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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2022

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

HELMERICH & PAYNE, INC.

(Exact name of registrant as specified in its charter)

Delaware			73-0679879
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

Title of each class			Trading symbol(s)			Name of each exchange on which registered
Common Stock ($0.10 par value)			HP			New York Stock Exchange

Large accelerated filer

☒

Accelerated filer

☐

Non‑accelerated filer

☐

Smaller reporting company

☐

Emerging Growth Company

☐

HELMERICH & PAYNE, INC.
INDEX TO FORM 10‑K
						Page
PART I						6
Item 1.			Business			6
Item 1A.			Risk Factors			18
Item 1B.			Unresolved Staff Comments			34
Item 2.			Properties			34
Item 3.			Legal Proceedings			35
Item 4.			Mine Safety Disclosures			35
PART II						36
Item 5.			Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			36
Item 6.			Reserved			37
Item 7.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			37
Item 7A.			Quantitative and Qualitative Disclosures About Market Risk			52
Item 8.			Financial Statements and Supplementary Data			54
Item 9.			Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			102
Item 9A.			Controls and Procedures			102
Item 9B.			Other Information			102
Item 9C.			Disclosure Regarding Foreign Jurisdictions That Prevent Inspections			102
PART III						102
Item 10.			Directors, Executive Officers and Corporate Governance			102
Item 11.			Executive Compensation			103
Item 12.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			103
Item 13.			Certain Relationships and Related Transactions, and Director Independence			103
Item 14.			Principal Accountant Fees and Services			103
PART IV						103
Item 15.			Exhibits and Financial Statement Schedules			103
Item 16.			Form 10‑K Summary			106
SIGNATURES						108

Cautionary Note Regarding Forward-Looking Statements

•our business strategy;

•estimates of our revenues, income, earnings per share, and market share;

•our capital structure and our ability to return cash to stockholders through dividends or share repurchases;

•the amount and nature of our future capital expenditures and how we expect to fund our capital expenditures;

•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 ongoing effect and impact of public health crises, such as the coronavirus ("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;

•impact of federal and state legislative and regulatory actions and policies, affecting our costs and increasing operation 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;

•impact of geopolitical developments and tensions, war and uncertainty in oil-producing countries (including the invasion of Ukraine by Russia 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, and inflationary pressures, 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 cybersecurity incidents, attacks or other breaches to our information technology systems;

•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;

•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.

Risk Factors Summary

•the level of activity in the oil and natural gas industry;

•global economic conditions and volatility in oil and gas prices;

•the drilling services and solutions business is highly competitive;

•new technologies may cause our drilling methods and equipment to become less competitive;

•our drilling and technology-related operations are subject to a number of operational risks, and we are not fully insured against all of these risks;

•cybersecurity risks;

•risks associated with our acquisitions, dispositions and investments;

•the impact of technology disputes;

•the effect of unexpected events;

•our reliance on management and competition for experienced personnel;

•the effect of the loss of one or a number of our large customers;

•our current backlog of drilling services and solutions revenue may not be ultimately realized;

•risks associated with our contracts with national oil companies;

•fixed costs may not decline in proportion to decreases in rig utilization and dayrates;

•shortages of drilling equipment and supplies;

•unionization efforts and labor regulations in certain countries in which we operate;

•the impact and effects of public health crises, pandemics and epidemics, such as the COVID-19 pandemic;

•the effect of improvements in or new discoveries of alternative technologies;

•risks associated with doing business in certain foreign countries;

•covenants in our debt agreements restrict our ability to engage in certain activities;

•we may be required to record impairment charges with respect to our drilling rigs and other assets;

•the impact of a downgrade in our credit ratings;

•our ability to access capital markets could be limited;

•credit, market and interest rate risks may negatively impact the value of our marketable securities;

•our inability to generate cash to service all of our indebtedness;

•the impact of the replacement of the London Interbank Offered Rate ("LIBOR") with an alternative rate on outstanding debt;

•the impact of the regulation of greenhouse gases and climate change;

•the impact of new legislation and regulatory initiatives related to hydraulic fracturing or other aspects of the oil and gas industry;

•risks related to our statements and disclosures regarding our sustainability goals and initiatives;

•failure to comply with the U.S. Foreign Corrupt Practices Act or foreign anti-bribery legislation;

•complex and evolving laws and regulations regarding privacy and data protection;

•government policies, mandates and regulations specifically affecting the energy sector and related industries;

•the impact of legal claims and litigation;

•the effect of additional tax liabilities, limitations on our use of net operating losses and tax credits and/or our significant net deferred tax liability;

•failure to comply with or changes to governmental and environmental laws;

•we may reduce or suspend our dividend in the future;

•the market price of our common stock may be highly volatile;

•certain provisions of our corporate governing documents could make an acquisition of our company more difficult; and

PART I

ITEM 1. BUSINESS

Overview

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 containing approximately 366,000 leasable square feet and approximately 176 acres of undeveloped real estate. Our research and development endeavors include both internal development and external acquisition of developing technologies. Our wholly-owned captive insurance companies (the “Captives”) are primarily used to insure the deductibles for our workers’ compensation, general liability, automobile liability, rig property and a medical stop-loss program. The Company and the Captives maintain excess property and casualty reinsurance programs with third-party insurers in an effort to limit the financial impact of significant events covered under these programs. Our real estate operations, our incubator program for new research and development projects, and our wholly-owned captive insurance companies are included in "Other."

Drilling Fleet

NORTH AMERICA SOLUTIONS FLEET
Location			Super-Spec FlexRig®1						Non Super-Spec FlexRig®2						Total Fleet
			Total Available			Rigs Contracted			Total Available			Rigs Contracted			Total Available			Rigs Contracted
TX			132			96			3			—			135			96
NM			40			34			—			—			40			34
OK			21			13			1			—			22			13
LA			11			9			—			—			11			9
ND			11			10			—			—			11			10
PA			5			4			—			—			5			4
CO			1			1			2			2			3			3
WV			3			3			—			—			3			3
UT			3			3			—			—			3			3
OH			2			—			—			—			2			—
WY			1			1			—			—			1			1
Totals			230			174			6			2			236			176

(1)AC drive, minimum of 1,500 horsepower drawworks, minimum of 750,000 lbs. hookload rating, 7,500 psi mud circulating system, and multiple-well pad capability.

(2)AC drive, 1,500 horsepower drawworks, 500,000 or 750,000 lbs. hookload rating, 5,000 or 7,500 psi mud circulating system, may or may not have multiple-well pad capability.

OFFSHORE GULF OF MEXICO FLEET
Location			Shallow Water1						Deep Water1						Total Fleet
			Total Available			Rigs Contracted			Total Available			Rigs Contracted			Total Available			Rigs Contracted
Louisiana2			3			—			—			—			3			—
Gulf of Mexico			1			1			3			3			4			4
Totals			4			1			3			3			7			4

(1)Deep water rigs operate on floating facilities and shallow water rigs operate on fixed facilities.

(2)Rigs are idle, stacked on land and not in state waters.

INTERNATIONAL SOLUTIONS FLEET
Location			AC (FlexRig® 3)1						AC (FlexRig® 4)2						Other AC						SCR3						Total Fleet
			Total Available			Rigs Contracted			Total Available			Rigs Contracted			Total Available			Rigs Contracted			Total Available			Rigs Contracted			Total Available			Rigs Contracted
Argentina			12			8			4			—			—			—			4			—			20			8
Colombia			2			—			—			—			1			1			2			2			5			3
Bahrain			—			—			3			1			—			—			—			—			3			1
Totals			14			8			7			1			1			1			6			2			28			12

(1)Other than four super–spec rigs in Argentina, the FlexRig® 3 is equipped with an AC drive, 1,500 horsepower drawworks, and a 750,000 lb. hookload rating. It can be equipped with an optional skid or walking system, third mud pump, and 7,500 psi high pressure mud system.

