entering into business relationships with parties other than us or the Target. These disruptions could have a material adverse effect on our results of operations, cash flows and financial position, regardless of whether the Acquisition is completed, as well as a material adverse effect on our ability to realize the expected cost savings and other benefits of the Acquisition. The risk and adverse effect of any disruption could be exacerbated by a delay in completion of the Acquisition or the termination of the Purchase Agreement.
Uncertainties associated with the Acquisition may cause a loss of management personnel and other key employees, which could adversely affect our future business and operations.
We are dependent on the experience and industry knowledge of our officers and other key employees to execute our business plans. Our success after the Acquisition will depend in part upon our ability to retain key management personnel and other key employees. Current and prospective employees may experience uncertainty about their roles within the combined company or other concerns regarding the timing and completion of the Acquisition or the operations of the combined company following the Acquisition, any of which may have an adverse effect on our ability to retain or attract key management and other key personnel. In addition, the loss of key personnel could diminish the anticipated benefits of the Acquisition and the integration of the companies may be more difficult. Furthermore, we may have to incur significant costs in identifying, hiring and retaining replacements for departing employees and may lose significant expertise and talent relating to the business of each of the companies. No assurance can be given that we will be able to retain or attract key management personnel and other key employees of the Target to the same extent that we have previously been able to retain or attract our own employees.
hpunifiedlogocolorlarge.jpg Q3 FY24 FORM 10-Q | 47
Failure to complete the Acquisition could negatively impact our stock price and have a material adverse effect on our results of operations, cash flows and financial position.
If the Acquisition is not completed for any reason, including as a result of failure to obtain all requisite regulatory approvals, our ongoing business may be materially adversely affected and, without realizing any of the benefits of having completed the Acquisition, we would be subject to a number of risks, including the following: (i) we may experience negative reactions from the financial markets, including negative impacts on our stock price; (ii) we may experience negative reactions from our customers, distributors, suppliers, vendors, landlords, joint venture partners and other business partners; (iii) we will still be required to pay certain significant costs relating to the Acquisition, such as legal, accounting, consulting, financial advisor and printing fees; (iv) matters relating to the Acquisition (including integration planning) requires substantial commitments of time and resources by our management, which may have resulted in the distraction of our management from ongoing business operations and pursuing other opportunities that could have been beneficial to us; and (v) litigation related to any failure to complete the Acquisition or related to any enforcement proceeding commenced against us to perform our obligations pursuant to the Purchase Agreement. If the Acquisition is not completed, these risks may materialize and they may have a material adverse effect on our results of operations, cash flows, financial position and stock price.
We will incur significant transaction costs in connection with the Acquisition.
We have incurred and are expected to continue to incur a number of non-recurring costs associated with the Acquisition, combining the operations of the Target with ours and realizing the expected benefits of the transaction. A substantial majority of non-recurring expenses will consist of transaction costs and include, among others, fees paid to financial, legal, accounting and other advisors. Some of these costs are payable by us regardless of whether the Acquisition is completed. There are also a large number of processes, policies, procedures, operations, technologies and systems that may or must be integrated in connection with the Acquisition and the integration of operations with ours. While we have assumed that a certain level of expenses would be incurred in connection with the Acquisition, there are many factors beyond our control that could affect the total amount or the timing of the integration and implementation expenses. Although we expect that the elimination of duplicative costs, as well as the realization of expected benefits related to the integration of the Target’s assets, should allow us to offset these transaction costs over time, this net benefit may not be achieved in the near term or at all. There may also be additional unanticipated significant costs in connection with the Acquisition that we may not recoup. These costs and expenses could reduce the realization of efficiencies, strategic benefits and additional income we expect to achieve from the Acquisition.
The Acquisition represents an expansion outside of our current geographic regions, and we may encounter new obstacles operating in different geographic regions.
Our operations have historically focused on North America and the Offshore Gulf of Mexico, and we also have existing operations internationally in Argentina, Bahrain, Colombia, the United Arab Emirates and Australia. The Acquisition represents an expansion into Europe and Africa and a broader presence in the Middle East. Certain aspects related to operating in these new regions may not be as familiar to us as our current operating regions. As a result, we may encounter obstacles that may cause us not to achieve the expected results of the Acquisition. These obstacles may include a less familiar geopolitical landscape, new customers with whom we have no established relationship, pressure from local governments to hire local employees, use local suppliers or to direct business to nationalized companies, unfamiliar operating conditions and a distinct regulatory environment. Additionally, the Target has significant operations in developing countries and other nations which are high on the Corruptions Perceptions Index published by Transparency International. Such operations inherently pose a heightened risk of potential violations of anti-corruption laws, which violations 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 operations. Any adverse conditions, regulations or developments related to our expansion into or within these regions may have a negative impact on our business, financial condition and results of operations.
Our future results following the Acquisition will suffer if we do not effectively manage our expanded operations.
Following the Acquisition, the size and geographic footprint of our business will increase. Our future success will depend, in part, upon our ability to manage this expanded business, which may pose substantial challenges for management, including challenges related to the management and monitoring of new operations and geographies and associated increased costs and complexity. We may also face increased scrutiny from governmental authorities as a result of the increase in the size of our business. There can be no assurances that we will be successful or that we will realize the expected operating efficiencies, cost savings, revenue enhancements or other benefits currently anticipated from the Acquisition.
hpunifiedlogocolorlarge.jpg Q3 FY24 FORM 10-Q | 48
The pendency of the Acquisition could adversely affect the Company’s business, results of operations and financial condition.
The pendency of the Acquisition could cause disruptions in the Company’s business, which could have an adverse effect on the Company’s business, results of operations and financial condition. In particular, the attention of the Company’s management may be directed towards the Acquisition, including obtaining required approvals and other transaction-related considerations and may be diverted from the day-to-day business operations of the Company and matters related to the Acquisition may require commitments of time and resources that could otherwise have been devoted to other opportunities that might have been beneficial to the Company. Any of these matters could adversely affect the businesses of, or harm the results of operations, financial condition or cash flows of the Company even after the Acquisition is consummated.
The inability to complete the Acquisition on the initial terms agreed to or in the expected time frame may adversely affect our business, financial condition or results of operations.
We may not be able to consummate the Acquisition on the terms contemplated, or at all, if the applicable regulatory approvals are not obtained and/or other customary closing conditions are not satisfied. Any difficulties with respect to the consummation of the Acquisition may adversely affect our business, financial condition or results of operations. Additionally, failure to consummate the Acquisition on the terms contemplated may adversely affect our intended strategy of geographic expansion and may impact management’s focus on such strategy.
ITEM 5. OTHER INFORMATION
(c) Trading Plans
None.
ITEM 6. EXHIBITS
The following documents are included as exhibits to this Form 10-Q. Those exhibits below that are incorporated herein by reference are indicated as such by the information supplied in the parenthetical thereafter. If no parenthetical appears after an exhibit, the exhibit is filed or furnished herewith.
Exhibit
Number		Description
2.1†
3.1
3.2
31.1
31.2
32
101
Financial statements from the quarterly report on Form 10-Q of Helmerich & Payne, Inc. for the quarter ended June 30, 2024, filed on July 25, 2024, formatted in Inline Extensive Business Reporting Language (XBRL): (i) the Unaudited Condensed Consolidated Balance Sheets, (ii) the Unaudited Condensed Consolidated Statements of Operations, (iii) the Unaudited Condensed Consolidated Statements of Comprehensive Income, (iv) the Unaudited Condensed Consolidated Statements of Shareholders’ Equity, (v) the Unaudited Condensed Consolidated Statements of Cash Flows and (vi) the Notes to Unaudited Condensed Consolidated Financial Statements.
104Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101).

† Certain of the schedules and exhibits to the agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the SEC upon request.
hpunifiedlogocolorlarge.jpg Q3 FY24 FORM 10-Q | 49
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

HELMERICH & PAYNE, INC.
(Registrant)
Date:July 25, 2024By:/S/ JOHN W. LINDSAY
John W. Lindsay
Director, President and Chief Executive Officer
Date:July 25, 2024By:/S/ MARK W. SMITH
Mark W. Smith
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)

hpunifiedlogocolorlarge.jpg Q3 FY24 FORM 10-Q | 50

Exhibit 31.1
CERTIFICATION
I, John W. Lindsay, certify that:
1    I have reviewed this report on Form 10‑Q of Helmerich & Payne, Inc.;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and have:
(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 25, 2024
/s/ John W. Lindsay
John W. Lindsay
Director, President and Chief Executive Officer



Exhibit 31.2
CERTIFICATION
I, Mark W. Smith, certify that:
1.    I have reviewed this annual report on Form 10‑Q of Helmerich & Payne, Inc.;
2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.    The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the registrant and have:
(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.    The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 25, 2024
/s/ Mark W. Smith
Mark W. Smith
Senior Vice President and Chief Financial Officer



Exhibit 32
Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes‑Oxley Act of 2002
In connection with the Quarterly Report of Helmerich & Payne, Inc. (the “Company”) on Form 10‑Q for the period ended June 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), John W. Lindsay, as Director, President and Chief Executive Officer of the Company, and Mark W. Smith, as Senior Vice President and Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002, to the best of his knowledge, that:
(1)    The Report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John W. Lindsay/s/ Mark W. Smith
John W. LindsayMark W. Smith
Director, President and Chief Executive OfficerSenior Vice President and Chief Financial Officer
Date: July 25, 2024Date: July 25, 2024


v3.24.2
COVER - shares
 9 Months Ended
Jun. 30, 2024
Jul. 18, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2024  
Document Transition Report false  
Entity File Number 1-4221  
Entity Registrant Name HELMERICH & PAYNE, INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 73-0679879  
Entity Address, Address Line One 222 North Detroit Avenue,  
Entity Address, City or Town Tulsa  
Entity Address, State or Province OK  
Entity Address, Postal Zip Code 74103  
City Area Code 918  
Local Phone Number 742-5531  
Title of 12(b) Security Common Stock ($0.10 par value)  
Trading Symbol HP  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   98,755,412
Document Fiscal Period Focus Q3  
Amendment Flag false  
Document Fiscal Year Focus 2024  
Current Fiscal Year End Date --09-30  
Entity Central Index Key 0000046765  
v3.24.2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Jun. 30, 2024
Sep. 30, 2023
Current Assets:    
Cash and cash equivalents $ 203,633 $ 257,174
Restricted cash 78,369 59,064
Short-term investments 86,088 93,600
Accounts receivable, net of allowance of $2,377 and $2,688, respectively 415,395 404,188
Inventories of materials and supplies, net 115,312 94,227
Prepaid expenses and other, net 71,522 97,727
Assets held-for-sale 0 645
Total current assets 970,319 1,006,625
Investments 292,229 264,947
Property, plant and equipment, net 3,014,345 2,921,695
Other Noncurrent Assets:    
Goodwill 45,653 45,653
Intangible assets, net 55,752 60,575
Operating lease right-of-use assets 57,315 50,400
Other assets, net 49,369 32,061
Total other noncurrent assets 208,089 188,689
Total assets 4,484,982 4,381,956
Current Liabilities:    
Accounts payable 158,896 130,852
Dividends payable 42,045 25,194
Accrued liabilities 255,851 262,885
Total current liabilities 456,792 418,931
Noncurrent Liabilities:    
Long-term debt, net 545,589 545,144
Deferred income taxes 494,412 517,809
Other 131,344 128,129
Total noncurrent liabilities 1,171,345 1,191,082
Commitments and Contingencies (Note 11)
Shareholders' Equity:    
Common stock, $0.10 par value, 160,000,000 shares authorized, 112,222,865 shares issued as of June 30, 2024 and September 30, 2023, and 98,755,412 and 99,426,526 shares outstanding as of June 30, 2024 and September 30, 2023, respectively 11,222 11,222
Preferred stock, no par value, 1,000,000 shares authorized, no shares issued 0 0
Additional paid-in capital 510,379 525,369
Retained earnings 2,833,136 2,707,715
Accumulated other comprehensive loss (8,499) (7,981)
Treasury stock, at cost, 13,467,453 shares and 12,796,339 shares as of June 30, 2024 and September 30, 2023, respectively (489,393) (464,382)
Total shareholders’ equity 2,856,845 2,771,943
Total liabilities and shareholders' equity $ 4,484,982 $ 4,381,956
v3.24.2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Jun. 30, 2024
Sep. 30, 2023
Current Assets:    
Allowance for accounts receivable $ 2,377 $ 2,688
Common Stock    
Common stock, par value (in dollars per share) $ 0.10 $ 0.10
Common stock, shares authorized (in shares) 160,000,000 160,000,000
Common stock, shares issued (in shares) 112,222,865 112,222,865
Common stock, shares outstanding (in shares) 98,755,412 99,426,526
Preferred Stock    
Preferred stock shares par value (in dollars per share) $ 0 $ 0
Preferred stock, shares authorized (in shares) 1,000,000 1,000,000
Preferred stock, shares issued (in shares) 0 0
Treasury Stock    
Treasury stock, shares (in shares) 13,467,453 12,796,339
v3.24.2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands
 3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
OPERATING REVENUES        
Drilling services $ 695,139,000 $ 721,567,000 $ 2,054,835,000 $ 2,205,419,000
Other 2,585,000 2,389,000 7,979,000 7,396,000
Total operating revenues 697,724,000 723,956,000 2,062,814,000 2,212,815,000
OPERATING COSTS AND EXPENSES        
Drilling services operating expenses, excluding depreciation and amortization 417,028,000 429,182,000 1,222,182,000 1,306,543,000
Other operating expenses 1,144,000 1,003,000 3,307,000 3,317,000
Depreciation and amortization 97,816,000 94,811,000 296,352,000 287,721,000
Research and development 10,555,000 7,085,000 32,105,000 22,720,000
Selling, general and administrative 66,870,000 49,271,000 185,484,000 150,581,000
Asset impairment charges 0 0 0 12,097,000
Gain on reimbursement of drilling equipment (9,732,000) (10,642,000) (24,687,000) (37,940,000)
Other (gain) loss on sale of assets (2,730,000) (4,504,000) (2,718,000) 394,000
Total operating costs and expenses 586,411,000 575,214,000 1,717,461,000 1,744,645,000
OPERATING INCOME 111,313,000 148,742,000 345,353,000 468,170,000
Other income (expense)        
Interest and dividend income 11,888,000 10,748,000 29,189,000 20,508,000
Interest expense (4,336,000) (4,324,000) (12,969,000) (12,918,000)
Gain (loss) on investment securities 389,000 (18,538,000) 102,000 6,123,000
Other 3,134,000 (672,000) 2,991,000 (1,218,000)
Total unallocated amounts 11,075,000 (12,786,000) 19,313,000 12,495,000
Income before income taxes 122,388,000 135,956,000 364,666,000 480,665,000
Income tax expense 33,703,000 40,663,000 95,977,000 124,187,000
NET INCOME $ 88,685,000 $ 95,293,000 $ 268,689,000 $ 356,478,000
Basic earnings per common share        
Net income (loss) (in dollars per share) $ 0.89 $ 0.93 $ 2.68 $ 3.40
Diluted earnings per common share:        
Net income (in dollars per share) $ 0.88 $ 0.93 $ 2.67 $ 3.39
Weighted average shares outstanding:        
Basic (in shares) 98,752 101,163 98,891 103,464
Diluted (in shares) 99,007 101,550 99,116 103,852
v3.24.2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Statement of Comprehensive Income [Abstract]        
Net income $ 88,685 $ 95,293 $ 268,689 $ 356,478
Other comprehensive income (loss), net of income taxes:        
Net change related to employee benefit plans, net of income taxes of $(39.5) thousand and $(118.5) thousand for the three and nine months ended June 30, 2024, respectively, and $(59.6) thousand and $(209.8) thousand for the three and nine months ended June 30, 2023, respectively 134 255 402 767
Unrealized loss on available-for-sale debt security, net of income taxes of $270.9 thousand for the three and nine months ended June 30, 2024, respectively (920) 0 (920) 0
Other comprehensive income (loss) (786) 255 (518) 767
Comprehensive income $ 87,899 $ 95,548 $ 268,171 $ 357,245
v3.24.2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($)
 3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Statement of Comprehensive Income [Abstract]        
Income tax on minimum pension liability adjustments $ (39,500) $ (59,600) $ (118,500) $ (209,800)
Other Comprehensive (Income) Loss, Other, Tax $ 270,900   $ 270,900  
v3.24.2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-In Capital
Retained Earnings
Accumulated Other Comprehensive Income (Loss)
Treasury Stock
Beginning balance (in shares) at Sep. 30, 2022   112,222,000        
Beginning balance at Sep. 30, 2022 $ 2,765,472 $ 11,222 $ 528,278 $ 2,473,572 $ (12,072) $ (235,528)
Beginning balance (in shares) at Sep. 30, 2022           6,929,000
Increase (Decrease) in Shareholders' Equity            
Net income 97,145     97,145    
Other comprehensive income (loss) 256       256  
Dividends declared (76,611)     (76,611)    
Vesting of restricted stock awards, net of shares withheld for employee taxes (9,483)   (22,776)     $ 13,293
Vesting of restricted stock awards, net of shares withheld for employee taxes (in shares)           (449,000)
Stock-based compensation 8,273   8,273      
Share repurchases (in shares)           844,000
Share repurchases (39,060)         $ (39,060)
Other (847)   (847)      
Ending balance (in shares) at Dec. 31, 2022   112,222,000        
Ending balance at Dec. 31, 2022 2,745,145 $ 11,222 512,928 2,494,106 (11,816) $ (261,295)
Ending balance (in shares) at Dec. 31, 2022           7,324,000
Beginning balance (in shares) at Sep. 30, 2022   112,222,000        
Beginning balance at Sep. 30, 2022 2,765,472 $ 11,222 528,278 2,473,572 (12,072) $ (235,528)
Beginning balance (in shares) at Sep. 30, 2022           6,929,000
Increase (Decrease) in Shareholders' Equity            
Net income 356,478          
Other comprehensive income (loss) 767          
Ending balance (in shares) at Jun. 30, 2023   112,222,000        
Ending balance at Jun. 30, 2023 2,708,081 $ 11,222 517,259 2,655,287 (11,305) $ (464,382)
