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Item 9A. Controls and Procedures

2021-11-18 compared with 2020-11-20 · 49 added, 67 removed, 102 unchanged (53% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures.

a) Evaluation of Disclosure Controls and Procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.

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We believe that a controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Our assessment of our system of internal controls included the consideration of a high proportion of our control owners and control performers working remotely due to Federal and State social distancing guidelines.

Management’s Report on Internal Control over Financial Reporting.

b) Management’s Report on Internal Control over Financial Reporting.

A copy of our Management’s Report on Internal Control over Financial Reporting is included in Item 8 of this Form 10-K.

Attestation Report of the Independent Registered Public Accounting Firm.

c) Attestation Report of the Independent Registered Public Accounting Firm.

A copy of the report of Ernst & Young LLP, our independent registered public accounting firm, is included in Item 8 of this Form 10-K.

Changes in Internal Control Over Financial Reporting.

d) Changes in Internal Control Over Financial Reporting.

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item is incorporated herein by reference to the material under the captions “Proposal 1—Election of Directors,” “Corporate Governance,” “Executive Officers” and “Delinquent Section 16(a) Reports” in our definitive Proxy Statement for the Annual Meeting of Stockholders to be held March 2, 2021 , to be filed with the SEC not later than 120 days after September 30, 2020 .

The information required by this item is incorporated herein by reference to the material under the captions “Proposal 1—Election of Directors,” “Corporate Governance” and “Executive Officers” in our definitive Proxy Statement for the Annual Meeting of Stockholders to be held in calendar year 2022, to be filed with the SEC not later than 120 days after September 30, 2021.

We have adopted a Code of Ethics for Principal Executive Officer and Senior Financial Officers.

The text of this code is located on our website under “Corporate Governance.” Our Internet address is www.hpinc.com.

The text of this code is located on our website under “http://ir.helmerichpayne.com/websites/helmerichandpayne/English/4500.html.” Our Internet address is www.helmerichpayne.com.

We intend to disclose any amendments to or waivers from this code on our website.

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EXECUTIVE COMPENSATION

The information required by this item regarding executive compensation, as well as director compensation and compensation committee interlocks and insider participation, is incorporated herein by reference to the material beginning with the caption “Executive Compensation Discussion and Analysis” and ending with the caption “Potential Payments Upon Change‑in‑Control”, as well as under the captions “Director Compensation in Fiscal Year 2020 ” and “Corporate Governance—Compensation Committee Interlocks and Insider Participation” in our definitive Proxy Statement for the Annual Meeting of Stockholders to be held March 2, 2021 , to be filed with the SEC not later than 120 days after September 30, 2020 .

The information required by this item regarding executive compensation, as well as director compensation and compensation committee interlocks and insider participation, is incorporated herein by reference to the material beginning with the caption “Compensation Committee Report” and ending with the caption “Pay Ratio Disclosure”, as well as under the captions “Director Compensation in Fiscal Year 2021” and “Corporate Governance—Compensation Committee Interlocks and Insider Participation” in our definitive Proxy Statement for the Annual Meeting of Stockholders to be held in calendar year 2022, to be filed with the SEC not later than 120 days after September 30, 2021.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this item is incorporated herein by reference to the material under the captions “Summary of All Existing Equity Compensation Plans,” “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Directors and Management” in our definitive Proxy Statement for the Annual Meeting of Stockholders to be held March 2, 2021 , to be filed with the SEC not later than 120 days after September 30, 2020 .

The information required by this item is incorporated herein by reference to the material under the captions “Summary of All Existing Equity Compensation Plans,” “Security Ownership of Certain Beneficial Owners” and “Security Ownership of Directors and Management” in our definitive Proxy Statement for the Annual Meeting of Stockholders to be held in calendar year 2022, to be filed with the SEC not later than 120 days after September 30, 2021.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated herein by reference to the material under the captions “Corporate Governance—Transactions With Related Persons, Promoters and Certain Control Persons” and “Corporate Governance—Director Independence” in our definitive Proxy Statement for the Annual Meeting of Stockholders to be held March 2, 2021 , to be filed with the SEC not later than 120 days after September 30, 2020 .

The information required by this item is incorporated herein by reference to the material under the captions “Corporate Governance—Transactions With Related Persons, Promoters and Certain Control Persons” and “Corporate Governance—Director Independence” in our definitive Proxy Statement for the Annual Meeting of Stockholders to be held in calendar year 2022, to be filed with the SEC not later than 120 days after September 30, 2021.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item is incorporated herein by reference to the material under the caption “Proposal 2—Ratification of Appointment of Independent Auditors—Audit Fees” in our definitive Proxy Statement for the Annual Meeting of Stockholders to be held March 2, 2021 , to be filed with the SEC not later than 120 days after September 30, 2020 .