(2)The FlexRig® 4 model has a small footprint and is designed to be highly mobile. The rig is equipped with a 300,000 lb. mast, 400HP top drive and two mud pumps. Range 3 drill pipe is used without setback. The rig is capable of horizontal and vertical drilling, but is primarily used for vertical drilling.

(3)A silicon-controlled-rectifier (“SCR”) system converts alternate current (“AC”) produced by one or more AC generator sets into direct current (“DC”). Of the six SCR rigs, one is equipped with 2,100 horsepower drawworks and the remaining five are equipped with 3,000 horsepower drawworks to drill deep conventional wells.

Drilling Services and Solutions

			Year Ended September 30,
			North America Solutions																		Offshore Gulf of Mexico																		International Solutions
			2022						2021						2020						2022						2021						2020						2022						2021						2020
Revenue days1			59,672						39,199						49,003						1,460						1,552						1,922						3,036						1,815						4,605
Average active rigs2			163						107						134						4						4						5						8						5						13
Number of active rigs at the end of period3			176						127						69						4						4						5						12						6						5
Number of available rigs at the end of period			236						236						262						7						7						8						28						30						32

(1)Defined as the number of contractual days we recognized revenue during the period.

(2)Active rigs generate revenue for the Company; accordingly 'average active rigs' represents the average number of rigs generating revenue during the applicable period. This metric is calculated by dividing revenue days by total days in the applicable period (i.e. 365 days). This includes the impact of downsizing our fleet and/or rigs that have been reclassified to assets held-for-sale. See Note 4—Property, Plant and Equipment to our Consolidated Financial Statements.

(3)Defined as the number of rigs generating revenue at the applicable end date of the time period.

Our Segments

We believe we operate the largest and most technologically advanced AC drive drilling rig fleet in North America and have a presence in most of the U.S. shale and unconventional basins. We have the leading market share in at least three of the most active oil basins, which include the Permian Basin, Eagle Ford Shale, and Woodford Shale. Nearly all of our active rigs are capable of drilling horizontal or directional wells. As of September 30, 2022, we had approximately 22 percent of the total market share in U.S. land drilling and approximately 34 percent of the super-spec market share in U.S. land drilling. In the United States, we have the industry's largest super-spec fleet with 230 rigs, of which 174 were under contract at September 30, 2022. In total, 176 of our 236 marketed rigs were active under contract, 119 were under fixed‑term contracts, and 57 were working well-to-well as of September 30, 2022.

Argentina As of September 30, 2022, we had 20 available rigs in Argentina. Revenues generated by Argentine drilling operations contributed approximately 4.4 percent ($91.4 million) of our consolidated operating revenues during fiscal year 2022 compared to approximately 2.3 percent ($27.9 million) and 4.8 percent ($84.4 million) of our consolidated operating revenues during fiscal years 2021 and 2020, respectively. Revenues from drilling services performed for our two largest customers in Argentina totaled approximately 3.5 percent of our consolidated operating revenues and approximately 53.3 percent of our international operating revenues during fiscal year 2022. The Argentine drilling contracts are primarily with large international or national oil companies.

Colombia As of September 30, 2022, we had five available rigs in Colombia. Revenues generated by Colombian drilling operations contributed approximately 1.1 percent ($22.0 million) of our consolidated operating revenues in fiscal year 2022, compared to approximately 0.1 percent ($1.7 million) and 0.4 percent ($6.4 million) of our consolidated operating revenues during fiscal years 2021 and 2020, respectively. Revenues from drilling services performed for our two largest customers in Colombia totaled approximately 1.1 percent of our consolidated operating revenues and approximately 16.2 percent of our international operating revenues during fiscal year 2022. The Colombian drilling contracts are primarily with large international or national oil companies.

Bahrain As of September 30, 2022, we had three available rigs in Bahrain.  Revenues generated by Bahrain drilling operations contributed approximately 0.8 percent ($17.0 million) of our consolidated operating revenues in fiscal year 2022, compared to approximately 2.3 percent ($27.4 million) and 1.6 percent ($28.7 million) of our consolidated operating revenues during fiscal years 2021 and 2020, respectively.  All of our revenues in Bahrain are from a partner of the local national oil company.

United Arab Emirates During the year ended September 30, 2022, our operations in U.A.E. consisted of services provided to ADNOC Drilling Company P.J.S.C. ("ADNOC Drilling"), primarily in the form of secondment labor, as part of the strategic alliance that was announced in September 2021. H&P's alliance with ADNOC Drilling includes several accretive projects, in addition to general consulting services, that leverage H&P's expertise and technologies to help deliver more competitive well completion times, greater drilling efficiencies, and improved well economics. Currently, H&P does not own any drilling rigs within U.A.E.

During the late 1990’s, we undertook a strategic initiative to develop a new generation drilling rig that would be the safest, fastest-moving and highest performing rig in the land drilling market. Our first FlexRig® drilling rig entered the market in 1998. We continued to innovate and in 2002 introduced our first AC drive rigs, which incorporated new drilling technology and improved safety and environmental design. These rigs found immediate success by delivering higher value wells to the customer and marked the beginning of the AC land rig revolution.

We also changed our pricing and contracting strategy, and beginning in 2005, predominantly all new FlexRig® drilling rigs were built, supported by a firm contract, and generated attractive returns. To date, we have built over 200 FlexRig® rigs that align with this strategy. An important part of our strategy was to design a rig that could support continuous improvement through upgrade capability of the hardware and software on the rigs to take advantage of technology improvements and lengthening the industry rig replacement cycle. These upgrades included, but were not limited to, enhanced drilling control systems and software, skid and walking systems for drilling multiple well pads, 7,500 psi mud systems, set back capacity to accommodate the pipe that the longer laterals demanded, and additional mud system capacity.

In 2011, we introduced a FlexRig® design for long lateral drilling of multiple wells from a single location and for drilling horizontally in unconventional shale reservoirs. The new design preserved the key performance features of earlier designs but added a bi-directional skidding system and equipment capacities suitable for drilling long lateral wells.

In 2017, we introduced our first walking rig by reconfiguring some of our uni-directional skid designed FlexRig® drilling rigs. Since then, we have reconfigured, converted, and upgraded a total of 59 FlexRig® drilling rigs to super-spec walking rigs.

Years of designing and building our fleet of AC drive FlexRig® drilling rigs has given us many competitive benefits. One key advantage is fleet uniformity. We have overseen the design and assembly of all of our AC FlexRig® drilling rigs, and our different rig classes share many common components.  We co-designed the control systems for our rigs and have the right to make any changes or modifications to those systems that we desire. A uniform fleet creates an adaptive environment to reach maximum efficiency for employees, equipment and technology and is critical to our ability to provide consistent, safe and reliable operations in increasingly complex basins. In addition, our fleet has greater scale than any other competitor, which enables us to upgrade our existing FlexRig® drilling rigs to super-spec in a capital efficient way. High levels of uniformity in crew training and rotation and our ability to control and remove safety exposures across a more standard fleet allow us to deliver higher performance in a safer and more reliable manner for the customer. Further, our fleet is supported by a cost-effective Company-owned supply chain that provides standardized materials directly to the rigs from our regional warehouses.

Our industry is highly competitive, and we strive to differentiate our services based upon the quality of our FlexRig® drilling rigs and our engineering design expertise, operational efficiency, software technologies, and safety and environmental awareness. The number of available rigs generally exceeds demand in many of our markets, resulting in significant price competition. We compete against many drilling companies, some of whom are present in more than one of our operating regions. In the United States, we compete with Nabors Industries Ltd., Patterson-UTI Energy, Inc., Precision Drilling Corporation, and many other competitors with regional operations. Internationally, we compete directly with various contractors at each location where we operate. In the Gulf of Mexico platform rig market, we primarily compete with Nabors Industries Ltd. and Blake International Rigs, LLC.

•Introduction to Diversity, Equity, and Inclusion and Traits of Inclusive Teams;

•Unconscious Bias and Microaggressions; and

•Allyship and Privilege.

•New Employment Safety Training - onboarding program for new hires in safety sensitive positions. The purpose of the program is to prepare employees to work safely on our rigs and provide necessary certifications to do so; including all Occupational Safety and Health Administration ("OSHA") and IADC training, as well as Company culture education.

•Short Service Employee Training - specialized training program that is a continuation of New Employment Introduction basics and is intended to provide the technical on-the-job training guided by a mentor.

•Ethics and Compliance Training – comprised of several specific training programs, including Code of Conduct, Insider Trading, Anti-Discrimination & Harassment, Data Privacy, Trade Compliance, and Anti-Corruption.

•Change Champions Training - teaches employees to solve complex problems using structured processes, tools and data to drive results while emphasizing leadership and public speaking.

•Leadership Series Training - accessible online to all leaders and covers a variety of topics related to leading The H&P Way.

•Medical, dental and vision insurance for all full-time employees, and all part-time employees working more than 20 hours per week, and their dependents;

•A 401(k) plan with Company match incentive for all full-time employees, and all part-time employees working more than 20 hours per week;

•Employer paid life insurance benefits, which include a life assistance program, identity theft protection, and travel assistance plan;

•The Employee Assistance Plan, which offers wellness support with counseling, legal assistance, financial coaching, and identity theft resolution;

•The H&P Way Fund, which provides financial assistance to H&P employees during unavoidable emergencies;

•Employee discounts for phone, computer, personal vehicle, car rental, and hotel purchases; and

•An Educational Assistance Plan, which offers reimbursement of tuition fees for any employee pursuing an undergraduate degree and, in some cases, post-graduate degrees.

• drilling of oil and natural gas wells;

• directional drilling services;

• protection of the environment;

• workplace health and safety;

• labor and employment;

• data privacy;

• taxation;

• exportation or importation of equipment, technology and software;

• currency conversion and repatriation;

•global anti-corruption laws; and

In addition, we are subject to a variety of other U.S. and foreign laws and regulations, including, but not limited to, the U.S. Foreign Corrupt Practices Act and other anti-bribery and anti-corruption laws. The U.S. Foreign Corrupt Practices Act and similar anti-bribery and anti-corruption laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business. Failure to comply with applicable laws or regulations or acts of misconduct could subject us to fines, penalties or other sanctions. For more information, see Item 1A— “Risk Factors — Failure to comply with the U.S. Foreign Corrupt Practices Act or foreign anti‑bribery legislation could adversely affect our business.”

We are also subject to the jurisdiction of the U.S. Treasury Department’s Office of Foreign Assets Control, the U.S. Commerce Department’s Bureau of Industry and Security, the U.S. Customs and Border Protection and other U.S. and non-U.S. laws and regulations governing the international trade of goods, services and technology. Such regulations regarding exports and imports of covered goods or dealings with sanctioned countries, persons or entities include licensing, recordkeeping and reporting requirements. Failure to comply with applicable laws and regulations relating to customs, tariffs, sanctions and export controls may subject us to criminal sanctions or civil remedies, including fines, denial of export privileges, injunctions or seizures of assets. For more information, see Item 1A— “Risk Factors — Government policies, mandates, and regulations specifically affecting the energy sector and related industries, regulatory policies or matters that affect a variety of businesses, taxation polices, and political instability could adversely affect our financial condition and results of operations.”

ITEM 1A. RISK FACTORS

BUSINESS AND OPERATING RISKS

Our business depends on the level of activity in the oil and natural gas industry, which is significantly impacted by the current and expected price of oil and natural gas as well as the volatility in those prices and other factors.

•the domestic and foreign supply of, and demand for, oil, natural gas and related products;

•the cost of exploring for, developing, producing and delivering oil and natural gas;

•uncertainty in capital and commodities markets and the ability of oil and natural gas producers to access capital;

•the availability of and constraints in storage and transportation capacity, including, for example, takeaway constraints experienced in the Permian Basin over the past several years;

•the worldwide economy;

•expectations about future oil and natural gas prices and production levels;

•local and international political, economic, health and weather conditions, especially in oil and natural gas producing countries, including, for example, the impacts of local and international pandemics and other disasters;

•actions of OPEC, its members and other oil producing nations, such as Russia, relating to oil price and production levels, including announcements of potential changes to such levels;

•the levels of production of oil and natural gas of non-OPEC countries;

•the continued development of shale plays which may influence worldwide supply and prices;

•tax policies of the United States and other countries involved in global energy markets;

•political and military conflicts, hostilities or perceived hostilities in oil producing regions or other geographical areas or acts of terrorism in the United States or elsewhere;

•technological advances that are related to oil and natural gas recovery or that affect the global demand for energy;

•the development, exploitation and market acceptance of alternative energy sources as part of a transition to a lower carbon economy;

•increased focus by the investment community on sustainability practices in the oil and natural gas industry;

•legal and other limitations or restrictions on exportation and/or importation of oil and natural gas;

•laws and governmental regulations affecting the use of oil and natural gas; and

•the environmental and other laws and governmental regulations affecting exploration and development of oil and natural gas reserves.

Global economic conditions and volatility in oil and gas prices may adversely affect our business.

The drilling services and solutions business is highly competitive, and a surplus of available drilling rigs may adversely affect our rig utilization and profit margins.

New technologies may cause our drilling methods and equipment to become less competitive and it may become necessary to incur higher levels of capital expenditures in order to keep pace with the disruptive trends in the drilling industry. Growth through the building of new drilling rigs and improvement of existing rigs is not assured.

Although we take measures to ensure that we develop and use advanced oil and natural gas drilling technology, changes in technology, improvements by competitors and increasing customer demands for new and improved technology could make our equipment less competitive. There can be no assurance that we will:

•have sufficient capital resources to improve existing rigs or build new, technologically advanced drilling rigs;

•avoid cost overruns inherent in large fabrication projects resulting from numerous factors such as shortages or unscheduled delays in delivery of equipment or materials, inadequate levels of skilled labor, unanticipated increases in costs of equipment, materials and labor, design and engineering problems, and financial or other difficulties;

•successfully deploy idle, stacked, new or upgraded drilling rigs;

•effectively manage the increased size or future growth of our organization and drilling fleet;

•maintain crews necessary to operate existing or additional drilling rigs; or

•successfully improve our financial condition, results of operations, business or prospects as a result of improving existing drilling rigs or building new drilling rigs.

Our drilling and technology related operations are subject to a number of operational risks, including environmental and weather risks, which could expose us to significant losses and damage claims. We are not fully insured against all of these risks and our contractual indemnity provisions may not fully protect us.

Our business is subject to cybersecurity risks.

Our operations depend on effective and secure information technology systems. Threats to information technology systems, including as a result of cyberattacks and cyber incidents, continue to grow. Cybersecurity risks could include, but are not limited to, ransomware attacks, denial-of-service attacks, malicious software, attempts to gain unauthorized access to our data and the unauthorized release, corruption or loss of our data and personal information, employee or insider error, interruptions in communication, loss of our intellectual property or theft of our FlexRig® and other sensitive or proprietary technology, loss or damage to our data delivery systems, or other cybersecurity and infrastructure systems, including our property and equipment. In 2021, the Company introduced full-time or part-time remote work as a permanent option for select employees. A significant number of our office employees work remotely. Remote work relies heavily on the use of remote networking and online conferencing services that enable employees to work outside of our corporate infrastructure and, in some cases, use their own personal devices, which exposes the Company to additional cybersecurity risks, including unauthorized access to sensitive information as a result of increased remote access and other cybersecurity related incidents. Furthermore, geopolitical tensions or conflicts, such as Russia's invasion of Ukraine, may further heighten the risk of cybersecurity attacks.

Cybersecurity incidents involving our own systems or those of our third-party vendors, could:

•disrupt our rig operations including operational technologies as well as our corporate information technology systems,

•negatively impact our ability to compete,

•enable the theft or misappropriation of funds,

•cause the loss, corruption or misappropriation of proprietary or confidential information,

•expose us to litigation, regulatory action, and potential liability, and

Our acquisitions, dispositions and investments may not result in anticipated benefits and may present risks not originally contemplated, which may have a material adverse effect on our liquidity, consolidated results of operations and consolidated financial condition.

These transactions also involve risks, and we cannot ensure that:

•any acquisitions we attempt will be completed on the terms announced, or at all;

•any acquisitions would result in an increase in income or provide an adequate return of capital or other anticipated benefits;

•any acquisitions would be successfully integrated into our operations and internal controls, including those related to financial reporting, disclosure and cyber and information security;

•the due diligence conducted prior to an acquisition would uncover situations that could result in financial or legal exposure, or that we will appropriately quantify the exposure from known risks;

•any disposition would not result in decreased earnings, revenue, or cash flow;

•use of cash for acquisitions would not adversely affect our cash available for capital expenditures and other uses; or

•any dispositions, investments, or acquisitions, including integration efforts, would not divert management resources.

Technology disputes could negatively impact our operations or increase our costs.

Unexpected events could disrupt our business and adversely affect our results of operations.

Reliance on management and competition for experienced personnel may negatively impact our operations or financial results.

The loss of one or a number of our large customers could have a material adverse effect on our business, financial condition and results of operations.

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.

Our contracts with national oil companies may expose us to greater risks than we normally assume in contracts with non-governmental customers.

Our drilling services operating expense includes fixed costs that may not decline in proportion to decreases in rig utilization and dayrates.

Our drilling services operating expense includes all direct and indirect costs associated with the operation, maintenance and support of our drilling equipment, which is often not affected by changes in dayrates and utilization.  During periods of reduced revenue and/or activity, certain of our fixed costs (such as depreciation) may not decline and often we may incur additional costs.  During times of reduced utilization, reductions in costs may not be immediate as we may incur additional costs associated with maintaining and cold stacking a rig, or we may not be able to fully reduce the cost of our support operations in a particular geographic region due to the need to support the remaining drilling rigs in that region. Accordingly, a decline in revenue due to lower dayrates and/or utilization may not be offset by a corresponding decrease in drilling services and solutions expense, which could have a material adverse impact on our business, financial condition and results of operations.

Shortages of drilling equipment, supplies or other key materials could adversely affect our operations.

Unionization efforts and labor regulations in certain countries in which we operate could materially increase our costs or limit our flexibility.

The impact and effects of public health crises, pandemics and epidemics, such as the COVID-19 pandemic, could have a material adverse effect on our business, financial condition and results of operations.

Improvements in or new discoveries of alternative energy technologies could have a material adverse effect on our financial condition and results of operations.

Our business and results of operations may be adversely affected by foreign political, economic and social instability risks, foreign currency restrictions and devaluation, and various local laws associated with doing business in certain foreign countries.

FINANCIAL RISKS

Covenants in our debt agreements restrict our ability to engage in certain activities.

We may be required to record impairment charges with respect to our drilling rigs and other assets.

A downgrade in our credit ratings could negatively impact our cost of and ability to access capital.

Our ability to access capital markets could be limited.

Our marketable securities may lose significant value due to credit, market and interest rate risks.

We may not be able to generate cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations.

The replacement of LIBOR with an alternative reference rate, may adversely affect interest expense related to outstanding debt.

LEGAL AND REGULATORY RISKS

The physical effects of climate change and the regulation of greenhouse gases and climate change could have a negative impact on our business.

Beyond financial and regulatory impacts, the projected severe effects of climate change have the potential to directly affect our facilities and operations and those of our customers, which could result in more frequent and severe disruptions to our business and those of our customers, increased costs to repair damaged facilities or maintain or resume operations, and increased insurance costs. See above “—Our drilling and technology related operations are subject to a number of operational risks, including environmental and weather risks, which could expose us to significant losses and damage claims. We are not fully insured against all of these risks and our contractual indemnity provisions may not fully protect us.”

New legislation and regulatory initiatives relating to hydraulic fracturing or other aspects of the oil and gas industry could negatively impact the drilling programs of our customers and, consequently, delay, limit or reduce the services we provide.

Our aspirations, goals and initiatives related to sustainability and emissions reduction, and our public statements and disclosures regarding them, expose us to numerous risks.

Failure to comply with the U.S. Foreign Corrupt Practices Act or foreign anti‑bribery legislation could adversely affect our business.

Our business is subject to complex and evolving laws and regulations regarding privacy and data protection.

Government policies, mandates, and regulations specifically affecting the energy sector and related industries, regulatory policies or matters that affect a variety of businesses, taxation polices, and political instability could adversely affect our financial condition and results of operations.

Legal claims and litigation could have a negative impact on our business.

The nature of our business makes us susceptible to legal proceedings and governmental investigations from time to time. We design much of our own equipment and fabricate and upgrade such equipment in facilities that we operate. We also design and develop our own technology. If such equipment or technology fails to perform as expected, or if we fail to maintain or operate the equipment properly, there could be personal injuries, property damage, and environmental contamination, which could result in claims against us. Our ownership and use of proprietary technology and equipment could also result in infringement of intellectual property claims against us. See above “— Technology disputes could negatively impact our operations or increase our costs." The Company also owns and operates a large fleet of motor vehicles, which creates an increased exposure to motor vehicle accidents. Also, we may be subject, and have been subject in the past, to litigation resulting from accidents involving motor vehicles. These lawsuits have resulted, and may result in the future, in the payment of substantial settlements or damages and increases in our insurance costs. In addition, during periods of depressed market conditions we may be subject to an increased risk of our customers, vendors, former employees and others initiating legal proceedings against us. Further, actions or decisions we have taken or may take as a consequence of COVID-19 may result in investigations, litigation or legal claims against us. Lawsuits or claims against us could have a material adverse effect on our business, financial condition and results of operations. Any litigation or claims, even if fully indemnified or insured, could negatively impact our reputation among our customers and the public, and make it more difficult for us to compete effectively or obtain adequate insurance in the future.

Additional tax liabilities, limitations on our use of net operating losses and tax credits and/or our significant net deferred tax liability could affect our financial condition, income tax provision, net income, and cash flows.

Failure to comply with or changes to governmental and environmental laws could adversely affect our business.

RISKS RELATED TO OUR COMMON STOCK AND CORPORATE STRUCTURE

We may reduce or suspend our dividend in the future.

The market price of our common stock may be highly volatile, and investors may not be able to resell shares at or above the price paid.

The trading price of our common stock may be volatile. Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as other general economic, market or political conditions, could reduce the market price of our common stock in spite of our operating or financial performance. The following factors, in addition to other factors described in this “Risk Factors” section and elsewhere in this Form 10-K, may have a significant impact on the market price of our common stock:

•changes in customer needs, expectations or trends and our ability to maintain relationships with key customers;

•our ability to implement our business strategy;

•changes in our capital structure, including the issuance of additional debt;

•public announcements (including the timing of these announcements) regarding our business, financial performance and prospects or new products or services, product enhancements, technological advances or strategic actions, such as acquisitions, restructurings or significant contracts, by our competitors or us;

•trading activity in our stock, including portfolio transactions in our stock by us, our executive officers and directors, and significant stockholders or trading activity that results from the ordinary course rebalancing of stock indices in which we may be included;

•short-interest in our common stock, which could be significant from time to time;

•our inclusion in, or removal from, any stock indices;

•investor perception of us and the industry and markets in which we operate;

•increased focus by the investment community on sustainability practices at our company and in the oil and natural gas industry generally;

•changes in earnings estimates or buy/sell recommendations by securities analysts;

•whether or not we meet earnings estimates of securities analysts who follow us;

•regulatory or legal developments in the United States and foreign countries where we operate; and

Certain provisions of our corporate governing documents could make an acquisition of our company more difficult.

The following provisions of our charter documents, as currently in effect, and Delaware law could discourage potential proposals to acquire us, delay or prevent a change in control of us or limit the price that investors may be willing to pay in the future for shares of our common stock:

•our certificate of incorporation permits our Board of Directors to issue and set the terms of preferred stock and to adopt amendments to our bylaws;

•our bylaws contain restrictions regarding the right of stockholders to nominate directors and to submit proposals to be considered at stockholder meetings;

•our bylaws restrict the right of stockholders to call a special meeting of stockholders; and 

Public and investor sentiment towards climate change, fossil fuels and other ESG matters could adversely affect our cost of capital and the price of our common stock.

Members of the investment community are increasing their focus on ESG practices and disclosures by public companies, including practices and disclosures related to climate change and sustainability, DE&I initiatives, and heightened governance standards. As a result, we may continue to face increasing pressure regarding our ESG disclosures and practices. See above "—Our aspirations, goals and initiatives related to sustainability and emissions reduction, and our public statements and disclosures regarding them, expose us to numerous risks." These pressures have intensified recently in connection with the COVID-19 pandemic, significant societal events and government efforts to mitigate climate change. Additionally, members of the investment community may screen companies such as ours for ESG disclosures and performance before investing in our stock. Over the past few years, there has also been an acceleration in investor demand for ESG investing opportunities, and many large institutional investors have committed to increasing the percentage of their portfolios that are allocated towards ESG investments. With respect to any of these investors, our ESG disclosures and efforts may not satisfy the investor requirements or their requirements may not be made known to us. If we or our securities are unable to meet the ESG standards or investment criteria set by these investors and funds, we may lose investors or investors may allocate a portion of their capital away from us, our cost of capital may increase, and our stock price may be negatively impacted.

ITEM 1B. UNRESOLVED STAFF COMMENTS

ITEM 2. PROPERTIES

ITEM 3. LEGAL PROCEEDINGS

ITEM 4. MINE SAFETY DISCLOSURES

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

									Indexed Returns
			Base Period						Years Ending
Company / Index			Sep 2017						Sep 2018						Sep 2019						Sep 2020						Sep 2021						Sep 2022
Helmerich & Payne, Inc.			$	100.00					$	137.00					$	88.00					$	43.00					$	70.00					$	90.00
S&P 600 Index			100.00						120.00						108.00						100.00						157.00						127.00
Dow Jones U.S. Select Oil Equipment & Services Index			100.00						102.00						52.00						22.00						42.00						45.00
Philadelphia Stock Exchange Oil Service Sector Index			100.00						107.00						48.00						21.00						43.00						46.00

ITEM 6. (RESERVED)

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Executive Summary

Market Outlook

The capital budgets for calendar year 2023 have not yet been established by many of our customers; however, based upon the crude oil and natural gas pricing environment and many of our customers' desire to at least maintain their current production levels, we expect the level of capital spending and activity in calendar year 2023 to be similar to modestly higher than that experienced in calendar year 2022. In recent years the U.S. demand for super-spec rigs has strengthened. Despite this increased demand for super-spec rigs there is still idle super-spec rig capacity in the market; however, much of that idle capacity represents rigs that have not been active during the preceding two years and in some cases even longer. Consequently, there have been additional costs incurred to bring those long-idled rigs back into working condition, which contributed to upward pricing for super-spec rigs. This supply-demand dynamic combined with the value proposition we provide our customers through our drilling expertise, high-quality FlexRig® fleet, and automation technology resulted in an improvement in our underlying contract economics.

Recent Developments

During the fiscal year ended September 30, 2022, we purchased an additional $18.2 million in geothermal energy investments consisting of both debt and equity securities. Investments were made in five separate companies that are pursuing technological concepts to make unconventional geothermal energy a viable economic renewable energy source. These companies are developing enhanced geothermal system ("EGS") and closed loop concepts. The EGS concepts use one or more of the following: horizontal drilling, induced permeability, and fiber optic sensing. The closed loop concepts use multilateral wellbores, proprietary working fluid, or coaxial pipe configurations. All of these concepts are designed to harvest geothermal heat to create carbon-free, 24/7 geothermal energy. The aggregate balance of our investments in geothermal energy companies was $23.7 million and $2.7 million at September 30, 2022 and 2021, respectively. At this time, we expect the quantity and pace of our geothermal investments to be reduced relative to fiscal year 2022.

Contract Backlog

(in millions)			September 30, 2022						September 30, 2021						Percentage Reasonably Expected to be Fulfilled in Fiscal Year 2024 and Thereafter
North America Solutions			$	863.6					$	429.6					26.0		%
Offshore Gulf of Mexico			7.6						17.2						—
International Solutions			301.2						125.2						45.3
			$	1,172.4					$	572.0

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 this Form 10-K regarding fixed term contract risk. Additionally, see Item 1A—"Risk Factors—The impact and effects of public health crises, pandemics and epidemics, such as the COVID-19 pandemic, could have a material adverse effect on our business, financial condition and results of operations" within this Form 10-K.

Results of Operations for the Fiscal Years Ended September 30, 2022 and 2021

Operating Revenue Consolidated operating revenues were $2.1 billion in fiscal year 2022 and $1.2 billion in fiscal year 2021, including early termination revenue of $0.7 million and $7.7 million in each respective fiscal year. Excluding early termination revenue, operating revenue increased $0.8 billion in fiscal year 2022 compared to fiscal year 2021. The increase in fiscal year 2022 from fiscal year 2021 was primarily driven by an increase in average rig pricing and activity levels in our North America Solutions segment and increased activity levels in our International Solutions segment. Refer to segment results below for further details.

Direct Operating Expenses, Excluding Depreciation and Amortization Direct operating expenses in fiscal year 2022 were $1.4 billion, compared with $1.0 billion in fiscal year 2021. The increase in fiscal year 2022 from fiscal year 2021 was primarily attributable to the previously mentioned higher activity levels.

Depreciation and Amortization Depreciation and amortization expense was $403.2 million in fiscal year 2022 and $419.7 million in fiscal year 2021. The decrease in depreciation and amortization during the fiscal year ended September 30, 2022 compared to the fiscal year ended September 30, 2021 was primarily attributable to the termination of depreciation on eight rigs that were included in the ADNOC sale during the fourth quarter of fiscal year 2021 coupled with ongoing relatively low levels of capital expenditures. Depreciation and amortization includes amortization of intangible assets of $7.2 million in fiscal years 2022 and 2021, and abandonments of equipment of $6.6 million and $2.0 million in fiscal years 2022 and 2021, respectively.

Selling, General and Administrative Expense Selling, general and administrative expenses increased to $182.4 million in the fiscal year ended September 30, 2022 compared to $172.2 million in the fiscal year ended September 30, 2021. The $10.2 million increase in fiscal year 2022 compared to fiscal year 2021 is primarily due to a $6.0 million increase in IT infrastructure spending, and a $5.6 million increase in labor and travel expense.

Asset Impairment Charges During the fiscal year ended September 30, 2022, we identified various assets that met the asset held-for-sale criteria and were reclassified as assets held-for-sale on our Consolidated Balance Sheets. The combined net book value of these assets was $5.4 million and were written down to their estimated fair value less cost to sell of $1.0 million, resulting in a non-cash impairment charge of $4.4 million, within our North America Solutions and International Solutions segments. The impairment charge was recorded in the Consolidated Statement of Operations for the fiscal year ended September 30, 2022. Comparatively, during the fiscal year ended September 30, 2021, the Company developed a plan to sell 71 Domestic non-super-spec rigs, all within our North America Solutions segment, the majority of which were previously decommissioned, written down and/or held as capital spares, which resulted in an impairment charge of $56.4 million. Also, during the fiscal year ended September 30, 2021, we formalized a plan to sell assets related to two of our lower margin service offerings, trucking and casing running services, all within our North America Solutions segment, which resulted in a non-cash impairment charge of $14.4 million.

Gain on Investment Securities During the fiscal year ended September 30, 2022, we recognized an aggregate gain of $57.9 million on investment securities. This gain was primarily comprised of a $47.4 million gain on our equity investment in ADNOC Drilling caused by an increase in the fair market value of the stock. In September 2021, the Company made a cornerstone equity investment consisting of 159.7 million shares for $100.0 million as part of ADNOC Drilling's initial public offering. This investment is subject to a three-year lock-up period. Additionally, during the fiscal year ended September 30, 2022, we sold our remaining equity securities of approximately 467.5 thousand shares in Schlumberger, Ltd. and received proceeds of approximately $22.0 million. We recognized an aggregate gain of $8.2 million related to this investment, which included a $0.5 million gain recognized upon the sale and a $7.7 million gain as a result of the change in the fair value of the investment during the fiscal year ended September 30, 2022.

Restructuring Charges During the fiscal years ended September 30, 2022 and 2021, we incurred $0.8 million and $5.9 million, respectively, in restructuring charges. The charges incurred during the fiscal year ended September 30, 2021 included $1.5 million in one-time severance benefits paid to employees who were voluntarily or involuntarily terminated primarily as a result of the reorganization of our IT operations coupled with charges of $4.5 million primarily related to the relocation of our Houston assembly facility and the downsizing of our storage yards used for idle rigs.

Interest and Dividend Income Interest and dividend income was $18.1 million and $10.3 million in fiscal years 2022 and 2021, respectively. The increase in interest and dividend income in fiscal year 2022 was primarily due to $6.6 million of dividend income received as a result of our investment in ADNOC drilling.

Income Taxes We had an income tax expense of $24.4 million in fiscal year 2022 compared to an income tax benefit of $103.7 million in fiscal year 2021. The effective income tax rate was 78.8 percent in fiscal year 2022 compared to 23.5 percent in fiscal year 2021. The effective rates differ from the U.S. federal statutory rate (21.0 percent for the fiscal years 2022 and 2021) primarily due to non-deductible permanent items, the foreign derived intangible income deduction (in fiscal year 2022), state and foreign income taxes, and adjustments to the deferred state income tax rate. Additionally, the effective income tax rate is higher in fiscal year 2022 as the low level of net income before tax increases the impact of the rate differences.

Discontinued Operations Income from discontinued operations was $0.4 million and $11.3 million in fiscal years 2022 and 2021, respectively. Expenses incurred within the country of Venezuela are reported as discontinued operations. 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. We are seeking damages for the seizure of our Venezuelan drilling business in violation of international law and for breach of contract. While there exists the possibility of realizing a recovery, we are currently unable to determine the timing or amounts we may receive, if any, or the likelihood of recovery. In March 2016, the Venezuelan government implemented the previously announced plans for a new foreign currency exchange system. Activity within discontinued operations for both fiscal years 2022 and 2021 is caused by exchange rate fluctuations due to the remeasurement of an uncertain tax liability.

(in thousands, except operating statistics)			2022						2021						% Change
Operating revenues			$	1,788,167					$	1,026,364					74.2		%
Direct operating expenses			1,218,134						773,507						57.5
Depreciation and amortization			375,250						392,415						(4.4)
Research and development			26,728						21,811						22.5
Selling, general and administrative expense			43,796						51,089						(14.3)
Asset impairment charges			1,868						70,850						(97.4)
Restructuring charges			498						3,868						(87.1)
Segment operating income (loss)			$	121,893					$	(287,176)					(142.4)
Financial Data and Other Operating Statistics1:
Direct margin (Non-GAAP)2			$	570,033					$	252,857					125.4
Revenue days3			59,672						39,199						52.2
Average active rigs4			163						107						52.3
Number of active rigs at the end of period5			176						127						38.6
Number of available rigs at the end of period			236						236						—
Reimbursements of "out-of-pocket" expenses			$	232,092					$	113,897					103.8

(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., 365 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 $1.0 billion in fiscal year 2022 and 2021, respectively. Operating revenues increased $0.8 billion in fiscal year 2022 compared to fiscal year 2021. This increase is primarily driven by higher pricing and higher activity levels.

Direct Operating Expenses Direct operating expenses increased to $1.2 billion during the fiscal year ended September 30, 2022 as compared to $0.8 billion during the fiscal year ended September 30, 2021. This increase was primarily driven by an increase of $241.0 million in labor expense and an increase of $87.0 million in materials and supplies as we experienced higher activity levels and had an increase in field wages beginning in December 2021.

Depreciation and Amortization Depreciation expense decreased to $375.3 million during the fiscal year ended September 30, 2022 as compared to $392.4 million during the fiscal year ended September 30, 2021. The decrease was primarily attributable to the termination of depreciation on eight rigs located in the U.S. that were included in the ADNOC sale during the fourth quarter of fiscal year 2021 coupled with ongoing relatively low levels of capital expenditures during the 2022 fiscal year.

Selling, General and Administrative Expenses We had a $7.3 million decrease in selling, general and administrative costs during the fiscal year ended September 30, 2022 compared to the fiscal year ended September 30, 2021. This decrease was primarily driven by a $5.3 million decrease in professional services fees.

Restructuring Charges For the fiscal years ended September 30, 2022 and 2021, we incurred $0.5 million and $3.9 million, respectively, in restructuring charges. The charges incurred during the fiscal year ended September 30, 2021 primarily included charges of $3.8 million related to the relocation of the Houston assembly facility and the downsizing of storage yards used for idle rigs.

(in thousands, except operating statistics)			2022						2021						% Change
Operating revenues			$	125,465					$	126,399					(0.7)		%
Direct operating expenses			90,415						97,249						(7.0)
Depreciation			9,175						10,557						(13.1)
Selling, general and administrative expense			2,661						2,624						1.4
Segment operating income			$	23,214					$	15,969					45.4
Financial Data and Other Operating Statistics1:
Direct margin (Non-GAAP)2			$	35,050					$	29,150					20.2
Revenue days3			1,460						1,552						(5.9)
Average active rigs4			4						4						—
Number of active rigs at the end of period5			4						4						—
Number of available rigs at the end of period			7						7						—
Reimbursements of "out-of-pocket" expenses			$	26,077					$	27,388					(4.8)

(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., 365 days).

(5)Defined as the number of rigs generating revenue at the applicable end date of the time period.

Operating Revenues Operating revenues were $125.5 million and $126.4 million in the fiscal year ended September 30, 2022 and 2021, respectively. The 0.7 percent decrease in operating revenue is primarily driven by lower reimbursable expenses and the mix of rigs working at full rates as opposed to being on lower standby or mobilization rates, partially offset by pricing increases which occurred in the later portion of the 2022 fiscal year.

Direct Operating Expenses Direct operating expenses decreased to $90.4 million during the fiscal year ended September 30, 2022 as compared to $97.2 million during the fiscal year ended September 30, 2021. The decrease was primarily driven by a $6.3 million favorable adjustment in self-insurance liabilities related to prior period claims coupled with the factors described above.

(in thousands, except operating statistics)			2022						2021						% Change
Operating revenues			$	136,072					$	57,917					134.9		%
Direct operating expenses			120,780						68,672						75.9
Depreciation			4,156						2,013						106.5
Selling, general and administrative expense			8,779						8,028						9.4
Asset impairment charges			2,495						—						—
Restructuring charges			—						207						(100.0)
Segment operating loss			$	(138)					$	(21,003)					(99.3)
Financial Data and Other Operating Statistics1:
Direct margin (Non-GAAP)2			$	15,292					$	(10,755)					(242.2)
Revenue days3			3,036						1,815						67.3
Average active rigs4			8						5						60.0
Number of active rigs at the end of period5			12						6						100.0
Number of available rigs at the end of period			28						30						(6.7)
Reimbursements of "out-of-pocket" expenses			$	4,910					$	6,693					(26.6)

(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., 365 days).

(5)Defined as the number of rigs generating revenue at the applicable end date of the time period.

Operating Revenues Operating revenues increased $78.2 million in fiscal year 2022 compared to fiscal year 2021. This increase is primarily driven by higher activity levels. Additionally, in the first quarter of fiscal year 2022, we recognized $16.4 million in revenue related to the settlement of a contract drilling dispute related to drilling services provided from fiscal years 2016 through 2019 with YPF S.A. Refer to Note 10—Revenue from Contracts with Customers for additional details.

Operating Expenses Direct operating expenses increased to $120.8 million during the fiscal year ended September 30, 2022 as compared to $68.7 million during the fiscal year ended September 30, 2021. This increase was primarily driven by an increase of $25.9 million in labor expense and an increase of $25.4 million in materials and supplies as we experienced higher activity levels.

(in thousands)			2022						2021						% Change
Operating revenues			$	66,287					$	43,304					53.1		%
Direct operating expenses			50,683						50,064						1.2
Depreciation			1,701						1,426						19.3
Research and development			—						127						(100.0)
Selling, general and administrative expense			1,183						1,205						(1.8)
Restructuring charges			—						186						(100.0)
Operating income (loss)			$	12,720					$	(9,704)					(231.1)

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. Intercompany premium revenues recorded by the Captives during the fiscal years ended September 30, 2022 and 2021 amounted to $57.0 million and $35.4 million, respectively, which were eliminated upon consolidation. 

Direct Operating Expenses Direct operating expenses consisted primarily of $7.0 million and $12.6 million in adjustments to accruals for estimated losses allocated to the Captives and rig and casualty insurance premiums of $35.6 million and $21.9 million during the fiscal years ended September 30, 2022 and 2021, respectively. The change to accruals for estimated losses is primarily due to actuarial valuation adjustments by our third-party actuary.

Results of Operations for the Fiscal Years Ended September 30, 2021 and 2020

A discussion of our results of operations for the fiscal year ended September 30, 2021 compared to the fiscal year ended September 30, 2020 is included in Part II, Item 7— "Management's Discussion and Analysis of Financial Condition and Results of Operations" of our Annual Report on Form 10-K for the fiscal year ended September 30, 2021, filed with the Securities and Exchange Commission ("SEC") on November 18, 2021.

Liquidity and Capital Resources

			Year Ended September 30,
(in thousands)			2022						2021						2020
Net cash provided by (used in):
Operating activities			$	233,913					$	136,440					$	538,881
Investing activities			(167,315)						(161,994)						(87,885)
Financing activities			(734,305)						425,523						(297,220)
Net increase (decrease) in cash and cash equivalents and restricted cash			$	(667,707)					$	399,969					$	153,776

			Year Ended September 30,
(in thousands)			2022						2021						2020
Total current assets			$	1,002,944					$	1,586,566					$	963,327
Less:
Cash and cash equivalents			232,131						917,534						487,884
Short-term investments			117,101						198,700						89,335
Assets held-for-sale			4,333						71,453						—
			649,379						398,879						386,108
Total current liabilities			394,810						866,306						219,136
Less:
Dividends payable			26,693						27,332						27,226
Current portion of long-term debt, net			—						483,486						—
Advance payment for sale of property, plant and equipment			600						86,524						—
			$	367,517					$	268,964					$	191,910
Operating net working capital (non-GAAP)			$	281,862					$	129,915					$	194,198

Capital Expenditures Our capital expenditures were $250.9 million, $82.1 million and $140.8 million in fiscal years 2022, 2021 and 2020, respectively. The increase in capital expenditures between fiscal years 2022 and 2021 is driven by higher activity and spending on walking rig conversions. The decrease in capital expenditures between fiscal years 2021 and 2020 was driven by lower maintenance capital expenditures as a result of lower activity. Our fiscal year 2023 capital spending is currently estimated to be between $425 million and $475 million. This estimate includes normal capital maintenance requirements, information technology spending, skidding to walking conversions for a limited number of rigs and plans to reactivate several super-spec rigs.

Purchases & Sales of Short-Term Investments Our net sales of short-term investments during fiscal year 2022 were $79.6 million compared to net purchases of $107.4 million and $40.0 million in fiscal years 2021 and 2020, respectively. The change is driven by our ongoing liquidity management.

Purchases of Long-Term Investments Our net purchases of long-term investments were $29.2 million, $102.5 million and $0.6 million in fiscal years 2022, 2021 and 2020, respectively. The decrease in net purchases between fiscal years 2022 and 2021 is primarily driven by our $100.0 million cornerstone investment in ADNOC Drilling purchased during fiscal year 2021, the $22.0 million of proceeds received from the liquidation of our remaining equity securities in Schlumberger, Ltd, during the fiscal year ended September 30, 2022, offset by the purchase of a $33.0 million cornerstone investment in a convertible note in Galileo Holdco 2 and the purchase of $18.2 million in various geothermal investments during fiscal year 2022. The increase in net purchases between fiscal years 2021 and 2020 is primarily driven by our purchase of ADNOC Drilling equity securities (as mentioned above) during fiscal year 2021 and the absence of such activity in fiscal year 2020.

Advance Payment for Sale of Property, Plant and Equipment During September 2021, the Company agreed to sell eight FlexRig land rigs with an aggregate net book value of $55.6 million to ADNOC Drilling for $86.5 million. We received the $86.5 million in cash consideration in advance of delivering the rigs.

Repurchase of Shares We have 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. During the fiscal year ended September 30, 2022 and 2020, we repurchased 3.2 million common shares at an aggregate cost of $77.0 million and 1.5 million common shares at an aggregate cost of $28.5 million, respectively, which are held as treasury shares. There were no purchases of common shares in fiscal year 2021.

Dividends We paid dividends of $1.00 per share during fiscal years 2022 and 2021 compared to $2.38 per share during fiscal year 2020. Total dividends paid were $107.4 million, $109.1 million and $260.3 million in fiscal years 2022, 2021 and 2020, respectively. A cash dividend of $0.25 per share was declared on September 7, 2022 for shareholders of record on November 15, 2022, payable on December 1, 2022.

Debt Issuance Proceeds and Costs On September 29, 2021, we issued $548.7 million aggregate principal amount of the 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”). Debt issuance fees paid as of September 30, 2021 were $3.9 million.

Redemption of 4.65% Senior Notes due 2025 On October 27, 2021, we redeemed all of the outstanding 2025 Notes, resulting in a cash outflow of $487.1 million. As a result, the associated make-whole premium of $56.4 million was paid during the first fiscal quarter of 2022 contemporaneously with the October 27, 2021 debt extinguishment. The Company financed the redemption of the 2025 Notes with the net proceeds from the offering of the 2031 Notes, together with cash on hand. Additional details are fully discussed in Note 7—Debt.

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. The 2031 Notes will mature on September 29, 2031 and bear interest at a rate of 2.90 percent annum. 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. One hundred percent of the 2031 Notes were exchanged in the Registered Exchange Offer.

4.65% Senior Notes due 2025 On December 20, 2018, we issued approximately $487.1 million in aggregate principal amount of the 2025 Notes. The debt issuance cost was being amortized straight-line over the stated life of the obligation, which approximated the effective interest method.

Material Commitments

			Obligations due by year
(in thousands)			Total						2023						2024						2025						2026						2027						Thereafter
Long-term debt			550,000						—						—						—						—						—						550,000
Interest1			144,724						16,066						16,069						16,073						16,076						16,080						64,360
Operating leases2			31,613						9,767						7,801						4,501						2,033						2,046						5,465
Purchase obligations3			148,600						148,600						—						—						—						—						—
Total contractual obligations			$	874,937					$	174,433					$	23,870					$	20,574					$	18,109					$	18,126					$	619,825

(1)Interest on fixed-rate 2031 Notes was estimated based on principal maturities. See Note 7—Debt to our Consolidated Financial Statements.

(2)See Note 5—Leases to our Consolidated Financial Statements.

(3)See Note 16—Commitments and Contingencies to our Consolidated Financial Statements.

Critical Accounting Policies and Estimates

New Accounting Standards

Non-GAAP Measurements

			Year Ended September 30, 2022
(in thousands)			North America Solutions						Offshore Gulf of Mexico						International Solutions
Segment operating income (loss)			$	121,893					$	23,214					$	(138)
Add back:
Depreciation and amortization			375,250						9,175						4,156
Research and development			26,728						—						—
Selling, general and administrative expense			43,796						2,661						8,779
Asset impairment charges			1,868						—						2,495
Restructuring charges			498						—						—
Direct margin (Non-GAAP)			$	570,033					$	35,050					$	15,292

			Year Ended September 30, 2021
(in thousands)			North America Solutions						Offshore Gulf of Mexico						International Solutions
Segment operating income (loss)			$	(287,176)					$	15,969					$	(21,003)
Add back:
Depreciation and amortization			392,415						10,557						2,013
Research and development			21,811						—						—
Selling, general and administrative expense			51,089						2,624						8,028
Asset impairment charges			70,850						—						—
Restructuring charges			3,868						—						207
Direct margin (Non-GAAP)			$	252,857					$	29,150					$	(10,755)

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
			PAGE
Management’s Report on Internal Control over Financial Reporting			55
Reports of Independent Registered Public Accounting Firm (PCAOB ID Number 00042)			56
Consolidated Financial Statements:
Consolidated Balance Sheets at September 30, 2022 and 2021			59
Consolidated Statements of Operations for the Years Ended September 30, 2022, 2021 and 2020			60
Consolidated Statements of Comprehensive Income (Loss) for the Years Ended September 30, 2022, 2021 and 2020			61
Consolidated Statements of Shareholders’ Equity for the Years Ended September 30, 2022, 2021 and 2020			62
Consolidated Statements of Cash Flows for the Years Ended September 30, 2022, 2021 and 2020			63
Notes to Consolidated Financial Statements			65

Management’s Report on Internal Control over Financial Reporting

(i)pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(ii)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and the Board of Directors; and

(iii)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of September 30, 2022. In making this assessment, management used the criteria established in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the criteria in Internal Control-Integrated Framework (2013), management has concluded that the Company maintained effective internal control over financial reporting as of September 30, 2022.

Helmerich & Payne, Inc.
by
/s/ John W. Lindsay						/s/ Mark W. Smith
John W. Lindsay Director, President and Chief Executive Officer						Mark W. Smith Senior Vice President and Chief Financial Officer
November 16, 2022						November 16, 2022

Report of Independent Registered Public Accounting Firm

			Self-Insurance Accruals
Description of the Matter			The Company's self-insurance liability for workers’ compensation and other casualty claims was $72.3 million at September 30, 2022. As described in Note 2—Summary of Significant Accounting Policies, Risks and Uncertainties to the Consolidated Financial Statements, this liability is based on a third-party actuarial analysis, which includes an estimate for incurred but not reported claims. The actuarial analysis considers a variety of factors, including third-party adjusters’ estimates, historic experience, and statistical methods commonly used within the insurance industry.  Auditing the Company's reserve for self-insured risks for worker’s compensation and other casualty claims is complex and required us to use our actuarial specialists due to the significant measurement uncertainty associated with the estimate, management’s application of significant judgment, and the use of various actuarial methods.

How We Addressed the Matter in Our Audit			We evaluated the design and tested the operating effectiveness of the Company’s controls over the workers’ compensation and other casualty claims accrual process, including management’s review controls over the significant assumptions used in the calculation and the completeness and accuracy of the data underlying the reserve.   To test the self-insurance liability for worker’s compensation and other casualty claims, we performed audit procedures that included, among others, testing the completeness and accuracy of the underlying claims data provided to management’s actuary and obtaining legal confirmation letters to evaluate the reserves recorded on significant litigated matters. Additionally, we involved our actuarial specialists to assist in our evaluation of the methodologies applied by management’s actuary in establishing the actuarially determined reserve. We compared the Company’s estimates to ranges of estimates independently developed by our actuarial specialists.

/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1994.
Tulsa, Oklahoma
November 16, 2022

Report of Independent Registered Public Accounting Firm

/s/ Ernst & Young LLP
Tulsa, Oklahoma
November 16, 2022

HELMERICH & PAYNE, INC.
CONSOLIDATED BALANCE SHEETS
			September 30,
(in thousands except share data and per share amounts)			2022						2021
ASSETS
Current Assets:
Cash and cash equivalents			$	232,131					$	917,534
Restricted cash			36,246						18,350
Short-term investments			117,101						198,700
Accounts receivable, net of allowance of $2,975 and $2,068, respectively			458,713						228,894
Inventories of materials and supplies, net			87,957						84,057
Prepaid expenses and other, net			66,463						67,578
Assets held-for-sale			4,333						71,453
Total current assets			1,002,944						1,586,566
Investments			218,981						135,444
Property, plant and equipment, net			2,960,809						3,127,287
Other Noncurrent Assets:
Goodwill			45,653						45,653
Intangible assets, net			67,154						73,838
Operating lease right-of-use assets			39,064						49,187
Other assets, net			20,926						16,153
Total other noncurrent assets			172,797						184,831
Total assets			$	4,355,531					$	5,034,128
LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable			$	126,966					$	71,996
Dividends payable			26,693						27,332
Current portion of long-term debt, net			—						483,486
Accrued liabilities			241,151						283,492
Total current liabilities			394,810						866,306
Noncurrent Liabilities:
Long-term debt, net			542,610						541,997
Deferred income taxes			537,712						563,437
Other			113,387						147,757
Noncurrent liabilities - discontinued operations			1,540						2,013
Total noncurrent liabilities			1,195,249						1,255,204
Commitments and Contingencies (Note 16)
Shareholders' Equity:
Common stock, $0.10 par value, 160,000,000 shares authorized, 112,222,865 shares issued as of September 30, 2022 and 2021, and 105,293,662 and 107,898,859 shares outstanding as of September 30, 2022 and 2021, respectively			11,222						11,222
Preferred stock, no par value, 1,000,000 shares authorized, no shares issued			—						—
Additional paid-in capital			528,278						529,903
Retained earnings			2,473,572						2,573,375
Accumulated other comprehensive loss			(12,072)						(20,244)
Treasury stock, at cost, 6,929,203 shares and 4,324,006 shares as of September 30, 2022 and 2021, respectively			(235,528)						(181,638)
Total shareholders’ equity			2,765,472						2,912,618
Total liabilities and shareholders' equity			$	4,355,531					$	5,034,128