Ending balance (in shares) at Jun. 30, 2023           12,796,000
Beginning balance (in shares) at Dec. 31, 2022   112,222,000        
Beginning balance at Dec. 31, 2022 2,745,145 $ 11,222 512,928 2,494,106 (11,816) $ (261,295)
Beginning balance (in shares) at Dec. 31, 2022           7,324,000
Increase (Decrease) in Shareholders' Equity            
Net income 164,040     164,040    
Other comprehensive income (loss) 256       256  
Dividends declared (50,046)     (50,046)    
Vesting of restricted stock awards, net of shares withheld for employee taxes (4,927)   (11,769)     $ 6,842
Vesting of restricted stock awards, net of shares withheld for employee taxes (in shares)           (229,000)
Stock-based compensation 7,431   7,431      
Share repurchases (in shares)           2,543,000
Share repurchases (106,708)         $ (106,708)
Other 615   615      
Ending balance (in shares) at Mar. 31, 2023   112,222,000        
Ending balance at Mar. 31, 2023 2,755,806 $ 11,222 509,205 2,608,100 (11,560) $ (361,161)
Ending balance (in shares) at Mar. 31, 2023           9,638,000
Increase (Decrease) in Shareholders' Equity            
Net income 95,293     95,293    
Other comprehensive income (loss) 255       255  
Dividends declared (48,106)     (48,106)    
Stock-based compensation 8,180   8,180      
Share repurchases (in shares)           3,158,000
Share repurchases (103,221)         $ (103,221)
Other (126)   (126)      
Ending balance (in shares) at Jun. 30, 2023   112,222,000        
Ending balance at Jun. 30, 2023 $ 2,708,081 $ 11,222 517,259 2,655,287 (11,305) $ (464,382)
Ending balance (in shares) at Jun. 30, 2023           12,796,000
Beginning balance (in shares) at Sep. 30, 2023 99,426,526 112,222,000        
Beginning balance at Sep. 30, 2023 $ 2,771,943 $ 11,222 525,369 2,707,715 (7,981) $ (464,382)
Beginning balance (in shares) at Sep. 30, 2023 12,796,339         12,796,000
Increase (Decrease) in Shareholders' Equity            
Net income $ 95,173     95,173    
Other comprehensive income (loss) 134       134  
Dividends declared (59,094)     (59,094)    
Vesting of restricted stock awards, net of shares withheld for employee taxes (8,820)   (26,661)     $ 17,841
Vesting of restricted stock awards, net of shares withheld for employee taxes (in shares)           (495,000)
Stock-based compensation 7,672   7,672      
Share repurchases (in shares)           1,298,000
Share repurchases (47,654)         $ (47,654)
Other 292   292      
Ending balance (in shares) at Dec. 31, 2023   112,222,000        
Ending balance at Dec. 31, 2023 $ 2,759,646 $ 11,222 506,672 2,743,794 (7,847) $ (494,195)
Ending balance (in shares) at Dec. 31, 2023           13,599,000
Beginning balance (in shares) at Sep. 30, 2023 99,426,526 112,222,000        
Beginning balance at Sep. 30, 2023 $ 2,771,943 $ 11,222 525,369 2,707,715 (7,981) $ (464,382)
Beginning balance (in shares) at Sep. 30, 2023 12,796,339         12,796,000
Increase (Decrease) in Shareholders' Equity            
Net income $ 268,689          
Other comprehensive income (loss) $ (518)          
Ending balance (in shares) at Jun. 30, 2024 98,755,412 112,222,000        
Ending balance at Jun. 30, 2024 $ 2,856,845 $ 11,222 510,379 2,833,136 (8,499) $ (489,393)
Ending balance (in shares) at Jun. 30, 2024 13,467,453         13,467,000
Beginning balance (in shares) at Dec. 31, 2023   112,222,000        
Beginning balance at Dec. 31, 2023 $ 2,759,646 $ 11,222 506,672 2,743,794 (7,847) $ (494,195)
Beginning balance (in shares) at Dec. 31, 2023           13,599,000
Increase (Decrease) in Shareholders' Equity            
Net income 84,831     84,831    
Other comprehensive income (loss) 134       134  
Dividends declared (42,130)     (42,130)    
Vesting of restricted stock awards, net of shares withheld for employee taxes (3,356)   (12,012)     $ 8,656
Vesting of restricted stock awards, net of shares withheld for employee taxes (in shares)           (230,000)
Stock-based compensation 8,429   8,429      
Share repurchases (in shares)           102,000
Share repurchases (3,977)         $ (3,977)
Other (503)   (503)      
Ending balance (in shares) at Mar. 31, 2024   112,222,000        
Ending balance at Mar. 31, 2024 2,803,074 $ 11,222 502,586 2,786,495 (7,713) $ (489,516)
Ending balance (in shares) at Mar. 31, 2024           13,471,000
Increase (Decrease) in Shareholders' Equity            
Net income 88,685     88,685    
Other comprehensive income (loss) (786)       (786)  
Dividends declared (42,044)     (42,044)    
Vesting of restricted stock awards, net of shares withheld for employee taxes 0   (123)     $ 123
Vesting of restricted stock awards, net of shares withheld for employee taxes (in shares)           (4,000)
Stock-based compensation 7,676   7,676      
Other $ 240   240      
Ending balance (in shares) at Jun. 30, 2024 98,755,412 112,222,000        
Ending balance at Jun. 30, 2024 $ 2,856,845 $ 11,222 $ 510,379 $ 2,833,136 $ (8,499) $ (489,393)
Ending balance (in shares) at Jun. 30, 2024 13,467,453         13,467,000
v3.24.2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares
 3 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Statement of Stockholders' Equity [Abstract]            
Dividends declared (in dollars per share) $ 0.25 $ 0.25 $ 0.25 $ 0.25 $ 0.25 $ 0.25
Dividends declared, supplemental (in dollars per share) $ 0.17 $ 0.17 $ 0.34   $ 0.235 $ 0.47
v3.24.2
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:    
Net income $ 268,689,000 $ 356,478,000
Adjustments to reconcile net income to net cash provided by operating activities:    
Depreciation and amortization 296,352,000 287,721,000
Asset impairment charges 0 12,097,000
Provision for credit loss (213,000) 2,165,000
Stock-based compensation 23,777,000 23,884,000
Gain on investment securities (102,000) (6,123,000)
Gain on reimbursement of drilling equipment (24,687,000) (37,940,000)
Other (gain) loss on sale of assets 2,718,000 (394,000)
Deferred income tax expense (benefit) (23,634,000) 4,197,000
Other 3,011,000 3,960,000
Change in assets and liabilities    
Accounts receivable (6,936,000) 6,529,000
Inventories of materials and supplies (20,595,000) (13,899,000)
Prepaid expenses and other (4,042,000) (27,589,000)
Other noncurrent assets (20,165,000) (3,413,000)
Accounts payable 21,959,000 24,408,000
Accrued liabilities 7,744,000 (15,366,000)
Deferred income tax liability 390,000 (695,000)
Other noncurrent liabilities (8,359,000) 2,980,000
Net cash provided by operating activities 515,907,000 619,000,000
CASH FLOWS FROM INVESTING ACTIVITIES:    
Capital expenditures (389,095,000) (281,790,000)
Purchase of short-term investments (148,451,000) (102,140,000)
Purchase of long-term investments (9,167,000) (18,813,000)
Proceeds from sale of short-term investments 152,034,000 148,651,000
Insurance proceeds from involuntary conversion 5,533,000 0
Proceeds from asset sales 35,148,000 63,048,000
Net cash used in investing activities (353,998,000) (191,044,000)
CASH FLOWS FROM FINANCING ACTIVITIES:    
Dividends paid (126,417,000) (152,579,000)
Payments for employee taxes on net settlement of equity awards (12,176,000) (14,410,000)
Payment of contingent consideration from acquisition of business (6,250,000) (250,000)
Share repurchases (51,302,000) (247,213,000)
Other 0 (540,000)
Net cash used in financing activities (196,145,000) (414,992,000)
Net increase (decrease) in cash and cash equivalents and restricted cash (34,236,000) 12,964,000
Cash and cash equivalents and restricted cash, beginning of period 316,238,000 269,009,000
Cash and cash equivalents and restricted cash, end of period 282,002,000 281,973,000
Cash paid/(received) during the period:    
Interest paid 8,150,000 8,958,000
Income tax paid 139,594,000 155,725,000
Income tax received 0 (26,654,000)
Payments for operating leases 10,235,000 9,049,000
Non-cash operating and investing activities:    
Change in accounts payable and accrued liabilities related to purchases of property, plant and equipment $ (9,052,000) $ 2,031,000
v3.24.2
NATURE OF OPERATIONS
 9 Months Ended
Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
NATURE OF OPERATIONS
NOTE 1 NATURE OF OPERATIONS
Helmerich & Payne, Inc. (“H&P,” which, together with its subsidiaries, is identified as the “Company,” “we,” “us,” or “our,” except where stated or the context requires otherwise) through its operating subsidiaries provides performance-driven drilling solutions and technologies that are intended to make hydrocarbon recovery safer and more economical for oil and gas exploration and production companies.
Our drilling services operations are organized into the following reportable operating business segments: North America Solutions, International Solutions and Offshore Gulf of Mexico. Our real estate operations, our incubator program for new research and development projects and our wholly-owned captive insurance companies are included in "Other." Refer to Note 12—Business Segments and Geographic Information for further details on our reportable segments.
Our North America Solutions operations are primarily located in Texas, but also traditionally operate in other states, depending on demand. Such states include: Colorado, Louisiana, New Mexico, North Dakota, Ohio, Oklahoma, Pennsylvania, Utah, and West Virginia. Our International Solutions operations have rigs and/or services primarily located in five international locations: Argentina, Australia, Bahrain, Colombia and the United Arab Emirates. Additionally, we are preparing to commence operations in Saudi Arabia. Our Offshore Gulf of Mexico operations are conducted in Louisiana and in U.S. federal waters in the Gulf of Mexico.
We also own and operate a limited number of commercial real estate properties located in Tulsa, Oklahoma. Our real estate investments include a shopping center and undeveloped real estate.
v3.24.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES , RELATED RISKS AND UNCERTAINTIES
 9 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RELATED RISKS AND UNCERTAINTIES
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, RELATED RISKS AND UNCERTAINTIES
Interim Financial Information
The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) pertaining to interim financial information. Accordingly, these interim financial statements do not include all information or footnote disclosures required by U.S. GAAP for complete financial statements and, therefore, should be read in conjunction with the Consolidated Financial Statements and notes thereto in our 2023 Annual Report on Form 10-K and other current filings with the SEC. In the opinion of management, all adjustments, consisting of those of a normal recurring nature, necessary to present fairly the results of the periods presented have been included. The results of operations for the interim periods presented may not necessarily be indicative of the results to be expected for the full year.
Income from discontinued operations was presented as a separate line item on our Unaudited Condensed Consolidated Statements of Operations during the three and nine months ended June 30, 2023. To conform with the current fiscal year presentation, we reclassified amounts previously presented in Income from discontinued operations, which were not material, to Other within Other income (expense) on our Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2023.
Principles of Consolidation
The Unaudited Condensed Consolidated Financial Statements include the accounts of H&P and its domestic and foreign subsidiaries. Consolidation of a subsidiary begins when the Company gains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income, expenses and other comprehensive income or loss of a subsidiary acquired or disposed of during the fiscal year are included in the Unaudited Condensed Consolidated Statements of Operations and Unaudited Condensed Consolidated Statements of Comprehensive Income from the date the Company gains control until the date when the Company ceases to control the subsidiary. All intercompany accounts and transactions have been eliminated upon consolidation.
Cash, Cash Equivalents, and Restricted Cash
Cash and cash equivalents include cash on hand, demand deposits with banks and all highly liquid investments with original maturities of three months or less. Our cash, cash equivalents and short-term investments are subject to potential credit risk, and certain of our cash accounts carry balances greater than the federally insured limits.
We recorded restricted cash of $78.4 million and $61.4 million at June 30, 2024 and 2023, respectively, and $59.1 million and $36.9 million at September 30, 2023 and 2022, respectively. All restricted cash at June 30, 2024 represents an amount management has elected to restrict for the purpose of potential insurance claims in our wholly-owned captive insurance companies. Of the total at September 30, 2023, $0.7 million is related to the acquisition of drilling technology companies, and $58.4 million represents an amount management has elected to restrict for the purpose of potential insurance claims in our wholly-owned captive insurance companies. The restricted amounts are primarily invested in short-term money market securities.
Cash, cash equivalents, and restricted cash are reflected on the Unaudited Condensed Consolidated Balance Sheets as follows:
June 30,September 30,
(in thousands)20242023    20232022
Cash and cash equivalents$203,633 $220,609 $257,174 $232,131 
Restricted cash78,369 61,364 59,064 36,246 
Restricted cash - long-term:
Other assets, net— — — 632 
Total cash, cash equivalents, and restricted cash$282,002 $281,973 $316,238 $269,009 
Related Party Transactions
In October 2022, we made a $14.1 million equity investment, representing 106.0 million common shares in Tamboran Resources Limited ("Tamboran Resources"). In December 2023, all shares of Tamboran Resources were transferred to Tamboran Resources Corporation ("Tamboran Corp.") in exchange for depository interests in Tamboran Corp. Depository interests, referred to as CHESS Depository Interests, each representing beneficial interests of 1/200th of a share of Tamboran Corp. common stock, are listed on the Australian Stock Exchange under the ticker symbol "TBN." Tamboran Corp. is focused on developing a natural gas resource in Australia's Beetaloo Sub-basin.
On June 4, 2024, the Company entered into a convertible note agreement with Tamboran Corp. This note was utilized to relieve Tamboran's outstanding accounts receivable balance owed to the Company, and therefore no cash was exchanged as part of the transaction. The convertible note agreement provided that the notes converted into shares of common stock of Tamboran Corp. under certain circumstances in connection with an initial public offering in which its stock was listed on the New York Stock Exchange ("NYSE") or NASDAQ Stock Exchange. On June 26, 2024, Tamboran Corp. completed an initial public offering of its common stock on the NYSE and its common stock is listed on the NYSE, under the ticker "TBN". As a result of this offering, the convertible note of $9.4 million was converted into 0.5 million common shares in Tamboran Corp. Additionally and separately, one of our executive officers serves as a director of Tamboran Corp. Refer to Note 10—Fair Value Measurement of Financial Instruments for additional information related to our investment.
Concurrent with the October 2022 investment agreement, we entered into a fixed-term drilling services agreement with Tamboran Resources. As of June 30, 2024, we recorded $1.5 million in receivables and $4.5 million in contract liabilities on our Unaudited Condensed Consolidated Balance Sheets. As of September 30, 2023, we recorded $2.8 million in receivables, $8.0 million in other assets and $6.6 million in contract liabilities on our Consolidated Balance Sheets. We recorded $2.9 million and $9.9 million in revenue on our Unaudited Condensed Consolidated Statement of Operations during the three and nine months ended June 30, 2024, respectively, related to the drilling services agreement with Tamboran Resources, which commenced drilling services during the fourth fiscal quarter of 2023. We expect to earn $32.8 million in revenue over the remaining contract term, and, as such, this amount is included within our contract backlog as of June 30, 2024.
Recently Issued Accounting Updates
Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates ("ASUs") to the FASB Accounting Standards Codification ("ASC"). We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable, clarifications of ASUs listed below, immaterial, or already adopted by the Company.
The following table provides a brief description of recent accounting pronouncements and our analysis of the effects on our financial statements:

StandardDescriptionDate of
Adoption		Effect on the Financial 
Statements or Other Significant Matters
Standards that are not yet adopted as of June 30, 2024
ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this update enhance annual and interim disclosure requirements, determine significant segment expense, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. This update is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption of the amendments is permitted. Upon adoption, the amendments shall be applied retrospectively to all prior periods presented in the financial statements.
October 1, 2024
We plan to adopt this ASU, as required, during fiscal year 2025, with the first disclosure enhancements reflected in our FY 2025 Form 10-K. We are currently evaluating the impact this ASU will have on our disclosures.
ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax DisclosuresThis ASU enhances income tax disclosure requirements. Under the ASU, public business entities must annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). Specific categories that must be included in the reconciliation for each annual reporting period are specified in the amendment. This update is effective for annual periods beginning after December 15, 2024. Early adoption of the amendments is permitted. Upon adoption, the amendments shall be applied on a prospective basis. Retrospective application is permitted. October 1, 2025
We plan to adopt this ASU, as required, during fiscal year 2026, with the first disclosure enhancements reflected in our FY 2026 Form 10-K. We are currently evaluating the impact this ASU will have on our disclosures.
Self-Insurance
We continue to use our captive insurance companies to insure the deductibles for our domestic workers’ compensation, general liability, automobile liability claims programs, and medical stop-loss program and to insure the deductibles from the Company's international casualty and property programs. Our operating subsidiaries are paying premiums to the Captives, typically on a monthly basis, for the estimated losses based on an external actuarial analysis. These premiums are currently held in a restricted cash account, resulting in a transfer of risk from our operating subsidiaries to the Captives. Direct operating costs primarily consisted of adjustments of $5.3 million and $5.5 million to accruals for estimated losses for the three months ended June 30, 2024 and 2023, respectively, and $10.4 million and $10.2 million for the nine months ended June 30, 2024 and 2023, respectively, and rig and casualty insurance premiums of $9.5 million and $9.7 million during the three months ended June 30, 2024 and 2023, respectively, and $28.5 million and $30.6 million for the nine months ended June 30, 2024 and 2023, respectively. These operating costs were recorded within Drilling services operating expenses in our Unaudited Condensed Consolidated Statement of Operations. Intercompany premium revenues recorded by the Captives during the three months ended June 30, 2024 and 2023 amounted to $14.7 million and $17.4 million, respectively, and $45.7 million and $51.4 million during the nine months ended June 30, 2024 and 2023, respectively, which were eliminated upon consolidation. These intercompany insurance premiums are reflected as segment operating expenses within the North America Solutions, International Solutions, and Offshore Gulf of Mexico reportable operating segments and are reflected as intersegment sales within "Other." Our medical stop loss operating expenses for the three months ended June 30, 2024 and 2023 were $4.1 million and $2.1 million, respectively, and $11.4 million and $7.4 million for the nine months ended June 30, 2024 and 2023, respectively.
International Solutions Drilling Risks
International Solutions 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 Solutions operations will be subject to numerous contingencies, some of which are beyond management’s control. These contingencies include general and regional economic conditions, geopolitical developments and tensions, war and uncertainty in oil-producing countries, 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.
We have also experienced certain risks specific to our Argentine operations. In Argentina, while our dayrate is denominated in U.S. dollars, we are paid the equivalent in Argentine pesos. The Central Bank of Argentina maintains certain currency controls that limit our ability to access U.S. dollars and remit funds from our Argentine operations. In the past, the Argentine government has also instituted price controls on crude oil, diesel and gasoline prices and instituted an exchange rate freeze in connection with those prices. These price controls and an exchange rate freeze could be instituted again in the future. Further, there are additional concerns regarding Argentina's debt burden, notwithstanding Argentina's restructuring deal with international bondholders in August 2020, as Argentina attempts to manage its substantial sovereign debt issues. These concerns could further negatively impact Argentina's economy and adversely affect our Argentine operations. Argentina’s economy is considered highly inflationary, 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.
All of our foreign subsidiaries 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.
We recorded aggregate foreign currency losses of $2.1 million and $4.5 million for the three and nine months ended June 30, 2024, respectively, and $1.4 million and $1.7 million for the three and nine months ended June 30, 2023, respectively. The aggregate foreign currency loss for three and nine months ended June 30, 2024 was primarily due to Argentina's devaluation of its peso relative to the U.S. dollar by approximately 55 percent in December 2023. In the future, we may incur larger currency devaluations, foreign exchange restrictions or other difficulties repatriating U.S. dollars from Argentina or elsewhere, which could have a material adverse impact on our business, financial condition and results of operations. As of June 30, 2024, our cash balance in Argentina was the U.S. dollar equivalent of $9.2 million in Argentine Pesos.
As mentioned above, the Central Bank of Argentina's currency controls continue to limit our ability to access U.S. dollars in Argentina and remit cash from our Argentine operations. The execution of certain trades known as Blue Chip Swaps effectively results in a parallel U.S. dollar exchange rate. During the three and nine months ended June 30, 2024, we entered into a Blue Chip Swap transaction, which resulted in a $7.1 million loss on investment recorded in Gain (loss) on investment securities within our Unaudited Condensed Consolidated Statements of Operations. As a result of the Blue Chip Swap transaction, $13.8 million of net cash was repatriated to the U.S. during the period.
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.
Although we attempt to minimize the potential impact of such risks by operating in more than one geographical area, during the three and nine months ended June 30, 2024, approximately 7.0 percent and 7.4 percent of our operating revenues were generated from international locations compared to 6.8 percent and 7.3 percent during the three and nine months ended June 30, 2023, respectively. During the three and nine months ended June 30, 2024, approximately 77.9 percent and 77.1 percent of operating revenues from international locations were from operations in South America compared to 84.8 percent and 87.3 percent during the three and nine months ended June 30, 2023, respectively. 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 operations.
v3.24.2
PROPERTY, PLANT AND EQUIPMENT
 9 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
PROPERTY, PLANT AND EQUIPMENT
NOTE 3 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment as of June 30, 2024 and September 30, 2023 consisted of the following:
(in thousands)Estimated Useful LivesJune 30, 2024September 30, 2023
Drilling services equipment
4 - 15 years
$6,596,929 $6,396,612 
Tubulars
4 years
577,231 564,032 
Real estate properties
10 - 45 years
48,463 47,313 
Other
2 - 23 years
457,879 443,366 
Construction in progress1
124,844 97,374 
7,805,346 7,548,697 
Accumulated depreciation(4,791,001)(4,627,002)
Property, plant and equipment, net$3,014,345 $2,921,695 
Assets held-for-sale$— $645 
(1)Included in construction in progress are costs for projects in progress to upgrade or refurbish certain rigs in our existing fleet. Additionally, we include other advances for capital maintenance purchase-orders that are open/in process. As these various projects are completed, the costs are then classified to their appropriate useful life category.
Depreciation
Depreciation expense during the three months ended June 30, 2024 and 2023 was $96.2 million and $93.2 million, including abandonments of $0.1 million and $0.2 million, respectively. During the three months ended June 30, 2024, depreciation expense included $2.7 million of accelerated depreciation for components on rigs that are scheduled for conversion in fiscal year 2024 as compared to $0.4 million for three months ended June 30, 2023. Depreciation expense during the nine months ended June 30, 2024 and 2023 was $291.5 million and $282.7 million, including abandonments of $3.2 million and $2.4 million, respectively. During the nine months ended June 30, 2024, depreciation expense included $10.9 million of accelerated depreciation for components on rigs that are scheduled for conversion in fiscal year 2024 as compared to $2.1 million for nine months ended June 30, 2023. These expenses are recorded within Depreciation and amortization on our Unaudited Condensed Consolidated Statements of Operations.
In November 2022, a fire at a wellsite caused substantial damage to one of our super-spec rigs within our North America Solutions segment. The major components were destroyed beyond repair and considered a total loss, and, as a result, these assets were written off and the rig was removed from our available rig count. At the time of the loss, the rig was fully insured under replacement cost insurance. The loss of $9.2 million was recorded as abandonment expense within Depreciation and amortization in our Unaudited Condensed Consolidated Statement of Operations for the nine months ended June 30, 2023 and was offset by an insurance recovery that was also recognized within Depreciation and amortization for the same amount as the loss. During the fiscal year ended September 30, 2023, we collected $9.2 million of the total expected insurance proceeds. During the nine months ended June 30, 2024, we recognized a gain on involuntary conversion of the rig of $5.5 million and fully collected $5.5 million in proceeds. The total insurance proceeds received during the period exceeds the recognized loss and therefore was recognized as a gain within operating income during the nine months ended June 30, 2024.
Impairment Charges
Fiscal Year 2024 Activity
We did not record any impairment charges during the three and nine months ended June 30, 2024.
Fiscal Year 2023 Activity
During the nine months ended June 30, 2023, our North America Solutions assets that were previously classified as Assets held-for-sale at September 30, 2022 were either sold or written down to scrap value. The aggregate net book value of these remaining assets was $3.0 million, which exceeded the estimated scrap value of $0.3 million, resulting in a non-cash impairment charge of $2.7 million during the nine months ended June 30, 2023. During the same period, we also identified additional equipment that met the asset held-for-sale criteria and was reclassified as Assets held-for-sale on our Unaudited Condensed Consolidated Balance Sheets. The aggregate net book value of the equipment of $1.4 million was written down to its estimated scrap value of $0.1 million, resulting in a non-cash impairment charge of $1.3 million during the nine months ended June 30, 2023. These impairment charges are recorded within our North America Solutions segment in our Unaudited Condensed Consolidated Statement of Operations.
During the nine months ended June 30, 2023, the Company initiated a plan to decommission and scrap four international FlexRig® drilling rigs and four conventional drilling rigs located in Argentina that are not suitable for unconventional drilling. As a result, these rigs were reclassified to Assets held-for-sale on our Unaudited Condensed Consolidated Balance Sheets as of June 30, 2023. The rigs’ aggregate net book value of $8.8 million was written down to the estimated scrap value of $0.7 million, which resulted in a non-cash impairment charge of $8.1 million within our International Solutions segment and recorded in our Unaudited Condensed Consolidated Statement of Operations during the nine months ended June 30, 2023.
Gain on Reimbursement of Drilling Equipment
We recognized gains of $9.7 million and $24.7 million during the three and nine months ended June 30, 2024, respectively, and $10.6 million and $37.9 million during the three and nine months ended June 30, 2023, respectively, related to customer reimbursement for the current replacement value of lost or damaged drill pipe. Gains related to these asset sales are recorded in Gains on reimbursement of drilling equipment within our Unaudited Condensed Consolidated Statements of Operations.
v3.24.2
GOODWILL AND INTANGIBLE ASSETS
 9 Months Ended
Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
GOODWILL AND INTANGIBLE ASSETS
NOTE 4 GOODWILL AND INTANGIBLE ASSETS
Goodwill
During the three and nine months ended June 30, 2024, there were no additions or impairments to goodwill. As of June 30, 2024 and September 30, 2023, the goodwill balance was $45.7 million.
Intangible Assets
Our intangible assets are recorded within our North America Solutions reportable segment and consist of the following:
June 30, 2024September 30, 2023
(in thousands) Weighted Average Estimated Useful LivesGross Carrying AmountAccumulated AmortizationNetGross Carrying AmountAccumulated AmortizationNet
Finite-lived intangible asset:
Developed technology15 years$89,096 $38,558 $50,538 $89,096 $34,092 $55,004 
Intellectual property13 years2,000 622 1,378 2,000 503 1,497 
Trade name20 years5,865 2,029 3,836 5,865 1,791 4,074 
$96,961 $41,209 $55,752 $96,961 $36,386 $60,575 
Amortization expense in the Unaudited Condensed Consolidated Statements of Operations was $1.6 million for the three months ended June 30, 2024 and 2023, respectively and $4.8 million and $5.0 million for the nine months ended June 30, 2024 and 2023, respectively. Amortization expense is estimated to be approximately $1.6 million for the remainder of fiscal year 2024, and approximately $6.4 million for fiscal year 2025 through 2028.
v3.24.2
DEBT
 9 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
DEBT
NOTE 5 DEBT
We have the following unsecured long-term debt outstanding with maturity shown in the following table:
June 30, 2024September 30, 2023
(in thousands)Face Amount    Unamortized Discount and Debt Issuance Cost    Book Value    Face Amount    Unamortized Discount and Debt Issuance Cost    Book Value
Unsecured senior notes:
Due September 29, 2031$550,000 $(4,411)$545,589 $550,000 $(4,856)$545,144 
Long-term debt$550,000 $(4,411)$545,589 $550,000 $(4,856)$545,144 
2.90% Senior Notes due 2031 On September 29, 2021, we issued $550.0 million aggregate principal amount of the 2.90 percent 2031 Notes in an offering to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act (“Rule 144A”) and to certain non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act (“Regulation S”). Interest on the 2031 Notes is payable semi-annually on March 29 and September 29 of each year, commencing on March 29, 2022.
In June 2022, we settled a registered exchange offer (the “Registered Exchange Offer”) to exchange the 2031 Notes for new, SEC-registered notes that are substantially identical to the terms of the 2031 Notes, except that the offer and issuance of the new notes have been registered under the Securities Act and certain transfer restrictions, registration rights and additional interest provisions relating to the 2031 Notes do not apply to the new notes. All of the 2031 Notes were exchanged in the Registered Exchange Offer.
The indenture governing the 2031 Notes contains certain covenants that, among other things and subject to certain exceptions, limit the ability of the Company and its subsidiaries to incur certain liens; engage in sale and lease-back transactions; and consolidate, merge or transfer all or substantially all of the assets of the Company. The indenture governing the 2031 Notes also contains customary events of default with respect to the 2031 Notes.
Credit Facility
On November 13, 2018, we entered into a credit agreement by and among the Company, as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto, which was amended on November 13, 2019, providing for an unsecured revolving credit facility (as amended, the “2018 Credit Facility”), that was set to mature on November 13, 2024. On April 16, 2021, lenders with $680.0 million of commitments under the 2018 Credit Facility exercised their option to extend the maturity of the 2018 Credit Facility from November 13, 2024 to November 12, 2025. No other terms of the 2018 Credit Facility were amended in connection with this extension. On March 8, 2022, we entered into the second amendment to the 2018 Credit Facility, which, among other things, raised the number of potential future extensions of the maturity date applicable to extending lenders from one to two such potential extensions and replaced provisions in respect of interest rate determinations that were based on the London Interbank Offered Rate with provisions based on the Secured Overnight Financing Rate. Additionally, lenders with $680.0 million of commitments under the 2018 Credit Facility exercised their option to extend the maturity of the 2018 Credit Facility from November 12, 2025 to November 11, 2026. On February 10, 2023, lenders with $680.0 million of commitments under the 2018 Credit Facility exercised their option to extend the maturity of the 2018 Credit Facility from November 11, 2026 to November 12, 2027. The remaining $70.0 million of commitments under the 2018 Credit Facility will expire on November 13, 2024, unless extended by the applicable lender before such date.
The 2018 Credit Facility has $750.0 million in aggregate availability with a maximum of $75.0 million available for use as letters of credit. As of June 30, 2024, there were no borrowings or letters of credit outstanding, leaving $750.0 million available to borrow under the 2018 Credit Facility. For a full description of the 2018 Credit Facility, see Note 6—Debt to the Consolidated Financial Statements in our 2023 Annual Report on Form 10-K.
As of June 30, 2024, we had $120.0 million in uncommitted bilateral credit facilities, for the purpose of obtaining the issuance of international letters of credit, bank guarantees, and performance bonds. Of the $120.0 million, $41.7 million was outstanding as of June 30, 2024. Separately, we had $5.0 million in standby letters of credit and bank guarantees outstanding. In total, we had $46.7 million outstanding as of June 30, 2024.
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 June 30, 2024, we were in compliance with all debt covenants.
v3.24.2
INCOME TAXES
 9 Months Ended
Jun. 30, 2024
Income Tax Disclosure [Abstract]  
INCOME TAXES
NOTE 6 INCOME TAXES
We use an estimated annual effective tax rate for purposes of determining the income tax provision during interim reporting periods. In calculating our estimated annual effective tax rate, we consider forecasted annual pre-tax income and estimated permanent book versus tax differences. Adjustments to the effective tax rate and estimates could occur during the year as information and assumptions change which could include, but are not limited to, changes to the forecasted amounts, estimates of permanent book versus tax differences, and changes to tax laws and rates.
Our income tax expense for the three months ended June 30, 2024 and 2023 was $33.7 million and $40.7 million, respectively, resulting in effective tax rates of 27.5 percent and 29.9 percent, respectively. Our income tax expense for the nine months ended June 30, 2024 and 2023 was $96.0 million and $124.2 million, respectively, resulting in effective tax rates of 26.3 percent and 25.9 percent, respectively. Effective tax rates differ from the U.S. federal statutory rate of 21.0 percent for the three months ended June 30, 2024, primarily due to state and foreign income taxes, permanent non-deductible items and a discrete benefit of $0.8 million primarily related to provision to return adjustments. The effective tax rate for the nine months ended June 30, 2024 differs from U.S. federal statutory rate of 21.0 percent primarily due to state and foreign income taxes, permanent non-deductible items and a discrete tax benefit of $1.6 million primarily related to equity compensation and provision to return adjustments.
Effective tax rates differ from the U.S. federal statutory rate of 21.0 percent for the three months ended June 30, 2023 primarily due to state and foreign income taxes, permanent non-deductible items and discrete tax expense of $2.4 million primarily related to an increase in our deferred state income tax rate. The effective tax rate for the nine months ended June 30, 2023, differs from the U.S. federal statutory rate of 21.0 percent primarily due to state and foreign income taxes, permanent non-deductible items and a discrete tax expense of $2.3 million primarily related to an increase in deferred state income tax rate and equity compensation.
As of June 30, 2024, we have recorded unrecognized tax benefits and related interest and penalties of approximately $0.7 million. During the three months ended June 30, 2024, $2.7 million of the unrecognized tax benefits, interest and penalties was recognized as a result of a lapse of the statute of limitations. We cannot predict with certainty if we will achieve ultimate resolution of any additional uncertain tax positions associated with our U.S. and international operations resulting in any additional material increases or decreases of our unrecognized tax benefits for the next twelve months.
v3.24.2
SHAREHOLDERS' EQUITY
 9 Months Ended
Jun. 30, 2024
Stockholders' Equity Note [Abstract]  
SHAREHOLDERS' EQUITY
NOTE 7 SHAREHOLDERS’ EQUITY
The Company has an evergreen authorization from the Board of Directors ("the Board") 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. We did not make any share repurchases during the three months ended June 30, 2024. During the nine months ended June 30, 2024, we repurchased 1.4 million common shares at an aggregate cost of $51.6 million, including excise tax of $0.3 million. During the three and nine months ended June 30, 2023, we repurchased 3.2 million and 6.5 million common shares at an aggregate cost of $103.2 million and $249.0 million, including excise tax of $1.0 million and $1.8 million, respectively.
During the three and nine months ended June 30, 2024, we declared $42.0 million and $143.3 million, respectively, in cash dividends. A base cash dividend of $0.25 per share and a supplemental dividend of $0.17 per share was declared on June 5, 2024 for shareholders of record on August 16, 2024, payable on August 30, 2024. As a result, we recorded a Dividend payable of $42.0 million on our Unaudited Condensed Consolidated Balance Sheets as of June 30, 2024.
Accumulated Other Comprehensive Loss
Components of accumulated other comprehensive loss were as follows:
June 30,September 30,
(in thousands)20242023
Pre-tax amounts:
Unrealized pension actuarial loss$(9,886)$(10,407)
Unrealized loss on available-for-sale debt security
(1,191)— 
$(11,077)$(10,407)
After-tax amounts:
Unrealized pension actuarial loss$(7,579)$(7,981)
Unrealized loss on available-for-sale debt security
(920)— 
$(8,499)$(7,981)
Fluctuations in pension actuarial gains and losses are primarily due to changes in the discount rate and investment returns related to the defined benefit pension plan.
Investments classified as available-for-sale debt securities are reported at fair value with unrealized gains and losses excluded from net income (loss) and reported in other comprehensive income (loss).
The following is a summary of the changes in accumulated other comprehensive loss, net of tax, for the three and nine months ended June 30, 2024:
Three Months Ended June 30, 2024
(in thousands)
Unrealized Loss on Available-for-Sale Securities
Defined Benefit Pension Plan
Total
Balance at beginning of period$— $(7,713)$(7,713)
Other comprehensive loss before reclassifications
(920)— (920)
Amounts reclassified from accumulated other comprehensive income— 134 134 
Net current-period other comprehensive loss
(920)134 (786)
Balance at June 30 2024$(920)$(7,579)$(8,499)
Nine Months Ended June 30, 2024
(in thousands)
Unrealized Loss on Available-for-Sale Securities
Defined Benefit Pension Plan
Total
Balance at beginning of period$— $(7,981)$(7,981)
Other comprehensive loss before reclassifications
(920)— (920)
Amounts reclassified from accumulated other comprehensive income— 402 402 
Net current-period other comprehensive loss
(920)402 (518)
Balance at June 30 2024$(920)$(7,579)$(8,499)
v3.24.2
REVENUE FROM CONTRACTS WITH CUSTOMERS
 9 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
REVENUE FROM CONTRACTS WITH CUSTOMERS
NOTE 8 REVENUE FROM CONTRACTS WITH CUSTOMERS
Drilling Services Revenue
The majority of our drilling services are performed on a “daywork” contract basis, under which we charge a 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. These drilling services, including our technology solutions, represent a series of distinct daily services that are substantially the same, with the same pattern of transfer to the customer. Because our customers benefit equally throughout the service period and our efforts in providing drilling services are incurred relatively evenly over the period of performance, revenue is recognized over time using a time-based input measure as we provide services to the customer. For any contracts that include a provision for pooled term days at contract inception, followed by the assignment of days to specific rigs throughout the contract term, we have elected, as a practical expedient, to recognize revenue in the amount for which the entity has a right to invoice, as permitted by ASC 606.
Performance-based contracts are contracts pursuant to which we are compensated partly based upon our performance against a mutually agreed upon set of predetermined targets. These types of contracts are relatively new to the industry and typically have a lower base dayrate, but give us the opportunity to receive additional compensation by meeting or exceeding certain performance targets agreed to by our customers. The variable consideration that we expect to receive is estimated at the most likely amount, and constrained to an amount such that it is probable a significant reversal of revenue previously recognized will not occur based on the performance targets. Total revenue recognized from performance contracts, including performance bonuses, was $294.4 million and $880.4 million, of which $11.8 million and $37.4 million was related to performance bonuses recognized due to the achievement of performance targets during the three and nine months ended June 30, 2024, respectively. Total revenue recognized from performance contracts, including performance bonuses, was $316.2 million and $883.3 million, of which $11.4 million and $33.0 million was related to performance bonuses recognized due to the achievement of performance targets during the three and nine months ended June 30, 2023, respectively.
Contract Costs
We had capitalized fulfillment costs of $11.6 million and $11.4 million as of June 30, 2024 and September 30, 2023, respectively.
Remaining Performance Obligations
The total aggregate transaction price allocated to the unsatisfied performance obligations, commonly referred to as backlog, as of June 30, 2024 was approximately $1.5 billion, of which approximately $0.3 billion is expected to be recognized during the remainder of fiscal year 2024, approximately $0.6 billion during fiscal year 2025, and approximately $0.6 billion in fiscal year 2026 and thereafter. These amounts do not include anticipated contract renewals or expected performance bonuses as part of its calculation. Additionally, contracts that currently contain month-to-month terms are represented in our backlog as one month of unsatisfied performance obligations. Our contracts are subject to cancellation or modification at the election of the customer; however, due to the level of capital deployed by our customers on underlying projects, we have not been materially adversely affected by contract cancellations or modifications in the past.
Contract Assets and Liabilities
The following tables summarize the balances of our contract assets (net of allowance for estimated credit losses) and liabilities at the dates indicated:
(in thousands)June 30, 2024September 30, 2023
Contract assets, net$4,899 $6,560 
(in thousands)June 30, 2024
Contract liabilities balance at September 30, 2023
$28,882 
Payment received/accrued and deferred44,486 
Revenue recognized during the period(49,042)
Contract liabilities balance at June 30, 2024
$24,326 
v3.24.2
EARNINGS PER COMMON SHARE
 9 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
EARNINGS PER COMMON SHARE
NOTE 9 EARNINGS PER COMMON SHARE
ASC 260, Earnings per Share, requires companies to treat unvested share-based payment awards that have non-forfeitable rights to dividends 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 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, non-vested restricted stock and performance units.
Under the two-class method of calculating earnings per share, dividends paid and a portion of undistributed net income, but not losses, are allocated to unvested restricted stock grants that receive dividends, which are considered participating securities.
During the third quarter of fiscal year 2023, Income from discontinued operations was presented as a separate line item on our Unaudited Condensed Consolidated Statements of Operations. To conform with the current fiscal year presentation, we reclassified amounts previously presented in Income from discontinued operations, which were not material, to Other within Other income (expense) on our Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2023. To conform with the current fiscal year presentation, basic and diluted earnings per share for continuing and discontinued operations are presented in the aggregate, for the three and nine months ended June 30, 2023, as presented below.
The following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended
June 30,		Nine Months Ended
June 30,
(in thousands, except per share amounts)2024202320242023
Numerator:
Net income $88,685 $95,293 $268,689 356,478 
Adjustment for basic earnings per share
Earnings allocated to unvested shareholders(1,211)(1,283)(3,700)(4,810)
Numerator for basic earnings per share87,474 94,010 264,989 351,668 
Adjustment for diluted earnings per share
Effect of reallocating undistributed earnings of unvested shareholders1 2 4 9 
Numerator for diluted earnings per share$87,475 $94,012 $264,993 $351,677 
Denominator:
Denominator for basic earnings per share - weighted-average shares98,752 101,163 98,891 103,464 
Effect of dilutive shares from restricted stock and performance share units255 387 225 388 
Denominator for diluted earnings per share - adjusted weighted-average shares99,007 101,550 99,116 103,852 
Basic earnings per common share:$0.89 $0.93 $2.68 $3.40 
Diluted earnings per common share:$0.88 $0.93 $2.67 $3.39 
The following potentially dilutive average shares attributable to outstanding equity awards were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive:
Three Months Ended
June 30,		Nine Months Ended
June 30,
(in thousands, except per share amounts)2024202320242023
Potentially dilutive shares excluded as anti-dilutive2,318 2,964 2,374 2,479 
Weighted-average price per share$60.00 $58.86 $60.32 $61.88 
v3.24.2
FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS
 9 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS
NOTE 10 FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS
We have certain assets and liabilities that are required to be measured and disclosed at fair value. 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 following 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.
The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
Fair Value Measurements
The following tables summarize our financial assets and liabilities measured at fair value and indicate the level in the fair value hierarchy in which we classify the fair value measurement as of the dates indicated below:
June 30, 2024
(in thousands)Fair Value    Level 1    Level 2    Level 3
Assets
Short-term investments:
Corporate and municipal debt securities$37,218 $— $37,218 $— 
U.S. government and federal agency securities 48,870 48,870 — — 
Total86,088 48,870 37,218 — 
Long-term Investments:
Recurring fair value measurements:
Equity securities:
Non-qualified supplemental savings plan16,634 16,634 — — 
Investment in ADNOC Drilling178,235 178,235 — — 
Investment in Tamboran23,018 23,018 — — 
Debt securities:
Investment in Galileo36,751 — — 36,751 
Geothermal debt securities2,000 — — 2,000 
Other debt securities4,060 3,810 — 250 
Total260,698 221,697 — 39,001 
Nonrecurring fair value measurements1:
Other equity securities4,071 — — 4,071 
Total4,071 — — 4,071 
Total$264,769 $221,697 $— $43,072 
Liabilities
Contingent consideration$5,000 $— $— $5,000 
(1)As of June 30, 2024, our equity security investments in geothermal energy totaled $27.2 million and our debt security investments in held to maturity bonds totaled $0.3 million. None of these investments were marked to fair value during the period. The investments are measured at cost, less any impairments.
September 30, 2023
(in thousands)Fair Value    Level 1    Level 2    Level 3
Assets
Short-term investments:
Corporate debt securities$48,764 $— $48,764 $— 
U.S. government and federal agency securities44,836 44,836 — — 
Total93,600 44,836 48,764 — 
Long-term investments:
Recurring fair value measurements:
Equity securities:
Non-qualified supplemental savings plan14,597 14,597 — — 
Investment in ADNOC Drilling174,758 174,758 — — 
Investment in Tamboran9,920 9,920 — — 
Debt securities:
Investment in Galileo35,434 — — 35,434 
Geothermal debt securities2,006 — — 2,006 
Total236,715 199,275 — 37,440 
Nonrecurring fair value measurements1:
Other equity securities2
2,430 — — 2,430 
Total2,430 — — 2,430 
Total$239,145 $199,275 $— $39,870 
Liabilities
Contingent consideration$9,455 $— $— $9,455 
(1)As of September 30, 2023, our equity security investments in geothermal energy totaled $25.2 million. None of these investments were marked to fair value      during the period. The investments are measured at cost, less any impairments.
(2)As of September 30, 2023, our other equity securities subject to measurement at fair value on a nonrecurring basis totaled $3.0 million, of which $2.4 million has been marked to fair value. The remaining $0.6 million is measured at cost, less any impairments.
Recurring Fair Value Measurements
Short-term Investments
Short-term investments primarily include securities classified as trading securities. Both realized and unrealized gains and losses on trading securities are included in Other income (expense) in the Unaudited Condensed Consolidated Statements of Operations. These securities are recorded at fair value. Level 1 inputs include U.S. agency issued debt securities with active markets and money market funds. For these items, quoted current market prices are readily available. Level 2 inputs include corporate bonds measured using broker quotations that utilize observable market inputs.
Long-term Investments
Equity Securities Our long-term investments include debt and equity securities and assets held in a Non-Qualified Supplemental Savings Plan ("Savings Plan") and are recorded within Investments on our Unaudited Condensed Consolidated Balance Sheets. Our assets that we hold in the Savings Plan are comprised of mutual funds that are measured using Level 1 inputs.
During September 2021, the Company made a $100.0 million cornerstone investment in ADNOC Drilling in advance of its announced initial public offering, representing 159.7 million shares of ADNOC Drilling, equivalent to a one percent ownership stake and subject to a three-year lockup period. ADNOC Drilling’s initial public offering was completed on October 3, 2021, and its shares are listed and traded on the Abu Dhabi Securities Exchange. Our investment is classified as a long-term equity investment within Investments on our Unaudited Condensed Consolidated Balance Sheets and measured at fair value with any gains or losses recognized through net income and recorded within Gain (loss) on investment securities on our Unaudited Condensed Consolidated Statements of Operations. Consistent with the provisions of ASU No. 2022-03, contractual sale restrictions are not considered in the fair value measurement of our investment in ADNOC Drilling. During the three and nine months ended June 30, 2024, we recognized gains of $5.6 million and $3.5 million, respectively, on our Unaudited Condensed Consolidated Statements of Operations, as a result of the change in fair value of the investment compared to gain (loss) of $(17.0) million and $7.4 million during the three and nine months ended June 30, 2023, respectively. This investment is classified as a Level 1 investment based on the quoted stock price on the Abu Dhabi Securities Exchange.
Equity Securities with Fair Value Option In October 2022, we made a $14.1 million equity investment, representing 106.0 million common shares in Tamboran Resources. In December 2023, all shares of Tamboran Resources were transferred to Tamboran Resources Corporation ("Tamboran Corp.") in exchange for depository interests in Tamboran Corp. Depository interests, referred to as CHESS Depository Interests, each representing beneficial interests of 1/200th of a share of Tamboran Corp. common stock, are listed on the Australian Stock Exchange under the ticker symbol "TBN." Tamboran Corp. is focused on developing a natural gas resource in Australia's Beetaloo Sub-basin.
On June 4, 2024, the Company entered into a convertible note agreement with Tamboran Corp. This note was utilized to relieve Tamboran's outstanding accounts receivable balance owed to the Company, and therefore no cash was exchanged as part of the transaction. The convertible note agreement provided that the notes converted into shares of common stock of Tamboran Corp. under certain circumstances in connection with an initial public offering in which its stock was listed on the New York Stock Exchange ("NYSE") or NASDAQ Stock Exchange. On June 26, 2024, Tamboran Corp. completed an initial public offering of its common stock on the NYSE and its common stock is listed on the NYSE, under the ticker "TBN". As a result of this offering, the convertible note of $9.4 million was converted into 0.5 million common shares in Tamboran Corp. Our investment is classified as a long-term equity investment within Investments on our Unaudited Condensed Consolidated Balance Sheets and measured at fair value with any gains or losses recognized through net income and recorded within Gain (loss) on investment securities on our Unaudited Condensed Consolidated Statements of Operations. Our shares received in this initial public offering are subject to a 180-day lockup period. Consistent with the provisions of ASU No. 2022-03, contractual sale restrictions are not considered in the fair value measurement of our investment in Tamboran Resources Corporation.
We believe we have a significant influence, but not control or joint control over the investee, due to several factors, including our ownership percentage, operational involvement and role on the investee's board of directors. As of June 30, 2024, our combined equity ownership was approximately 7.2 percent representing 1.0 million common shares in Tamboran Corp. We consider this investment to have a readily determinable fair value and have elected to account for this investment using the fair value option with any changes in fair value recognized through net income. Under the guidance, Topic 820, Fair Value Measurement, this investment is classified as a Level 1 investment based on the quoted stock price which is publicly available. During the three and nine months ended June 30, 2024, we recognized gains of $1.9 million and $3.7 million, respectively, recorded within Gain (loss) on investment securities on our Unaudited Condensed Consolidated Statements of Operations, as a result of the change in fair value of the investment compared to a loss of $1.5 million during the three and nine months ended June 30, 2023, respectively.
Debt Securities During April 2022, the Company made a $33.0 million cornerstone investment in Galileo Holdco 2 Limited Technologies ("Galileo Holdco 2"), part of the group of companies known as Galileo Technologies (“Galileo”) in the form of notes with an option to convert into common shares of the parent of Galileo Holdco 2 ("Galileo parent"). Galileo specializes in liquification, natural gas compression and re-gasification modular systems and technologies to make the production, transportation, and consumption of natural gas, biomethane, and hydrogen more economically viable. The convertible note bears interest at 5.0 percent per annum with a maturity date of the earlier of April 2027 or an exit event (as defined in the agreement as either an initial public offering or a sale of Galileo). During the fiscal year ended September 30, 2023, our convertible note agreement was amended to include any interest which has accrued but not yet compounded or issued as a note. As a result, we include accrued interest in our total investment balance. We do not intend to sell this investment prior to its maturity date or an exit event. As of June 30, 2024, the fair value of the convertible note was approximately equal to the cost basis.
The following table provides quantitative information (in thousands) about our Level 3 unobservable significant inputs related to our debt security investment with Galileo at the dates included below:
June 30, 2024
Fair ValueValuation TechniqueUnobservable Inputs
$36,751 Black-Scholes-Merton modelDiscount rate20.8 %
Risk-free rate4.3 %
Equity volatility105.0 %
The above significant unobservable inputs are subject to change based on changes in economic and market conditions. The use of significant unobservable inputs creates uncertainty in the measurement of fair value as of the reporting date. Significant increases or decreases in the discount rate, risk-free rate, and equity volatility in isolation would result in a significantly lower or higher fair value measurement. It is not possible for us to predict the effect of future economic or market conditions on our estimated fair values.
A majority of our long-term debt securities, including our investment in Galileo, are classified as available-for-sale and are measured using Level 3 unobservable inputs based on the absence of market activity. The following table reconciles changes in the fair value of our Level 3 assets for the periods presented below:
Three Months Ended
June 30,		Nine Months Ended
June 30,
(in thousands)2024202320242023
Assets at beginning of period$38,551 $35,140 $37,440 $33,565 
Purchases— 41 250 2,116 
Accrued interest450 2,001 1,316 2,001 
Transfers out— — — (500)
Reserves— — (5)— 
Assets at end of period$39,001 $37,182 $39,001 $37,182 

Nonrecurring Fair Value Measurements
We have certain assets that are subject to measurement at fair value on a nonrecurring basis. For these nonfinancial assets, measurement at fair value in periods subsequent to their initial recognition is applicable if they are determined to be impaired. These assets generally include property, plant and equipment, goodwill, intangible assets, and operating lease right-of-use assets. If measured at fair value in the Unaudited Condensed Consolidated Balance Sheets, these would generally be classified within Level 2 or 3 of the fair value hierarchy. Further details on any changes in valuation of these assets is provided in their respective footnotes.
Equity Securities
We also hold various other equity securities without readily determinable fair values, primarily comprised of geothermal investments. These equity securities are initially measured at cost, less any impairments, and will be marked to fair value once observable price changes in identical or similar investments from the same issuer occur. All of our long-term equity securities are measured using Level 3 unobservable inputs based on the absence of market activity.
The following table reconciles changes in the balance of our equity securities, without readily determinable fair values, including investments that have been subsequently marked to fair value, for the periods presented below:
Three Months Ended
June 30,		Nine Months Ended
June 30,
(in millions)2024202320242023
Assets at beginning of period$30,152 $26,301 $28,232 $23,745 
Purchases1,105 — 3,641 2,556 
Disposals
— — (616)— 
Assets at end of period$31,257 $26,301 $31,257 $26,301 
Contingent Consideration
Other financial instruments measured using Level 3 unobservable inputs primarily consist of potential earnout payments associated with our business acquisition in fiscal year 2019 (for which the measurement period concluded as of June 30, 2024). Contingent consideration is recorded in Accrued liabilities on the Unaudited Condensed Consolidated Balance Sheets based on the expected timing of milestone achievements. The following table reconciles changes in the fair value of our Level 3 liabilities for the periods presented below:
Three Months Ended
June 30,		Nine Months Ended
June 30,
(in thousands)2024202320242023
Liabilities at beginning of period$14,000 $5,030 $9,455 $4,022 
Additions— — — 500 
Total gains or losses:
Included in earnings1,000 4,050 6,670 5,808 
Settlements1
(10,000)(500)(11,125)(1,750)
Liabilities at end of period$5,000 $8,580 $5,000 $8,580 
(1)Settlements represent earnout payments that have been paid or earned during the period.
Other Financial Instruments
The carrying amount of cash and cash equivalents and restricted cash approximates fair value due to the short-term nature of these items. 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 and in federally insured deposit accounts. The carrying value of accounts receivable, other current and noncurrent assets, accounts payable, accrued liabilities and other liabilities approximated fair value at June 30, 2024 and September 30, 2023.
The following information presents the supplemental fair value information for our long-term fixed-rate debt at June 30, 2024 and September 30, 2023:
(in millions)June 30, 2024    September 30, 2023
Long-term debt, net
Carrying value$545.6 $545.1 
Fair value454.5 435.5 
The fair values of the long-term fixed-rate debt is based on broker quotes at June 30, 2024 and September 30, 2023. The notes are classified within Level 2 of the fair value hierarchy as they are not actively traded in markets.
v3.24.2
COMMITMENTS AND CONTINGENCIES
 9 Months Ended
Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES
NOTE 11 COMMITMENTS AND CONTINGENCIES
Lease Obligations
During the nine months ended June 30, 2024, we amended the lease for our Tulsa industrial facility. As part of the amendment, we extended the lease term, now continuing through June 30, 2035 with two five-year renewal options, resulting in an increase of $18.1 million to the right-of-use assets and lease liability on our Unaudited Condensed Consolidated Balance Sheet. We recognized one of the five-year renewal options as part of our right-of-use assets and lease liabilities. This contract is accounted for as an operating lease.
Purchase Commitments
Equipment, parts, and supplies are ordered in advance to promote efficient construction and capital improvement progress. At June 30, 2024, we had purchase commitments for equipment, parts and supplies of approximately $99.6 million.
Guarantee Arrangements
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.
Contingencies
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 or loss contingency. We account for gain contingencies in accordance with the provisions of ASC 450, Contingencies, and, therefore, we do not record gain contingencies or 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. and PDVSA Petroleo, S.A., seeking damages for the seizure of their Venezuelan drilling business in violation of international law and for breach of contract. While there exists the possibility of realizing a recovery on HPIDC's expropriation claims, we are currently unable to determine the timing or amounts we may receive, if any, or the likelihood of recovery.
The Company and its subsidiaries are parties to various other pending legal actions arising in the ordinary course of our business. We maintain insurance against certain business risks subject to certain deductibles. Although no assurance can be given, we believe, based on our experiences to date and taking into account established reserves and insurance, that the ultimate resolution of such items will not have a material adverse impact on our financial condition, cash flows, or results of operations. When we determine a loss is probable of occurring and is reasonably estimable, we accrue an undiscounted liability for such contingencies based on our best estimate using information available at that time. If the estimated loss is a range of potential outcomes and there is no better estimate within the range, we accrue the amount at the low end of the range. We disclose contingencies where an adverse outcome may be material, or in the judgment of management, we conclude the matter should otherwise be disclosed.
v3.24.2
BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION
 9 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION
NOTE 12 BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION
Description of the Business
We are a performance-driven drilling solutions and technologies company based in Tulsa, Oklahoma with operations in all major U.S. onshore oil and gas producing basins as well as South America, the Middle East and Australia. Our drilling operations consist mainly of contracting Company-owned drilling equipment primarily to large oil and gas exploration companies. We believe we are the recognized industry leader in drilling as well as technological innovation. We focus on offering our customers an integrated solutions-based approach by combining proprietary rig technology, automation software, and digital expertise into our rig operations rather than a product-based offering, such as a rig or separate technology package. Our drilling services operations are organized into the following reportable operating business segments: North America Solutions, International Solutions, and Offshore Gulf of Mexico. 
Each reportable operating segment is a strategic business unit that is managed separately, and consolidated revenues and expenses reflect the elimination of all material intercompany transactions. Our real estate operations, our incubator program for new research and development projects, and our wholly-owned captive insurance companies are included in "Other." External revenues included in “Other” primarily consist of rental income.
Segment Performance
We evaluate segment performance based on income (segment operating income (loss)) before income taxes which includes:
•Revenues from external and internal customers
•Direct operating expenses
•Depreciation and amortization
•Research and development
•Allocated general and administrative expenses
•Asset impairment charges
but excludes gain on reimbursement of drilling equipment, other gain (loss) on sale of assets, corporate selling, general and administrative costs, and corporate depreciation.
General and administrative costs are allocated to the segments based primarily on specific identification and, to the extent that such identification is not practical, other methods may be used which we believe to be a reasonable reflection of the utilization of services provided.
Summarized financial information of our reportable segments for the three and nine months ended June 30, 2024 and 2023 is shown in the following tables:
Three Months Ended June 30, 2024
(in thousands)North America SolutionsInternational SolutionsOffshore Gulf of MexicoOtherEliminationsTotal
External sales$620,040 $47,882 $27,218 $2,584 $— $697,724 
Intersegment— — — 14,677 (14,677)— 
Total sales620,040 47,882 27,218 17,261 (14,677)697,724 
Segment operating income (loss)
$163,359 $(4,844)$5,010 $(4,791)$(616)$158,118 
Three Months Ended June 30, 2023
(in thousands)North America SolutionsInternational SolutionsOffshore Gulf of MexicoOtherEliminationsTotal
External sales$641,612 $48,692 $31,221 $2,431 $— $723,956 
Intersegment— — — 17,359 (17,359)— 
Total sales641,612 48,692 31,221 19,790 (17,359)723,956 
Segment operating income (loss)
$169,499 $(1,397)$4,705 $2,104 $4,470 $179,381 
Nine Months Ended June 30, 2024
(in thousands)North America SolutionsInternational SolutionsOffshore Gulf of MexicoOtherEliminationsTotal
External sales$1,827,661 $148,512 $78,662 $7,979 $— $2,062,814 
Intersegment— — — 45,649 (45,649)— 
Total sales1,827,661 148,512 78,662 53,628 (45,649)2,062,814 
Segment operating income (loss)
$454,979 $4,148 $8,140 $(2,073)$(1,054)$464,140 
Nine Months Ended June 30, 2023
(in thousands)North America SolutionsInternational SolutionsOffshore Gulf of MexicoOtherEliminationsTotal
External sales$1,944,555 $159,383 $101,364 $7,513 $— $2,212,815 
Intersegment— — — 51,423 (51,423)— 
Total sales1,944,555 159,383 101,364 58,936 (51,423)2,212,815 
Segment operating income $496,945 $4,132 $18,138 $13,604 $4,513 $537,332 
The following table reconciles segment operating income per the tables above to income before income taxes as reported on the Unaudited Condensed Consolidated Statements of Operations:
Three Months Ended
June 30,		Nine Months Ended
June 30,
(in thousands)2024202320242023
Segment operating income$158,118 $179,381 $464,140 $537,332 
Gain on reimbursement of drilling equipment9,732 10,642 24,687 37,940 
Other gain (loss) on sale of assets
(2,730)(4,504)(2,718)394 
Corporate selling, general and administrative costs and corporate depreciation(53,807)(36,777)(140,756)(107,496)
Operating income111,313 148,742 345,353 468,170 
Other income (expense)
Interest and dividend income11,888 10,748 29,189 20,508 
Interest expense(4,336)(4,324)(12,969)(12,918)
Gain (loss) on investment securities389 (18,538)102 6,123 
Other3,134 (672)2,991 (1,218)
Total unallocated amounts11,075 (12,786)19,313 12,495 
Income before income taxes$122,388 $135,956 $364,666 $480,665 
The following table reconciles segment total assets to total assets as reported on the Unaudited Condensed Consolidated Balance Sheets:
(in thousands)June 30, 2024September 30, 2023
Total assets1
North America Solutions$3,340,926 $3,320,203 
International Solutions526,030 407,143 
Offshore Gulf of Mexico75,885 73,319 
Other171,550 154,290 
4,114,391 3,954,955 
Investments and corporate operations370,591 427,001 
$4,484,982 $4,381,956 
(1)Assets by segment exclude investments in subsidiaries and intersegment activity.
The following table presents revenues from external customers by country based on the location of service provided:
Three Months Ended
June 30,		Nine Months Ended
June 30,
(in thousands)2024202320242023
Operating revenues
United States$648,816 $674,658 $1,911,122 $2,051,133 
Argentina38,064 32,388 107,964 101,712 
Colombia31 9,433 8,976 39,454 
Bahrain4,602 4,458 13,634 10,925 
United Arab Emirates2,287 2,401 8,082 7,280 
Australia2,898 — 9,856 — 
Other foreign1,026 618 3,180 2,311 
Total$697,724 $723,956 $2,062,814 $2,212,815 
Refer to Note 8—Revenue from Contracts with Customers for additional information regarding the recognition of revenue.
v3.24.2
SUBSEQUENT EVENTS
 9 Months Ended
Jun. 30, 2024
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS
NOTE 13 SUBSEQUENT EVENTS
On July 25, 2024, H&P entered into a Sale and Purchase Agreement (the “Purchase Agreement”), among the Majority Sellers named therein (the "Majority Sellers"), the Management Seller named therein (the "Management Seller"), Ocorian Limited, a private company limited by shares incorporated in Jersey (together with the Majority Sellers and the Management Seller, the "Lead Sellers"), HP Global Holdings Limited, a private company limited by shares incorporated in Jersey and a wholly owned subsidiary of H&P (the "Purchaser"), and, for certain purposes set forth therein, KCA Deutag International Limited, a private company limited by shares incorporated in Jersey (“KCA Deutag”).
Pursuant to the terms of the Purchase Agreement, we have agreed to acquire the entire issued share capital of KCA Deutag (such purchase and sale, together with the other transactions contemplated by the Purchase Agreement, the “Acquisition”) for an aggregate cash purchase price of approximately $946.4 million (the “Unadjusted Purchase Price”), which is subject to customary downward adjustments at the closing for certain items of leakage occurring from December 31, 2023 to the closing, transaction costs and transaction-related bonuses. In addition, to the extent certain German tax obligations of KCA Deutag remain outstanding prior to closing, a portion of the Unadjusted Purchase Price equal to EUR €75.4 million plus interest on such amount at an annual rate of 1.8 percent from October 1, 2024 until closing will be deposited into escrow at closing until such tax obligations are finally settled. The Majority Sellers collectively own approximately 60.581 percent of KCA Deutag's outstanding shares, and the Purchaser will acquire the remaining minority shares of KCA Deutag through the exercise of a drag-along right.
The consummation of the Acquisition is subject to the satisfaction or waiver of a number of conditions set forth in the Purchase Agreement, including, (i) the receipt of certain antitrust approvals necessary to consummate the Acquisition, (ii) the accuracy of the warranties set forth in the Purchase Agreement and that certain Deed of Warranty, dated as of July 25, 2024, among the warrantors named therein and the Purchaser, (iii) the absence of a material adverse change with respect to KCA Deutag and its wholly owned subsidiaries and (iv) the compliance by the Lead Sellers and KCA Deutag in all material respects of their obligations under the Purchase Agreement. Subject to the satisfaction of the conditions in the Purchase Agreement, the consummation of the Acquisition is expected to occur prior to the end of the 2024 calendar year.
In connection with the Acquisition, we entered into a debt commitment letter dated July 25, 2024 with Morgan Stanley Senior Funding, Inc. (“MSSF”), pursuant to which MSSF has committed, subject to satisfaction of standard conditions, to provide us with an unsecured bridge loan facility in an aggregate principal amount of $1.9725 billion (the “Bridge Loan Facility”). We currently intend to fund the Acquisition and related fees, costs and expenses with a combination of cash on hand, borrowings and through one or more debt capital markets or loan facility transactions, subject to market conditions and other factors, and utilize, only to the extent necessary, borrowings under the Bridge Loan Facility.
v3.24.2
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Jun. 30, 2024
Jun. 30, 2023
Pay vs Performance Disclosure                
Net income $ 88,685 $ 84,831 $ 95,173 $ 95,293 $ 164,040 $ 97,145 $ 268,689 $ 356,478
v3.24.2
Insider Trading Arrangements
 3 Months Ended
Jun. 30, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES , RELATED RISKS AND UNCERTAINTIES (Policies)
 9 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Interim Financial Information
Interim Financial Information
The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) pertaining to interim financial information. Accordingly, these interim financial statements do not include all information or footnote disclosures required by U.S. GAAP for complete financial statements and, therefore, should be read in conjunction with the Consolidated Financial Statements and notes thereto in our 2023 Annual Report on Form 10-K and other current filings with the SEC. In the opinion of management, all adjustments, consisting of those of a normal recurring nature, necessary to present fairly the results of the periods presented have been included. The results of operations for the interim periods presented may not necessarily be indicative of the results to be expected for the full year.
Reclassification, Comparability Adjustment
Income from discontinued operations was presented as a separate line item on our Unaudited Condensed Consolidated Statements of Operations during the three and nine months ended June 30, 2023. To conform with the current fiscal year presentation, we reclassified amounts previously presented in Income from discontinued operations, which were not material, to Other within Other income (expense) on our Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2023.
Principles of Consolidation
Principles of Consolidation
The Unaudited Condensed Consolidated Financial Statements include the accounts of H&P and its domestic and foreign subsidiaries. Consolidation of a subsidiary begins when the Company gains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income, expenses and other comprehensive income or loss of a subsidiary acquired or disposed of during the fiscal year are included in the Unaudited Condensed Consolidated Statements of Operations and Unaudited Condensed Consolidated Statements of Comprehensive Income from the date the Company gains control until the date when the Company ceases to control the subsidiary. All intercompany accounts and transactions have been eliminated upon consolidation.
Cash, Cash Equivalents, and Restricted Cash
Cash, Cash Equivalents, and Restricted Cash
Cash and cash equivalents include cash on hand, demand deposits with banks and all highly liquid investments with original maturities of three months or less. Our cash, cash equivalents and short-term investments are subject to potential credit risk, and certain of our cash accounts carry balances greater than the federally insured limits.
Related Party Transactions
Related Party Transactions
In October 2022, we made a $14.1 million equity investment, representing 106.0 million common shares in Tamboran Resources Limited ("Tamboran Resources"). In December 2023, all shares of Tamboran Resources were transferred to Tamboran Resources Corporation ("Tamboran Corp.") in exchange for depository interests in Tamboran Corp. Depository interests, referred to as CHESS Depository Interests, each representing beneficial interests of 1/200th of a share of Tamboran Corp. common stock, are listed on the Australian Stock Exchange under the ticker symbol "TBN." Tamboran Corp. is focused on developing a natural gas resource in Australia's Beetaloo Sub-basin.
On June 4, 2024, the Company entered into a convertible note agreement with Tamboran Corp. This note was utilized to relieve Tamboran's outstanding accounts receivable balance owed to the Company, and therefore no cash was exchanged as part of the transaction. The convertible note agreement provided that the notes converted into shares of common stock of Tamboran Corp. under certain circumstances in connection with an initial public offering in which its stock was listed on the New York Stock Exchange ("NYSE") or NASDAQ Stock Exchange. On June 26, 2024, Tamboran Corp. completed an initial public offering of its common stock on the NYSE and its common stock is listed on the NYSE, under the ticker "TBN". As a result of this offering, the convertible note of $9.4 million was converted into 0.5 million common shares in Tamboran Corp. Additionally and separately, one of our executive officers serves as a director of Tamboran Corp. Refer to Note 10—Fair Value Measurement of Financial Instruments for additional information related to our investment.
Concurrent with the October 2022 investment agreement, we entered into a fixed-term drilling services agreement with Tamboran Resources. As of June 30, 2024, we recorded $1.5 million in receivables and $4.5 million in contract liabilities on our Unaudited Condensed Consolidated Balance Sheets. As of September 30, 2023, we recorded $2.8 million in receivables, $8.0 million in other assets and $6.6 million in contract liabilities on our Consolidated Balance Sheets. We recorded $2.9 million and $9.9 million in revenue on our Unaudited Condensed Consolidated Statement of Operations during the three and nine months ended June 30, 2024, respectively, related to the drilling services agreement with Tamboran Resources, which commenced drilling services during the fourth fiscal quarter of 2023. We expect to earn $32.8 million in revenue over the remaining contract term, and, as such, this amount is included within our contract backlog as of June 30, 2024.
Recently Issued Accounting Updates
Recently Issued Accounting Updates
Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates ("ASUs") to the FASB Accounting Standards Codification ("ASC"). We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable, clarifications of ASUs listed below, immaterial, or already adopted by the Company.
The following table provides a brief description of recent accounting pronouncements and our analysis of the effects on our financial statements:

StandardDescriptionDate of
Adoption		Effect on the Financial 
Statements or Other Significant Matters
Standards that are not yet adopted as of June 30, 2024
ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this update enhance annual and interim disclosure requirements, determine significant segment expense, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. This update is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption of the amendments is permitted. Upon adoption, the amendments shall be applied retrospectively to all prior periods presented in the financial statements.
October 1, 2024
We plan to adopt this ASU, as required, during fiscal year 2025, with the first disclosure enhancements reflected in our FY 2025 Form 10-K. We are currently evaluating the impact this ASU will have on our disclosures.
ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax DisclosuresThis ASU enhances income tax disclosure requirements. Under the ASU, public business entities must annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). Specific categories that must be included in the reconciliation for each annual reporting period are specified in the amendment. This update is effective for annual periods beginning after December 15, 2024. Early adoption of the amendments is permitted. Upon adoption, the amendments shall be applied on a prospective basis. Retrospective application is permitted. October 1, 2025
We plan to adopt this ASU, as required, during fiscal year 2026, with the first disclosure enhancements reflected in our FY 2026 Form 10-K. We are currently evaluating the impact this ASU will have on our disclosures.
Self-Insurance
Self-Insurance
We continue to use our captive insurance companies to insure the deductibles for our domestic workers’ compensation, general liability, automobile liability claims programs, and medical stop-loss program and to insure the deductibles from the Company's international casualty and property programs. Our operating subsidiaries are paying premiums to the Captives, typically on a monthly basis, for the estimated losses based on an external actuarial analysis. These premiums are currently held in a restricted cash account, resulting in a transfer of risk from our operating subsidiaries to the Captives. Direct operating costs primarily consisted of adjustments of $5.3 million and $5.5 million to accruals for estimated losses for the three months ended June 30, 2024 and 2023, respectively, and $10.4 million and $10.2 million for the nine months ended June 30, 2024 and 2023, respectively, and rig and casualty insurance premiums of $9.5 million and $9.7 million during the three months ended June 30, 2024 and 2023, respectively, and $28.5 million and $30.6 million for the nine months ended June 30, 2024 and 2023, respectively. These operating costs were recorded within Drilling services operating expenses in our Unaudited Condensed Consolidated Statement of Operations. Intercompany premium revenues recorded by the Captives during the three months ended June 30, 2024 and 2023 amounted to $14.7 million and $17.4 million, respectively, and $45.7 million and $51.4 million during the nine months ended June 30, 2024 and 2023, respectively, which were eliminated upon consolidation. These intercompany insurance premiums are reflected as segment operating expenses within the North America Solutions, International Solutions, and Offshore Gulf of Mexico reportable operating segments and are reflected as intersegment sales within "Other." Our medical stop loss operating expenses for the three months ended June 30, 2024 and 2023 were $4.1 million and $2.1 million, respectively, and $11.4 million and $7.4 million for the nine months ended June 30, 2024 and 2023, respectively.
International Solutions Drilling Risks
International Solutions Drilling Risks
International Solutions 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 Solutions operations will be subject to numerous contingencies, some of which are beyond management’s control. These contingencies include general and regional economic conditions, geopolitical developments and tensions, war and uncertainty in oil-producing countries, 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.
We have also experienced certain risks specific to our Argentine operations. In Argentina, while our dayrate is denominated in U.S. dollars, we are paid the equivalent in Argentine pesos. The Central Bank of Argentina maintains certain currency controls that limit our ability to access U.S. dollars and remit funds from our Argentine operations. In the past, the Argentine government has also instituted price controls on crude oil, diesel and gasoline prices and instituted an exchange rate freeze in connection with those prices. These price controls and an exchange rate freeze could be instituted again in the future. Further, there are additional concerns regarding Argentina's debt burden, notwithstanding Argentina's restructuring deal with international bondholders in August 2020, as Argentina attempts to manage its substantial sovereign debt issues. These concerns could further negatively impact Argentina's economy and adversely affect our Argentine operations. Argentina’s economy is considered highly inflationary, 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.
All of our foreign subsidiaries 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.
We recorded aggregate foreign currency losses of $2.1 million and $4.5 million for the three and nine months ended June 30, 2024, respectively, and $1.4 million and $1.7 million for the three and nine months ended June 30, 2023, respectively. The aggregate foreign currency loss for three and nine months ended June 30, 2024 was primarily due to Argentina's devaluation of its peso relative to the U.S. dollar by approximately 55 percent in December 2023. In the future, we may incur larger currency devaluations, foreign exchange restrictions or other difficulties repatriating U.S. dollars from Argentina or elsewhere, which could have a material adverse impact on our business, financial condition and results of operations. As of June 30, 2024, our cash balance in Argentina was the U.S. dollar equivalent of $9.2 million in Argentine Pesos.
As mentioned above, the Central Bank of Argentina's currency controls continue to limit our ability to access U.S. dollars in Argentina and remit cash from our Argentine operations. The execution of certain trades known as Blue Chip Swaps effectively results in a parallel U.S. dollar exchange rate. During the three and nine months ended June 30, 2024, we entered into a Blue Chip Swap transaction, which resulted in a $7.1 million loss on investment recorded in Gain (loss) on investment securities within our Unaudited Condensed Consolidated Statements of Operations. As a result of the Blue Chip Swap transaction, $13.8 million of net cash was repatriated to the U.S. during the period.
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.
Although we attempt to minimize the potential impact of such risks by operating in more than one geographical area, during the three and nine months ended June 30, 2024, approximately 7.0 percent and 7.4 percent of our operating revenues were generated from international locations compared to 6.8 percent and 7.3 percent during the three and nine months ended June 30, 2023, respectively. During the three and nine months ended June 30, 2024, approximately 77.9 percent and 77.1 percent of operating revenues from international locations were from operations in South America compared to 84.8 percent and 87.3 percent during the three and nine months ended June 30, 2023, respectively. 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 operations
v3.24.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES , RELATED RISKS AND UNCERTAINTIES (Tables)
 9 Months Ended
Jun. 30, 2024
Accounting Policies [Abstract]  
Schedule of Cash and Cash Equivalents
Cash, cash equivalents, and restricted cash are reflected on the Unaudited Condensed Consolidated Balance Sheets as follows:
June 30,September 30,
(in thousands)20242023    20232022
Cash and cash equivalents$203,633 $220,609 $257,174 $232,131 
Restricted cash78,369 61,364 59,064 36,246 
Restricted cash - long-term:
Other assets, net— — — 632 
Total cash, cash equivalents, and restricted cash$282,002 $281,973 $316,238 $269,009 
Schedule of Restricted Cash and Cash Equivalents
Cash, cash equivalents, and restricted cash are reflected on the Unaudited Condensed Consolidated Balance Sheets as follows:
June 30,September 30,
(in thousands)20242023    20232022
Cash and cash equivalents$203,633 $220,609 $257,174 $232,131 
Restricted cash78,369 61,364 59,064 36,246 
Restricted cash - long-term:
Other assets, net— — — 632 
Total cash, cash equivalents, and restricted cash$282,002 $281,973 $316,238 $269,009 
Schedule of Description of Recent Accounting Pronouncements and Analysis of the Effects on the Financial Statements
The following table provides a brief description of recent accounting pronouncements and our analysis of the effects on our financial statements:

StandardDescriptionDate of
Adoption		Effect on the Financial 
Statements or Other Significant Matters
Standards that are not yet adopted as of June 30, 2024
ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures
This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this update enhance annual and interim disclosure requirements, determine significant segment expense, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. This update is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. Early adoption of the amendments is permitted. Upon adoption, the amendments shall be applied retrospectively to all prior periods presented in the financial statements.
October 1, 2024
We plan to adopt this ASU, as required, during fiscal year 2025, with the first disclosure enhancements reflected in our FY 2025 Form 10-K. We are currently evaluating the impact this ASU will have on our disclosures.
ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax DisclosuresThis ASU enhances income tax disclosure requirements. Under the ASU, public business entities must annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). Specific categories that must be included in the reconciliation for each annual reporting period are specified in the amendment. This update is effective for annual periods beginning after December 15, 2024. Early adoption of the amendments is permitted. Upon adoption, the amendments shall be applied on a prospective basis. Retrospective application is permitted. October 1, 2025
We plan to adopt this ASU, as required, during fiscal year 2026, with the first disclosure enhancements reflected in our FY 2026 Form 10-K. We are currently evaluating the impact this ASU will have on our disclosures.
v3.24.2
PROPERTY, PLANT AND EQUIPMENT (Tables)
 9 Months Ended
Jun. 30, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Property, Plant and Equipment
Property, plant and equipment as of June 30, 2024 and September 30, 2023 consisted of the following:
(in thousands)Estimated Useful LivesJune 30, 2024September 30, 2023
Drilling services equipment
4 - 15 years
$6,596,929 $6,396,612 
Tubulars
4 years
577,231 564,032 
Real estate properties
10 - 45 years
48,463 47,313 
Other
2 - 23 years
457,879 443,366 
Construction in progress1
124,844 97,374 
7,805,346 7,548,697 
Accumulated depreciation(4,791,001)(4,627,002)
Property, plant and equipment, net$3,014,345 $2,921,695 
Assets held-for-sale$— $645 
(1)Included in construction in progress are costs for projects in progress to upgrade or refurbish certain rigs in our existing fleet. Additionally, we include other advances for capital maintenance purchase-orders that are open/in process. As these various projects are completed, the costs are then classified to their appropriate useful life category.
v3.24.2
GOODWILL AND INTANGIBLE ASSETS (Tables)
 9 Months Ended
Jun. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Intangible Assets Arising from Business Acquisitions
Our intangible assets are recorded within our North America Solutions reportable segment and consist of the following:
June 30, 2024September 30, 2023
(in thousands) Weighted Average Estimated Useful LivesGross Carrying AmountAccumulated AmortizationNetGross Carrying AmountAccumulated AmortizationNet
Finite-lived intangible asset:
Developed technology15 years$89,096 $38,558 $50,538 $89,096 $34,092 $55,004 
Intellectual property13 years2,000 622 1,378 2,000 503 1,497 
Trade name20 years5,865 2,029 3,836 5,865 1,791 4,074 
$96,961 $41,209 $55,752 $96,961 $36,386 $60,575 
v3.24.2
DEBT (Tables)
 9 Months Ended
Jun. 30, 2024
Debt Disclosure [Abstract]  
Schedule of Components of Unsecured Long-Term Debt Outstanding
We have the following unsecured long-term debt outstanding with maturity shown in the following table:
June 30, 2024September 30, 2023
(in thousands)Face Amount    Unamortized Discount and Debt Issuance Cost    Book Value    Face Amount    Unamortized Discount and Debt Issuance Cost    Book Value
Unsecured senior notes:
Due September 29, 2031$550,000 $(4,411)$545,589 $550,000 $(4,856)$545,144 
Long-term debt$550,000 $(4,411)$545,589 $550,000 $(4,856)$545,144 
v3.24.2
SHAREHOLDERS' EQUITY (Tables)
 9 Months Ended
Jun. 30, 2024
Stockholders' Equity Note [Abstract]  
Schedule of Components of Accumulated Other Comprehensive Loss
Components of accumulated other comprehensive loss were as follows:
June 30,September 30,
(in thousands)20242023
Pre-tax amounts:
Unrealized pension actuarial loss$(9,886)$(10,407)
Unrealized loss on available-for-sale debt security
(1,191)— 
$(11,077)$(10,407)
After-tax amounts:
Unrealized pension actuarial loss$(7,579)$(7,981)
Unrealized loss on available-for-sale debt security
(920)— 
$(8,499)$(7,981)
Schedule of Changes in Accumulated Other Comprehensive Loss
The following is a summary of the changes in accumulated other comprehensive loss, net of tax, for the three and nine months ended June 30, 2024:
Three Months Ended June 30, 2024
(in thousands)
Unrealized Loss on Available-for-Sale Securities
Defined Benefit Pension Plan
Total
Balance at beginning of period$— $(7,713)$(7,713)
Other comprehensive loss before reclassifications
(920)— (920)
Amounts reclassified from accumulated other comprehensive income— 134 134 
Net current-period other comprehensive loss
(920)134 (786)
Balance at June 30 2024$(920)$(7,579)$(8,499)
Nine Months Ended June 30, 2024
(in thousands)
Unrealized Loss on Available-for-Sale Securities
Defined Benefit Pension Plan
Total
Balance at beginning of period$— $(7,981)$(7,981)
Other comprehensive loss before reclassifications
(920)— (920)
Amounts reclassified from accumulated other comprehensive income— 402 402 
Net current-period other comprehensive loss
(920)402 (518)
Balance at June 30 2024$(920)$(7,579)$(8,499)
v3.24.2
REVENUE FROM CONTRACTS WITH CUSTOMERS (Tables)
 9 Months Ended
Jun. 30, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of Contract Assets and Liabilities
The following tables summarize the balances of our contract assets (net of allowance for estimated credit losses) and liabilities at the dates indicated:
(in thousands)June 30, 2024September 30, 2023
Contract assets, net$4,899 $6,560 
(in thousands)June 30, 2024
Contract liabilities balance at September 30, 2023
$28,882 
Payment received/accrued and deferred44,486 
Revenue recognized during the period(49,042)
Contract liabilities balance at June 30, 2024
$24,326 
v3.24.2
EARNINGS (LOSSES) PER COMMON SHARE (Tables)
 9 Months Ended
Jun. 30, 2024
Earnings Per Share [Abstract]  
Schedule of Computation of Basic and Diluted Earnings Per Share
The following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended
June 30,		Nine Months Ended
June 30,
(in thousands, except per share amounts)2024202320242023
Numerator:
Net income $88,685 $95,293 $268,689 356,478 
Adjustment for basic earnings per share
Earnings allocated to unvested shareholders(1,211)(1,283)(3,700)(4,810)
Numerator for basic earnings per share87,474 94,010 264,989 351,668 
Adjustment for diluted earnings per share
Effect of reallocating undistributed earnings of unvested shareholders1 2 4 9 
Numerator for diluted earnings per share$87,475 $94,012 $264,993 $351,677 
Denominator:
Denominator for basic earnings per share - weighted-average shares98,752 101,163 98,891 103,464 
Effect of dilutive shares from restricted stock and performance share units255 387 225 388 
Denominator for diluted earnings per share - adjusted weighted-average shares99,007 101,550 99,116 103,852 
Basic earnings per common share:$0.89 $0.93 $2.68 $3.40 
Diluted earnings per common share:$0.88 $0.93 $2.67 $3.39 
Schedule of Anti-Dilutive Shares Excluded from the Calculation of Diluted Earnings Per Share
The following potentially dilutive average shares attributable to outstanding equity awards were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive:
Three Months Ended
June 30,		Nine Months Ended
June 30,
(in thousands, except per share amounts)2024202320242023
Potentially dilutive shares excluded as anti-dilutive2,318 2,964 2,374 2,479 
Weighted-average price per share$60.00 $58.86 $60.32 $61.88 
v3.24.2
FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS (Tables)
 9 Months Ended
Jun. 30, 2024
Fair Value Disclosures [Abstract]  
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis
The following tables summarize our financial assets and liabilities measured at fair value and indicate the level in the fair value hierarchy in which we classify the fair value measurement as of the dates indicated below:
June 30, 2024
(in thousands)Fair Value    Level 1    Level 2    Level 3
Assets
Short-term investments:
Corporate and municipal debt securities$37,218 $— $37,218 $— 
U.S. government and federal agency securities 48,870 48,870 — — 
Total86,088 48,870 37,218 — 
Long-term Investments:
Recurring fair value measurements:
Equity securities:
Non-qualified supplemental savings plan16,634 16,634 — — 
Investment in ADNOC Drilling178,235 178,235 — — 
Investment in Tamboran23,018 23,018 — — 
Debt securities:
Investment in Galileo36,751 — — 36,751 
Geothermal debt securities2,000 — — 2,000 
Other debt securities4,060 3,810 — 250 
Total260,698 221,697 — 39,001 
Nonrecurring fair value measurements1:
Other equity securities4,071 — — 4,071 
Total4,071 — — 4,071 
Total$264,769 $221,697 $— $43,072 
Liabilities
Contingent consideration$5,000 $— $— $5,000 
(1)As of June 30, 2024, our equity security investments in geothermal energy totaled $27.2 million and our debt security investments in held to maturity bonds totaled $0.3 million. None of these investments were marked to fair value during the period. The investments are measured at cost, less any impairments.
September 30, 2023
(in thousands)Fair Value    Level 1    Level 2    Level 3
Assets
Short-term investments:
Corporate debt securities$48,764 $— $48,764 $— 
U.S. government and federal agency securities44,836 44,836 — — 
Total93,600 44,836 48,764 — 
Long-term investments:
Recurring fair value measurements:
Equity securities:
Non-qualified supplemental savings plan14,597 14,597 — — 
Investment in ADNOC Drilling174,758 174,758 — — 
Investment in Tamboran9,920 9,920 — — 
Debt securities:
Investment in Galileo35,434 — — 35,434 
Geothermal debt securities2,006 — — 2,006 
Total236,715 199,275 — 37,440 
Nonrecurring fair value measurements1:
Other equity securities2
2,430 — — 2,430 
Total2,430 — — 2,430 
Total$239,145 $199,275 $— $39,870 
Liabilities
Contingent consideration$9,455 $— $— $9,455 
(1)As of September 30, 2023, our equity security investments in geothermal energy totaled $25.2 million. None of these investments were marked to fair value      during the period. The investments are measured at cost, less any impairments.
(2)As of September 30, 2023, our other equity securities subject to measurement at fair value on a nonrecurring basis totaled $3.0 million, of which $2.4 million has been marked to fair value. The remaining $0.6 million is measured at cost, less any impairments.
Schedule of Fair Value, Debt Security Measured on Recurring Basis, Unobservable Input Reconciliation
The following table provides quantitative information (in thousands) about our Level 3 unobservable significant inputs related to our debt security investment with Galileo at the dates included below:
June 30, 2024
Fair ValueValuation TechniqueUnobservable Inputs
$36,751 Black-Scholes-Merton modelDiscount rate20.8 %
Risk-free rate4.3 %
Equity volatility105.0 %
Schedule of Reconciliation of Long Term Debt Securities Available For Sale, Classified as Level 3 The following table reconciles changes in the fair value of our Level 3 assets for the periods presented below:
Three Months Ended
June 30,		Nine Months Ended
June 30,
(in thousands)2024202320242023
Assets at beginning of period$38,551 $35,140 $37,440 $33,565 
Purchases— 41 250 2,116 
Accrued interest450 2,001 1,316 2,001 
Transfers out— — — (500)
Reserves— — (5)— 
Assets at end of period$39,001 $37,182 $39,001 $37,182 
The following table reconciles changes in the balance of our equity securities, without readily determinable fair values, including investments that have been subsequently marked to fair value, for the periods presented below:
Three Months Ended
June 30,		Nine Months Ended
June 30,
(in millions)2024202320242023
Assets at beginning of period$30,152 $26,301 $28,232 $23,745 
Purchases1,105 — 3,641 2,556 
Disposals
— — (616)— 
Assets at end of period$31,257 $26,301 $31,257 $26,301 
Schedule of Reconciliation of Changes in Fair Value of Financial Liabilities Classified as Level 3 The following table reconciles changes in the fair value of our Level 3 liabilities for the periods presented below:
Three Months Ended
June 30,		Nine Months Ended
June 30,
(in thousands)2024202320242023
Liabilities at beginning of period$14,000 $5,030 $9,455 $4,022 
Additions— — — 500 
Total gains or losses:
Included in earnings1,000 4,050 6,670 5,808 
Settlements1
(10,000)(500)(11,125)(1,750)
Liabilities at end of period$5,000 $8,580 $5,000 $8,580 
(1)Settlements represent earnout payments that have been paid or earned during the period.
Schedule of Supplemental Fair Value Information about Long-Term Fixed-Rate Debt
The following information presents the supplemental fair value information for our long-term fixed-rate debt at June 30, 2024 and September 30, 2023:
(in millions)June 30, 2024    September 30, 2023
Long-term debt, net
Carrying value$545.6 $545.1 
Fair value454.5 435.5 
v3.24.2
BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION (Tables)
 9 Months Ended
Jun. 30, 2024
Segment Reporting [Abstract]  
Schedule of Financial Information of Reportable Segments
Summarized financial information of our reportable segments for the three and nine months ended June 30, 2024 and 2023 is shown in the following tables:
Three Months Ended June 30, 2024
(in thousands)North America SolutionsInternational SolutionsOffshore Gulf of MexicoOtherEliminationsTotal
External sales$620,040 $47,882 $27,218 $2,584 $— $697,724 
Intersegment— — — 14,677 (14,677)— 
Total sales620,040 47,882 27,218 17,261 (14,677)697,724 
Segment operating income (loss)
$163,359 $(4,844)$5,010 $(4,791)$(616)$158,118 
Three Months Ended June 30, 2023
(in thousands)North America SolutionsInternational SolutionsOffshore Gulf of MexicoOtherEliminationsTotal
External sales$641,612 $48,692 $31,221 $2,431 $— $723,956 
Intersegment— — — 17,359 (17,359)— 
Total sales641,612 48,692 31,221 19,790 (17,359)723,956 
Segment operating income (loss)
$169,499 $(1,397)$4,705 $2,104 $4,470 $179,381 
Nine Months Ended June 30, 2024
(in thousands)North America SolutionsInternational SolutionsOffshore Gulf of MexicoOtherEliminationsTotal
External sales$1,827,661 $148,512 $78,662 $7,979 $— $2,062,814 
Intersegment— — — 45,649 (45,649)— 
Total sales1,827,661 148,512 78,662 53,628 (45,649)2,062,814 
Segment operating income (loss)
$454,979 $4,148 $8,140 $(2,073)$(1,054)$464,140 
Nine Months Ended June 30, 2023
(in thousands)North America SolutionsInternational SolutionsOffshore Gulf of MexicoOtherEliminationsTotal
External sales$1,944,555 $159,383 $101,364 $7,513 $— $2,212,815 
Intersegment— — — 51,423 (51,423)— 
Total sales1,944,555 159,383 101,364 58,936 (51,423)2,212,815 
Segment operating income $496,945 $4,132 $18,138 $13,604 $4,513 $537,332 
Schedule of Reconciliation of Segment Operating Income (Loss) to Income from Continuing Operations Before Income Taxes
The following table reconciles segment operating income per the tables above to income before income taxes as reported on the Unaudited Condensed Consolidated Statements of Operations:
Three Months Ended
June 30,		Nine Months Ended
June 30,
(in thousands)2024202320242023
Segment operating income$158,118 $179,381 $464,140 $537,332 
Gain on reimbursement of drilling equipment9,732 10,642 24,687 37,940 
Other gain (loss) on sale of assets
(2,730)(4,504)(2,718)394 
Corporate selling, general and administrative costs and corporate depreciation(53,807)(36,777)(140,756)(107,496)
Operating income111,313 148,742 345,353 468,170 
Other income (expense)
Interest and dividend income11,888 10,748 29,189 20,508 
Interest expense(4,336)(4,324)(12,969)(12,918)
Gain (loss) on investment securities389 (18,538)102 6,123 
Other3,134 (672)2,991 (1,218)
Total unallocated amounts11,075 (12,786)19,313 12,495 
Income before income taxes$122,388 $135,956 $364,666 $480,665 
Schedule of Total Assets by Reportable Segment
The following table reconciles segment total assets to total assets as reported on the Unaudited Condensed Consolidated Balance Sheets:
(in thousands)June 30, 2024September 30, 2023
Total assets1
North America Solutions$3,340,926 $3,320,203 
International Solutions526,030 407,143 
Offshore Gulf of Mexico75,885 73,319 
Other171,550 154,290 
4,114,391 3,954,955 
Investments and corporate operations370,591 427,001 
$4,484,982 $4,381,956 
(1)Assets by segment exclude investments in subsidiaries and intersegment activity.
Schedule of Revenues from External Customers by Country
The following table presents revenues from external customers by country based on the location of service provided:
Three Months Ended
June 30,		Nine Months Ended
June 30,
(in thousands)2024202320242023
Operating revenues
United States$648,816 $674,658 $1,911,122 $2,051,133 
Argentina38,064 32,388 107,964 101,712 
Colombia31 9,433 8,976 39,454 
Bahrain4,602 4,458 13,634 10,925 
United Arab Emirates2,287 2,401 8,082 7,280 
Australia2,898 — 9,856 — 
Other foreign1,026 618 3,180 2,311 
Total$697,724 $723,956 $2,062,814 $2,212,815 
v3.24.2
NATURE OF OPERATIONS (Details)
 9 Months Ended
Jun. 30, 2024
location
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Number of international locations 5
v3.24.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, RELATED RISKS AND UNCERTAINTIES - Narrative (Details)
$ in Thousands, shares in Millions
 1 Months Ended 3 Months Ended 9 Months Ended
Oct. 31, 2022
USD ($)
shares
Jun. 30, 2024
USD ($)
geographical_area
executiveOfficer
shares
Jun. 30, 2023
USD ($)
Jun. 30, 2024
USD ($)
executiveOfficer
shares
Jun. 30, 2023
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Summary Of Significant Accounting Policies [Line Items]              
Restricted cash and cash equivalents   $ 78,400 $ 61,400 $ 78,400 $ 61,400 $ 59,100 $ 36,900
Additional cash and cash equivalents restricted at the election of management for potential insurance claims           58,400  
Convertible notes   $ 9,400   $ 9,400      
Convertible notes (in shares) | shares   0.5   0.5      
Number of executive officers serving on related party board | executiveOfficer   1   1      
Receivables   $ 415,395   $ 415,395   404,188  
Other assets, net   49,369   49,369   32,061  
Contract liability   24,326   24,326   28,882  
Drilling services   695,139 721,567 2,054,835 2,205,419    
Underwriting expense   5,300 5,500 10,400 10,200    
Casualty insurance premiums   9,500 9,700 28,500 30,600    
Premium revenues and expenses   14,700 17,400 45,700 51,400    
Stop-loss medical expenses   4,100 2,100 11,400 7,400    
Foreign currency losses   2,100 $ 1,400 4,500 $ 1,700    
Foreign Exchange              
Summary Of Significant Accounting Policies [Line Items]              
Foreign currency losses   $ 7,100   $ 7,100      
International Locations | Geographic Concentration Risk | Operating Revenue              
Summary Of Significant Accounting Policies [Line Items]              
Concentration percentage   7.00% 6.80% 7.40% 7.30%    
Minimum              
Summary Of Significant Accounting Policies [Line Items]              
Number of geographical areas operating | geographical_area   1          
Argentina              
Summary Of Significant Accounting Policies [Line Items]              
Cash   $ 9,200   $ 9,200      
South America | International Locations | Geographic Concentration Risk | Operating Revenue | International Solutions              
Summary Of Significant Accounting Policies [Line Items]              
Concentration percentage   77.90% 84.80% 77.10% 87.30%    
United States | Foreign Exchange              
Summary Of Significant Accounting Policies [Line Items]              
Proceeds received       $ 13,800      
Tamboran Resources Limited              
Summary Of Significant Accounting Policies [Line Items]              
Payments to acquire investments $ 14,100            
Investment shares acquired (in shares) | shares 106.0            
Investee              
Summary Of Significant Accounting Policies [Line Items]              
Receivables   $ 1,500   1,500   2,800  
Other assets, net           8,000  
Contract liability   4,500   4,500   6,600  
Drilling services   2,900   $ 9,900      
Expected revenue   $ 32,800          
Acquisition of Drilling Technologies Companies              
Summary Of Significant Accounting Policies [Line Items]              
Restricted cash and cash equivalents           $ 700  
v3.24.2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES , RELATED RISKS AND UNCERTAINTIES - Restricted Cash and Cash Equivalents (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Sep. 30, 2023
Jun. 30, 2023
Sep. 30, 2022
Restricted Cash and Investments        
Cash and cash equivalents $ 203,633 $ 257,174 $ 220,609 $ 232,131
Restricted cash and cash equivalents 78,400 59,100 61,400 36,900
Total cash, cash equivalents, and restricted cash 282,002 316,238 281,973 269,009
Restricted cash        
Restricted Cash and Investments        
Restricted cash and cash equivalents 78,369 59,064 61,364 36,246
Other assets, net        
Restricted Cash and Investments        
Restricted cash and cash equivalents $ 0 $ 0 $ 0 $ 632
v3.24.2
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Sep. 30, 2023
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 7,805,346 $ 7,548,697
Accumulated depreciation (4,791,001) (4,627,002)
Property, plant and equipment, net 3,014,345 2,921,695
Assets held-for-sale 0 645
Drilling services equipment    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 6,596,929 6,396,612
Drilling services equipment | Minimum    
Property, Plant and Equipment [Line Items]    
Estimated Useful Lives 4 years  
Drilling services equipment | Maximum    
Property, Plant and Equipment [Line Items]    
Estimated Useful Lives 15 years  
Tubulars    
Property, Plant and Equipment [Line Items]    
Estimated Useful Lives 4 years  
Property, plant and equipment, gross $ 577,231 564,032
Real estate properties    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 48,463 47,313
Real estate properties | Minimum    
Property, Plant and Equipment [Line Items]    
Estimated Useful Lives 10 years  
Real estate properties | Maximum    
Property, Plant and Equipment [Line Items]    
Estimated Useful Lives 45 years  
Other    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 457,879 443,366
Other | Minimum    
Property, Plant and Equipment [Line Items]    
Estimated Useful Lives 2 years  
Other | Maximum    
Property, Plant and Equipment [Line Items]    
Estimated Useful Lives 23 years  
Construction in progress    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 124,844 $ 97,374
v3.24.2
PROPERTY, PLANT AND EQUIPMENT - Narrative (Details)
 1 Months Ended 3 Months Ended 9 Months Ended 12 Months Ended
Nov. 30, 2022
rig
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
rig
Jun. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
rig
Sep. 30, 2023
USD ($)
Property, Plant and Equipment [Line Items]            
Depreciation   $ 96,200,000 $ 93,200,000 $ 291,500,000 $ 282,700,000  
Abandonments included in depreciation   100,000 200,000 3,200,000 2,400,000  
Accelerated depreciation   2,700,000 400,000 10,900,000 2,100,000  
Rigs damaged by fire | rig 1          
Abandonment expense         9,200,000  
Insurance proceeds           $ 9,200,000
Gain on involuntary conversion   5,500,000        
Insurance proceeds from involuntary conversion   5,500,000   5,533,000 0  
Asset impairment charges   0 0 0 12,097,000  
Property, plant and equipment, net   3,014,345,000   3,014,345,000   $ 2,921,695,000
Impairment charge for assets held for sale         1,300,000  
Gain on reimbursement of drilling equipment   $ 9,732,000 10,642,000 $ 24,687,000 37,940,000  
Assets Previously Held For Sale            
Property, Plant and Equipment [Line Items]            
Property, plant and equipment, net     3,000,000   3,000,000  
Property, plant, and equipment, salvage value     300,000   300,000  
Impairment charge for assets held for sale         2,700,000  
International FlexRig            
Property, Plant and Equipment [Line Items]            
Property, plant and equipment, net     8,800,000   8,800,000  
Property, plant, and equipment, salvage value     $ 700,000   700,000  
Impairment charge for assets held for sale         $ 8,100,000  
Number of rigs, held-for -sale | rig     4   4  
Conventional Drilling Rigs            
Property, Plant and Equipment [Line Items]            
Number of rigs, held-for -sale | rig     4   4  
Additional Equipment            
Property, Plant and Equipment [Line Items]            
Property, plant and equipment, net     $ 1,400,000   $ 1,400,000  
Property, plant, and equipment, salvage value     $ 100,000   $ 100,000  
v3.24.2
GOODWILL AND INTANGIBLE ASSETS - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]          
Goodwill additions $ 0   $ 0    
Impairments of goodwill 0   0    
Goodwill 45,653   45,653   $ 45,653
Amortization 1,600 $ 1,600 4,800 $ 5,000  
Expected amortization in 2024 1,600   1,600    
Expected amortization in 2025 6,400   6,400    
Expected amortization in 2026 6,400   6,400    
Expected amortization in 2027 6,400   6,400    
Expected amortization in 2028 $ 6,400   $ 6,400    
v3.24.2
GOODWILL AND INTANGIBLE ASSETS - Intangible Assets Arising from Business Acquisitions (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Sep. 30, 2023
Acquired Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 96,961 $ 96,961
Accumulated Amortization 41,209 36,386
Net $ 55,752 60,575
Developed technology    
Acquired Finite-Lived Intangible Assets [Line Items]    
Weighted Average Estimated Useful Lives 15 years  
Gross Carrying Amount $ 89,096 89,096
Accumulated Amortization 38,558 34,092
Net $ 50,538 55,004
Intellectual property    
Acquired Finite-Lived Intangible Assets [Line Items]    
Weighted Average Estimated Useful Lives 13 years  
Gross Carrying Amount $ 2,000 2,000
Accumulated Amortization 622 503
Net $ 1,378 1,497
Trade name    
Acquired Finite-Lived Intangible Assets [Line Items]    
Weighted Average Estimated Useful Lives 20 years  
Gross Carrying Amount $ 5,865 5,865
Accumulated Amortization 2,029 1,791
Net $ 3,836 $ 4,074
v3.24.2
DEBT - Unsecured Long-Term Debt Outstanding (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Sep. 30, 2023
Long-term debt    
Face Amount $ 550,000 $ 550,000
Unamortized Discount and Debt Issuance Cost (4,411) (4,856)
Long-term debt, net 545,589 545,144
Unsecured Senior Notes due September 29, 2031    
Long-term debt, gross    
Face Amount 550,000 550,000
Unamortized Discount and Debt Issuance Cost (4,411) (4,856)
Book Value $ 545,589 $ 545,144
v3.24.2
DEBT - Narrative (Details)
Jun. 30, 2024
USD ($)
Feb. 10, 2023
USD ($)
Mar. 08, 2022
USD ($)
optionForDebtExtension
Mar. 07, 2022
optionForDebtExtension
Sep. 29, 2021
USD ($)
Apr. 16, 2021
USD ($)
Unsecured Senior Notes due September 29, 2031            
Debt Instrument [Line Items]            
Interest rate (as a percent) 2.90%          
Face amount of debt         $ 550,000,000.0  
2018 Credit Facility            
Debt Instrument [Line Items]            
Maximum borrowing capacity $ 750,000,000.0          
Borrowings outstanding 0          
Available borrowing capacity 750,000,000.0          
2018 Credit Facility | Letters of Credit            
Debt Instrument [Line Items]            
Maximum borrowing capacity 75,000,000.0          
2018 Credit Facility, Due November 2025            
Debt Instrument [Line Items]            
Maximum borrowing capacity   $ 680,000,000.0 $ 680,000,000.0     $ 680,000,000.0
Number of debt extensions | optionForDebtExtension     2 1    
2018 Credit Facility, Due November 2024            
Debt Instrument [Line Items]            
Maximum borrowing capacity 70,000,000.0          
Unsecured Standalone Line of Credit Facility            
Debt Instrument [Line Items]            
Maximum borrowing capacity 120,000,000.0          
Borrowings outstanding 41,700,000          
Letter of Credit - Instrument 1 | Letters of Credit            
Debt Instrument [Line Items]            
Letters of credit outstanding 5,000,000.0          
Letter of Credit - Instrument 3 | Letters of Credit            
Debt Instrument [Line Items]            
Letters of credit outstanding $ 46,700,000          
v3.24.2
INCOME TAXES - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Income Tax Disclosure [Abstract]        
Income tax expense $ 33,703 $ 40,663 $ 95,977 $ 124,187
Effective tax rate (as a percent) 27.50% 29.90% 26.30% 25.90%
Effective income tax rate reconciliation, other adjustments $ 800      
Effective tax expense (benefit) related to equity compensation 1,600 $ 2,400   $ 2,300
Potential increase (decrease) in uncertain tax liabilities     $ 700  
Potential decrease in uncertain tax liabilities $ 2,700   $ 2,700  
v3.24.2
SHAREHOLDERS' EQUITY - Narrative (Details) - USD ($)
$ / shares in Units, $ in Thousands, shares in Millions
 3 Months Ended 9 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Jun. 30, 2024
Jun. 30, 2023
Sep. 30, 2023
Stockholders' Equity Note [Abstract]                  
Number of common shares authorized to be repurchased (in shares) 4.0           4.0    
Shares of common stock repurchased (in shares)       3.2     1.4 6.5  
Aggregate cost of repurchased shares       $ 103,200     $ 51,600 $ 249,000  
Excise tax       $ 1,000     300 $ 1,800  
Dividends declared $ 42,000           143,300    
Dividends declared (in dollars per share) $ 0.25 $ 0.25 $ 0.25 $ 0.25 $ 0.25 $ 0.25      
Dividends declared, supplemental (in dollars per share) $ 0.17 $ 0.17 $ 0.34   $ 0.235 $ 0.47      
Dividends payable $ 42,045           $ 42,045   $ 25,194
v3.24.2
SHAREHOLDERS' EQUITY - Components of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Sep. 30, 2023
After-tax amounts:    
Unrealized pension actuarial loss $ (8,499) $ (7,981)
Unrealized pension actuarial loss    
Pre-tax amounts:    
Unrealized pension actuarial loss (9,886) (10,407)
After-tax amounts:    
Unrealized pension actuarial loss (7,579) (7,981)
Unrealized loss on available-for-sale debt security    
Pre-tax amounts:    
Unrealized pension actuarial loss (1,191) 0
After-tax amounts:    
Unrealized pension actuarial loss (920) 0
Accumulated Other Comprehensive Income (Loss)    
Pre-tax amounts:    
Unrealized pension actuarial loss (11,077) (10,407)
After-tax amounts:    
Unrealized pension actuarial loss $ (8,499) $ (7,981)
v3.24.2
SHAREHOLDERS' EQUITY - Schedule of Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2024
Rollforward of accumulated other comprehensive income (loss), net of tax    
Beginning balance $ 2,803,074 $ 2,771,943
Ending balance 2,856,845 2,856,845
Unrealized Loss on Available-for-Sale Securities    
Rollforward of accumulated other comprehensive income (loss), net of tax    
Beginning balance 0 0
Other comprehensive loss before reclassifications (920) (920)
Amounts reclassified from accumulated other comprehensive income 0 0
Net current-period other comprehensive loss (920) (920)
Ending balance (920) (920)
Unrealized pension actuarial loss    
Rollforward of accumulated other comprehensive income (loss), net of tax    
Beginning balance (7,713) (7,981)
Other comprehensive loss before reclassifications 0 0
Amounts reclassified from accumulated other comprehensive income 134 402
Net current-period other comprehensive loss 134 402
Ending balance (7,579) (7,579)
Accumulated Other Comprehensive Income (Loss)    
Rollforward of accumulated other comprehensive income (loss), net of tax    
Beginning balance (7,713) (7,981)
Other comprehensive loss before reclassifications (920) (920)
Amounts reclassified from accumulated other comprehensive income 134 402
Net current-period other comprehensive loss (786) (518)
Ending balance $ (8,499) $ (8,499)
v3.24.2
REVENUE FROM CONTRACTS WITH CUSTOMERS - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Sep. 30, 2023
Revenue from Contract with Customer [Abstract]          
Revenue from performance contracts $ 294.4 $ 883.3 $ 880.4 $ 316.2  
Performance bonuses recognized 11.8 $ 11.4 37.4 $ 33.0  
Capitalized fulfillment costs $ 11.6   $ 11.6   $ 11.4
v3.24.2
REVENUE FROM CONTRACTS WITH CUSTOMERS - Remaining Performance Obligations (Details)
$ in Billions
 9 Months Ended
Jun. 30, 2024
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Amount of remaining performance obligation $ 1.5
Period of unsatisfied performance obligations represented in backlog contracts with month-to-month terms 1 month
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-07-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Amount of remaining performance obligation $ 0.3
Expected timing of satisfaction for remaining performance obligation 3 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Amount of remaining performance obligation $ 0.6
Expected timing of satisfaction for remaining performance obligation 12 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-10-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Amount of remaining performance obligation $ 0.6
Expected timing of satisfaction for remaining performance obligation 12 months
v3.24.2
REVENUE FROM CONTRACTS WITH CUSTOMERS - Schedule of Contract Assets and Liabilities (Details) - USD ($)
$ in Thousands
 9 Months Ended
Jun. 30, 2024
Sep. 30, 2023
Revenue from Contract with Customer [Abstract]    
Contract assets, net $ 4,899 $ 6,560
Change in Contract with Customer, Liability [Roll Forward]    
Contract liabilities beginning balance 28,882  
Payment received/accrued and deferred 44,486  
Revenue recognized during the period (49,042)  
Contract liabilities ending balance $ 24,326  
v3.24.2
EARNINGS (LOSSES) PER COMMON SHARE - Computation of Basic and Diluted Earnings Per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 3 Months Ended 9 Months Ended
Jun. 30, 2024
Mar. 31, 2024
Dec. 31, 2023
Jun. 30, 2023
Mar. 31, 2023
Dec. 31, 2022
Jun. 30, 2024
Jun. 30, 2023
Numerator:                
Net income $ 88,685 $ 84,831 $ 95,173 $ 95,293 $ 164,040 $ 97,145 $ 268,689 $ 356,478
Adjustment for basic earnings per share                
Earnings allocated to unvested shareholders (1,211)     (1,283)     (3,700) (4,810)
Numerator for basic earnings per share 87,474     94,010     264,989 351,668
Adjustment for diluted earnings per share                
Effect of reallocating undistributed earnings of unvested shareholders 1     2     4 9
Numerator for diluted earnings per share $ 87,475     $ 94,012     $ 264,993 $ 351,677
Denominator:                
Denominator for basic earnings (loss) per share - weighted-average shares (in shares) 98,752     101,163     98,891 103,464
Effect of dilutive shares from stock options, restricted stock and performance share units (in shares) 255     387     225 388
Denominator for diluted earnings (loss) per share - adjusted weighted-average shares (in shares) 99,007     101,550     99,116 103,852
Basic earnings per common share (in dollars per share) $ 0.89     $ 0.93     $ 2.68 $ 3.40
Diluted earnings per common share (in dollars per share) $ 0.88     $ 0.93     $ 2.67 $ 3.39
v3.24.2
EARNINGS (LOSSES) PER COMMON SHARE - Anti-Dilutive Shares Excluded from the Calculation of Diluted Earnings Per Share (Details) - $ / shares
shares in Thousands
 3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Earnings Per Share [Abstract]        
Potentially dilutive shares excluded as anti-dilutive (in shares) 2,318 2,964 2,374 2,479
Weighted-average price per share (in dollars per share) $ 60.00 $ 58.86 $ 60.32 $ 61.88
v3.24.2
FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS - Schedule of Assets Measured at Fair Value (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Mar. 31, 2024
Sep. 30, 2023
Short-term investments:      
Total short-term investments $ 86,088   $ 93,600
Nonrecurring fair value measurements      
Total 264,769   239,145
Geothermal Investments      
Liabilities      
Equity securities   $ 27,200 25,200
Recurring Fair Value Measurements      
Long-term Investments:      
Non-qualified supplemental savings plan 16,634   14,597
Nonrecurring fair value measurements      
Total 260,698   236,715
Liabilities      
Contingent consideration 5,000   9,455
Recurring Fair Value Measurements | ADNOC Drilling      
Long-term Investments:      
Equity securities, investment 178,235   174,758
Recurring Fair Value Measurements | Tamboran Resources Limited      
Long-term Investments:      
Equity securities, investment 23,018   9,920
Recurring Fair Value Measurements | Galileo Technologies      
Long-term Investments:      
Debt securities, investment 36,751   35,434
Recurring Fair Value Measurements | Geothermal Investments      
Long-term Investments:      
Debt securities, investment 2,000   2,006
Recurring Fair Value Measurements | Other      
Long-term Investments:      
Debt securities, investment 4,060    
Fair Value, Nonrecurring      
Nonrecurring fair value measurements      
Other equity securities 4,071   2,430
Total 4,071   2,430
Liabilities      
Debt security investments 300    
Fair Value, Nonrecurring | Other      
Long-term Investments:      
Equity securities, investment     3,000
Liabilities      
Equity securities     600
Level 1      
Short-term investments:      
Total short-term investments 48,870   44,836
Nonrecurring fair value measurements      
Total 221,697   199,275
Level 1 | Recurring Fair Value Measurements      
Long-term Investments:      
Non-qualified supplemental savings plan 16,634   14,597
Nonrecurring fair value measurements      
Total 221,697   199,275
Liabilities      
Contingent consideration 0   0
Level 1 | Recurring Fair Value Measurements | ADNOC Drilling      
Long-term Investments:      
Equity securities, investment 178,235   174,758
Level 1 | Recurring Fair Value Measurements | Tamboran Resources Limited      
Long-term Investments:      
Equity securities, investment 23,018   9,920
Level 1 | Recurring Fair Value Measurements | Galileo Technologies      
Long-term Investments:      
Debt securities, investment 0   0
Level 1 | Recurring Fair Value Measurements | Geothermal Investments      
Long-term Investments:      
Debt securities, investment 0   0
Level 1 | Recurring Fair Value Measurements | Other      
Long-term Investments:      
Debt securities, investment 3,810    
Level 1 | Fair Value, Nonrecurring      
Nonrecurring fair value measurements      
Other equity securities 0   0
Total 0   0
Level 2      
Short-term investments:      
Total short-term investments 37,218   48,764
Nonrecurring fair value measurements      
Total 0   0
Level 2 | Recurring Fair Value Measurements      
Long-term Investments:      
Non-qualified supplemental savings plan 0   0
Nonrecurring fair value measurements      
Total 0   0
Liabilities      
Contingent consideration 0   0
Level 2 | Recurring Fair Value Measurements | ADNOC Drilling      
Long-term Investments:      
Equity securities, investment 0   0
Level 2 | Recurring Fair Value Measurements | Tamboran Resources Limited      
Long-term Investments:      
Equity securities, investment 0   0
Level 2 | Recurring Fair Value Measurements | Galileo Technologies      
Long-term Investments:      
Debt securities, investment 0   0
Level 2 | Recurring Fair Value Measurements | Geothermal Investments      
Long-term Investments:      
Debt securities, investment 0   0
Level 2 | Recurring Fair Value Measurements | Other      
Long-term Investments:      
Debt securities, investment 0    
Level 2 | Fair Value, Nonrecurring      
Nonrecurring fair value measurements      
Other equity securities 0   0
Total 0   0
Level 3      
Short-term investments:      
Total short-term investments 0   0
Nonrecurring fair value measurements      
Total 43,072   39,870
Level 3 | Recurring Fair Value Measurements      
Long-term Investments:      
Non-qualified supplemental savings plan 0   0
Debt securities, investment 36,751    
Nonrecurring fair value measurements      
Total 39,001   37,440
Liabilities      
Contingent consideration 5,000   9,455
Level 3 | Recurring Fair Value Measurements | ADNOC Drilling      
Long-term Investments:      
Equity securities, investment 0   0
Level 3 | Recurring Fair Value Measurements | Tamboran Resources Limited      
Long-term Investments:      
Equity securities, investment 0   0
Level 3 | Recurring Fair Value Measurements | Galileo Technologies      
Long-term Investments:      
Debt securities, investment 36,751   35,434
Level 3 | Recurring Fair Value Measurements | Geothermal Investments      
Long-term Investments:      
Debt securities, investment 2,000   2,006
Level 3 | Recurring Fair Value Measurements | Other      
Long-term Investments:      
Debt securities, investment 250    
Level 3 | Fair Value, Nonrecurring      
Nonrecurring fair value measurements      
Other equity securities 4,071   2,430
Total 4,071   2,430
Liabilities      
Equity securities, fair value     2,400
Corporate and municipal debt securities      
Short-term investments:      
Total short-term investments 37,218   48,764
Corporate and municipal debt securities | Level 1      
Short-term investments:      
Total short-term investments 0   0
Corporate and municipal debt securities | Level 2      
Short-term investments:      
Total short-term investments 37,218   48,764
Corporate and municipal debt securities | Level 3      
Short-term investments:      
Total short-term investments 0   0
U.S. government and federal agency securities      
Short-term investments:      
Total short-term investments 48,870   44,836
U.S. government and federal agency securities | Level 1      
Short-term investments:      
Total short-term investments 48,870   44,836
U.S. government and federal agency securities | Level 2      
Short-term investments:      
Total short-term investments 0   0
U.S. government and federal agency securities | Level 3      
Short-term investments:      
Total short-term investments $ 0   $ 0
v3.24.2
FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS - Narrative (Details) - USD ($)
shares in Millions, $ in Millions
 1 Months Ended 3 Months Ended 9 Months Ended
Oct. 31, 2022
Apr. 30, 2022
Sep. 30, 2021
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]              
Gain (loss) resulting from the change in the fair value of investments       $ 5.6 $ (17.0) $ 3.5 $ 7.4
Unrealized gain (loss) on investments       $ 1.9 $ 1.5 $ 3.7  
Depository Beneficial Interests 0.50%            
Equity Method Investments, Lockup Period           180 days  
Convertible Debt | Galileo Technologies              
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]              
Interest rate (as a percent)   5.00%          
ADNOC Drilling              
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]              
Payments to acquire investments     $ 100.0        
Investment balance (in shares)     159.7        
Investments lockup period (in years)     3 years        
ADNOC Drilling | ADNOC Drilling              
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]              
Ownership percentage (as a percent)     1.00%        
Tamboran Resources Limited              
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]              
Payments to acquire investments $ 14.1            
Investment shares acquired (in shares) 106.0            
Tamboran Resources Limited | Tamboran Resources Limited              
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]              
Ownership percentage (as a percent)       7.20%   7.20%  
Galileo Technologies              
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]              
Payments to acquire investments   $ 33.0          
v3.24.2
FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS - Level 3 Unobservable Inputs (Details) - Level 3
$ in Thousands
Jun. 30, 2024
USD ($)
Discount rate  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Unobservable Inputs 0.208
Risk-free rate  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Unobservable Inputs 0.043
Equity volatility  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Unobservable Inputs 1.050
Recurring Fair Value Measurements  
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]  
Fair Value $ 36,751
v3.24.2
FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS - Reconciliation of Changes in Fair Value of Financial Assets and Liabilities Classified as Level 3 (Details) - Level 3 - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Reconciliation of changes in the fair value of our financial liabilities        
Liabilities at beginning of period $ 14,000 $ 5,030 $ 9,455 $ 4,022
Additions 0 0 0 500
Total gains or losses included in earnings 1,000 4,050 6,670 5,808
Settlements (10,000) (500) (11,125) (1,750)
Liabilities at end of period 5,000 8,580 5,000 8,580
Debt Securities        
Reconciliation of changes in the fair value of our financial assets        
Assets at beginning of period 38,551 35,140 37,440 33,565
Purchases 0 41 250 2,116
Accrued interest 450 2,001 1,316 2,001
Transfers out 0 0 0 (500)
Reserves 0 0 (5) 0
Assets at end of period 39,001 37,182 39,001 37,182
Equity Securities Without Readily Determinable Fair Value        
Reconciliation of changes in the fair value of our financial assets        
Assets at beginning of period 30,152 26,301 28,232 23,745
Purchases 1,105 0 3,641 2,556
Disposals 0 0 (616) 0
Assets at end of period $ 31,257 $ 26,301 $ 31,257 $ 26,301
v3.24.2
FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS - Supplemental Fair Value Information about Long-Term Fixed-Rate Debt (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Sep. 30, 2023
Long-term debt, net    
Carrying value $ 545,589 $ 545,144
Carrying value    
Long-term debt, net    
Carrying value 545,600 545,100
Fair value | Level 2    
Long-term debt, net    
Fair value $ 454,500 $ 435,500
v3.24.2
COMMITMENTS AND CONTINGENCIES - Narrative (Details)
$ in Thousands
 9 Months Ended
Jun. 30, 2024
USD ($)
renewalOption
Sep. 30, 2023
USD ($)
Other Commitments [Line Items]    
Operating lease right-of-use assets $ 57,315 $ 50,400
Leases renewed | renewalOption 1  
Purchase commitments for equipment, parts and supplies $ 99,600  
Tulsa Industrial Facility    
Other Commitments [Line Items]    
Number of renewal options | renewalOption 2  
Renewal option term 5 years  
Land and Building    
Other Commitments [Line Items]    
Operating lease, liability $ 18,100  
Operating lease right-of-use assets $ 18,100  
v3.24.2
BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION - Schedule of Financial Information of Reportable Segments (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Segment Reporting Information [Line Items]        
Revenues $ 697,724 $ 723,956 $ 2,062,814 $ 2,212,815
Segment operating income (loss) 111,313 148,742 345,353 468,170
Intersegment        
Segment Reporting Information [Line Items]        
Revenues (14,677) (17,359) (45,649) (51,423)
Segment operating income (loss) (616) 4,470 (1,054) 4,513
Operating Segments        
Segment Reporting Information [Line Items]        
Revenues 697,724 723,956 2,062,814 2,212,815
Segment operating income (loss) 158,118 179,381 464,140 537,332
North America Solutions        
Segment Reporting Information [Line Items]        
Revenues 620,040 641,612 1,827,661 1,944,555
North America Solutions | Intersegment        
Segment Reporting Information [Line Items]        
Revenues 0 0 0 0
North America Solutions | Operating Segments        
Segment Reporting Information [Line Items]        
Revenues 620,040 641,612 1,827,661 1,944,555
Segment operating income (loss) 163,359 169,499 454,979 496,945
Offshore Gulf of Mexico        
Segment Reporting Information [Line Items]        
Revenues 47,882 48,692 148,512 159,383
Offshore Gulf of Mexico | Intersegment        
Segment Reporting Information [Line Items]        
Revenues 0 0 0 0
Offshore Gulf of Mexico | Operating Segments        
Segment Reporting Information [Line Items]        
Revenues 47,882 48,692 148,512 159,383
Segment operating income (loss) (4,844) (1,397) 4,148 4,132
International Solutions        
Segment Reporting Information [Line Items]        
Revenues 27,218 31,221 78,662 101,364
International Solutions | Intersegment        
Segment Reporting Information [Line Items]        
Revenues 0 0 0 0
International Solutions | Operating Segments        
Segment Reporting Information [Line Items]        
Revenues 27,218 31,221 78,662 101,364
Segment operating income (loss) 5,010 4,705 8,140 18,138
Other        
Segment Reporting Information [Line Items]        
Revenues 2,584 2,431 7,979 7,513
Other | Intersegment        
Segment Reporting Information [Line Items]        
Revenues (14,677) (17,359) (45,649) (51,423)
Other | Operating Segments        
Segment Reporting Information [Line Items]        
Revenues 17,261 19,790 53,628 58,936
Segment operating income (loss) $ (4,791) $ 2,104 $ (2,073) $ 13,604
v3.24.2
BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION - Reconciliation of Segment Operating Income (Loss) to Income from Continuing Operations before Income Taxes (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Segment Reporting Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Abstract]        
Operating income $ 111,313 $ 148,742 $ 345,353 $ 468,170
Gain on reimbursement of drilling equipment 9,732 10,642 24,687 37,940
Other gain (loss) on sale of assets (2,730) (4,504) (2,718) 394
Corporate selling, general and administrative costs and corporate depreciation 66,870 49,271 185,484 150,581
Other income (expense)        
Interest and dividend income 11,888 10,748 29,189 20,508
Interest expense (4,336) (4,324) (12,969) (12,918)
Gain (loss) on investment securities 389 (18,538) 102 6,123
Other 3,134 (672) 2,991 (1,218)
Total unallocated amounts 11,075 (12,786) 19,313 12,495
Income before income taxes 122,388 135,956 364,666 480,665
Operating Segments        
Segment Reporting Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Abstract]        
Operating income 158,118 179,381 464,140 537,332
Segment Reconciling Items        
Segment Reporting Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Abstract]        
Gain on reimbursement of drilling equipment 9,732 10,642 24,687 37,940
Other gain (loss) on sale of assets (2,730) (4,504) (2,718) 394
Corporate, Non-Segment        
Segment Reporting Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Abstract]        
Corporate selling, general and administrative costs and corporate depreciation $ (53,807) $ (36,777) $ (140,756) $ (107,496)
v3.24.2
BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION - Reconciliation of Segment Assets to Consolidated Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2024
Sep. 30, 2023
Segment Reporting Information [Line Items]    
Assets $ 4,484,982 $ 4,381,956
Operating Segments    
Segment Reporting Information [Line Items]    
Assets 4,114,391 3,954,955
Corporate, Non-Segment    
Segment Reporting Information [Line Items]    
Assets 370,591 427,001
North America Solutions | Operating Segments    
Segment Reporting Information [Line Items]    
Assets 3,340,926 3,320,203
International Solutions | Operating Segments    
Segment Reporting Information [Line Items]    
Assets 526,030 407,143
Offshore Gulf of Mexico | Operating Segments    
Segment Reporting Information [Line Items]    
Assets 75,885 73,319
Other | Operating Segments    
Segment Reporting Information [Line Items]    
Assets $ 171,550 $ 154,290
v3.24.2
BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION - Revenues from External Customers and Long-Lived Assets by Country (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Jun. 30, 2024
Jun. 30, 2023
Jun. 30, 2024
Jun. 30, 2023
Segment Reporting Information [Line Items]        
Operating revenues $ 697,724 $ 723,956 $ 2,062,814 $ 2,212,815
United States        
Segment Reporting Information [Line Items]        
Operating revenues 648,816 674,658 1,911,122 2,051,133
Argentina        
Segment Reporting Information [Line Items]        
Operating revenues 38,064 32,388 107,964 101,712
Colombia        
Segment Reporting Information [Line Items]        
Operating revenues 31 9,433 8,976 39,454
Bahrain        
Segment Reporting Information [Line Items]        
Operating revenues 4,602 4,458 13,634 10,925
United Arab Emirates        
Segment Reporting Information [Line Items]        
Operating revenues 2,287 2,401 8,082 7,280
Australia        
Segment Reporting Information [Line Items]        
Operating revenues 2,898 0 9,856 0
Other foreign        
Segment Reporting Information [Line Items]        
Operating revenues $ 1,026 $ 618 $ 3,180 $ 2,311
v3.24.2
SUBSEQUENT EVENTS (Details) - Subsequent Event - KCA Deutag
€ in Millions
Jul. 25, 2024
USD ($)
Jul. 25, 2024
EUR (€)
Subsequent Event    
Expected unadjusted purchase price $ 946,400,000  
Expected unadjusted purchase price, escrow deposit | €   € 75.4
Expected unadjusted purchase price, escrow deposit, interest rate 0.018 0.018
Bridge Loan | Morgan Stanley Senior Funding, Inc.    
Subsequent Event    
Debt, agreed amount to be borrowed $ 1,972,500,000  
KCA Deutag | Majority Sellers    
Subsequent Event    
Ownership interest 60.581%  
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