The information required by this item is incorporated herein by reference to the material under the caption “Proposal 2—Ratification of Appointment of Independent Auditors—Audit Fees” in our definitive Proxy Statement for the Annual Meeting of Stockholders to be held in calendar year 2022, to be filed with the SEC not later than 120 days after September 30, 2021.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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Consolidated Statements of Operations for the Years Ended September 30, 2021 , 2020 and 2019

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended September 30, 2020, 2019 and 2018

Consolidated Statements of Comprehensive Loss for the Years Ended September 30, 2021 , 2020 and 2019

Consolidated Statements of Shareholders’ Equity for the Years Ended September 30, 2021 , 2020 and 2019

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Exhibits incorporated by reference are duly noted as such.

Agreement and Plan of Merger dated May 22, 2017, by and among Helmerich & Payne, Inc., MOTIVE Drilling Technologies, Inc., Spring Merger Sub, Inc., and Shareholder Representative Services LLC (incorporated herein by reference to Exhibit 2.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, SEC File No.

Amended and Restated Certificate of Incorporation of Helmerich & Payne, Inc.

(incorporated herein by reference to Exhibit 3.1 of the Company’s Form 8‑K filed on March 14, 2012, SEC File No.

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3.2 Amended and Restated By‑laws of Helmerich & Payne, Inc.

(incorporated herein by reference to Exhibit 3.1 of the Company’s Form 8‑K filed on December 5, 2017, SEC File No.

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 4.1 of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2019, SEC File No.

(incorporated herein by reference to Exhibit 3.1 of the Company’s Form 8‑K filed on June 2, 2021 , SEC File No.

4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 .

4.2 Indenture, dated March 19, 2015, among Helmerich & Payne International Drilling Co., Helmerich & Payne, Inc.

and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 of the Company’s Form 8‑K filed on March 19, 2015, SEC File No.

First Supplemental Indenture, dated March 19, 2015, to the Indenture, dated March 19, 2015, among Helmerich & Payne International Drilling Co., Helmerich & Payne, Inc.

and Wells Fargo Bank, National Association, as trustee (including the form of 4.65% Senior Note due 2025) (incorporated herein by reference to Exhibit 4.2 of the Company’s Form 8‑K filed on March 19, 2015, SEC File No.

Second Supplemental Indenture, dated December 20, 2018, to the Indenture, dated March 19, 2015, among Helmerich & Payne International Drilling Co., Helmerich & Payne, Inc.

and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.6 of the Company’s Form 8‑K filed on December 20, 2018, SEC File No.

4.3 Indenture, dated December 20, 2018, among Helmerich & Payne, Inc., Helmerich & Payne International Drilling Co.

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and Wells Fargo Bank, National Association, as trustee (including the forms of 4.65% Senior Note due 2025) (incorporated herein by reference to Exhibit 4.2 of the Company’s Form 8‑K filed on December 20, 2018, SEC File No.

Registration Rights Agreement, dated December 20, 2018, among Helmerich & Payne, Inc., Helmerich & Payne International Drilling Co., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co.

LLC and Morgan Stanley & Co.

LLC (incorporated herein by reference to Exhibit 4.3 of the Company’s Form 8-K filed on December 20, 2018, SEC File No.

4.5 Second Supplemental Indenture, dated September 29, 2021, to the Indenture, dated December 20, 2018, between Helmerich & Payne, Inc.

and Wells Fargo Bank, National Association, as trustee (including the form of 2.900% Senior Note due 2031) (incorporated herein by reference to Exhibit 4.2 of the Company’s Form 8 ‑ K filed on September 29, 2021, SEC File No.

001 ‑ 04221).

4.6 Registration Rights Agreement, dated September 29, 2021, among Helmerich & Payne, Inc.

and the initial purchasers named therein (incorporated herein by reference to Exhibit 4.3 of the Company’s Form 8-K filed on September 29, 2021, SEC File No.

10.1 Credit Agreement, dated November 13, 2018, among Helmerich & Payne, Inc., the lenders from time to time party thereto and Wells Fargo Bank, National Association (incorporated herein by reference to Exhibit 10.2 of the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2018, SEC File No.

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2010 Long-Term Incentive Plan (incorporated herein by reference to Appendix “A” of the Company’s Proxy Statement on Schedule 14A filed on January 26, 2011, SEC File No.

2012-1 Amendment to Helmerich & Payne, Inc.

2005 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, SEC File No.

*10.5 Form of Agreements for the Helmerich & Payne, Inc.

2010 Long-Term Incentive Plan applicable to certain executives:

(i) Nonqualified Stock Option Agreement, (ii) Incentive Stock Option Agreement, and (iii) Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.2 of the Company’s Form 8-K filed on December 7, 2009, SEC File No.

Form of Agreements for the Helmerich & Payne, Inc.

2005 Long-Term Incentive Plan applicable to participants other than certain executives:

(i) Nonqualified Stock Option Agreement, (ii) Inventive Stock Option Agreement, and (iii) Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.3 of the Company’s Form 8-K filed on December 7, 2009, SEC File No.

Form of Amendment to Nonqualified Stock Option Award Agreements and Amendment to Restricted Stock Award Agreements for the Helmerich & Payne, Inc.

2005 Long-Term Incentive Plan applicable to certain executive officers (incorporated herein by reference to Exhibit 10.4 of the Company’s Form 8-K filed on December 7, 2009, SEC File No.

Form of Amendment to Nonqualified Stock Option Award Agreements and Amendment to Restricted Stock Award Agreements for the Helmerich & Payne, Inc.

2005 Long-Term Incentive Plan applicable to participants other than certain executive officers (incorporated herein by reference to Exhibit 10.5 of the Company’s Form 8-K filed on December 7, 2009, SEC File No.

Helmerich & Payne, Inc.

2010 Long-Term Incentive Plan (incorporated herein by reference to Appendix “A” of the Company’s Proxy Statement on Schedule 14A filed on January 26, 2011, SEC File No.

Form of Agreements for the Helmerich & Payne, Inc.

2010 Long-Term Incentive Plan applicable to certain executives:

(i) Nonqualified Stock Option Agreement and (ii) Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.1 of the Company’s Form 8-K filed on March 14, 2012, SEC File No.

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2010 Long-Term Incentive Plan applicable to certain executives (incorporated herein by reference to Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q for the quarter ended December 31, 2013, SEC File No.

Form of Restricted Stock Award Agreement for the Helmerich & Payne, Inc.

2010 Long-Term Incentive Plan applicable to participants other than certain executives (incorporated herein by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2013, SEC File No.

Form of Agreements for the Helmerich & Payne, Inc.

2010 Long-Term Incentive Plan applicable to Directors:

(i) Nonqualified Stock Option Agreement and (ii) Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on March 14, 2012, SEC File No.

*10.8 Helmerich & Payne, Inc.

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(i) Nonqualified Stock Option Agreement and (ii) Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.27 of the Company’s Annual Report on Form 10-K for fiscal year ended September 30, 2016, SEC File No.

2021 FORM 10-K | 103

*10.11 Form of Agreements for the Helmerich & Payne, Inc.

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*10.19 Form of Annual Three-Year Performance-Vested Restricted Share Unit Award Agreement for the Helmerich & Payne, Inc.

2020 Omnibus Incentive Plan.

2020 Omnibus Incentive Plan ( incorporated herein by reference to Exhibit 10.27 of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 202 0, SEC File No.

*10.20 Form of Standard Three-Year Performance-Vested Restricted Share Unit Award Agreement for the Helmerich & Payne, Inc.

2020 Omnibus Incentive Plan.

2020 Omnibus Incentive Plan (incorporated herein by reference to Exhibit 10.2 8 of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2020, SEC File No.

*10.21 Form of Restricted Stock Award Agreement for the Helmerich & Payne, Inc.

2020 Omnibus Incentive Plan applicable to employees.

Agreement and Release, dated July 17, 2020, between Rob Stauder and Helmerich & Payne International Drilling Co.

2020 Omnibus Incentive Plan applicable to employees (incorporated herein by reference to Exhibit 10.29 of the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2020, SEC File No.

21 List of Subsidiaries of the Company.

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FORM 10-K SUMMARY

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized:

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November 18, 2021

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the dates indicated:

Director, President and Chief Executive

November 20, 2020

Officer (Principal Executive Officer)

Senior Vice President and Chief Financial Officer

November 20, 2020

(Principal Financial Officer)

Vice President and Chief Accounting Officer

November 20, 2020

(Principal Accounting Officer)

/s/ Hans Helmerich

Director and Chairman of the Board

November 20, 2020

Signature Title Date

Lindsay Director, President and Chief Executive Officer November 18, 2021

Lindsay (Principal Executive Officer)

Smith Senior Vice President and Chief Financial Officer November 18, 2021

Smith (Principal Financial Officer)

Momper Vice President and Chief Accounting Officer November 18, 2021

Momper (Principal Accounting Officer)

/s/ Hans Helmerich Director and Chairman of the Board November 18, 2021

Hans Helmerich

/s/ Delaney Bellinger

November 20, 2020

/s/ Delaney Bellinger Director November 18, 2021

Delaney Bellinger

November 20, 2020

/s/ Belgacem Chariag Director November 18, 2021

Belgacem Chariag

Cramton Director November 18, 2021

Foutch Director November 18, 2021

Mas Director November 18, 2021

/s/ Thomas A.

November 20, 2020

Petrie Director November 18, 2021

/s/ Donald F.

Robillard, Jr.

November 20, 2020

Director November 18, 2021

Robillard, Jr.

/s/ Edward B.

November 20, 2020

Director November 18, 2021

VanDeWeghe Director November 18, 2021

Zeglis Director November 18, 2021

2021 FORM 10-K | 107

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures