What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-11-13 compared with 2023-11-08 · 405 added, 339 removed, 1247 unchanged (37% of the section changed)

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Consolidated Statements of Operations for the Years Ended September 30, 2024 , 2023 and 2022

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended September 30, 2023 , 2022 and 2021

Consolidated Statements of Comprehensive Income for the Years Ended September 30, 2024 , 2023 and 2022

Consolidated Statements of Shareholders’ Equity for the Years Ended September 30, 2024 , 2023 and 2022

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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, 2024.

Ernst & Young LLP , an independent registered public accounting firm, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting as of September 30, 2023, as stated in their report which appears herein.

Ernst & Young LLP , the independent registered public accounting firm that also audited the Company's consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting as of September 30, 2024, as stated in their report which appears herein.

Helmerich & Payne, Inc.

Lindsay /s/ Mark W.

Director, President and Chief Executive Officer Mark W.

Lindsay /s/ J.

Director, President and Chief Executive Officer J.

Senior Vice President and Chief Financial Officer

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(the Company) maintained, in all material respects, effective internal control over financial reporting as of September 30, 2024, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 30, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), shareholders’ equity and cash flows for each of the three years in the period ended September 30, 2023, and the related notes and our report dated November 8, 2023 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 30, 2024 and 2023, the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended September 30, 2024, and the related notes and our report dated November 13, 2024 expressed an unqualified opinion thereon.

We have audited Helmerich & Payne, Inc.’s internal control over financial reporting as of September 30, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Helmerich & Payne, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of September 30, 2024, based on the COSO criteria..

Basis for Opinion

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We have audited the accompanying consolidated balance sheets of Helmerich & Payne, Inc.

(the Company) as of September 30, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), shareholders' equity and cash flows for each of the three years in the period ended September 30, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).

(the Company) as of September 30, 2024 and 2023, the related consolidated statements of operations, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended September 30, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2024, in conformity with U.S.

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Description of the Matter

The Company's self-insurance liability for workers’ compensation and other casualty claims was $77.3 million at September 30, 2023.

As described in Note 2 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.

The Company's liability for self-insured risks for workers’ compensation and other casualty claims was $76.3 million at September 30, 2024.

As described in Note 2 to the consolidated financial statements, this liability is based on a third-party actuarial analysis and includes an estimate for incurred but not reported claims.

The actuarial analysis considers a variety of factors, including third-party adjusters’ estimates, historical experience, and statistical methods commonly used within the insurance industry.

Auditing the Company's liability 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 measurement uncertainty associated with the estimate, management’s application of significant judgment, and the use of various actuarial methods.

2024 FORM 10-K | 65

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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.

To test the liability for self-insured risks for workers’ 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.

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Total current assets 1,192,069 1,006,625

Investments 264,947 218,981

Investments, net

100,567 264,947

Property, plant and equipment, net 3,016,277 2,921,695

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Operating lease right-of-use assets 67,076 50,400

Restricted cash 1,242,417 —

Other assets, net 63,692 32,061

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Restructuring charges — — 838

Acquisition transaction costs

Gain on reimbursement of drilling equipment ( 33,309 ) ( 48,173 ) ( 29,443 )

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2,304,708 2,310,532 2,013,652

OPERATING INCOME (LOSS) 561,889 45,292 ( 428,549 )

OPERATING INCOME

451,899 561,889 45,292

Other income (expense)

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29,121 31,490 ( 13,973 )

Income (loss) before income taxes 593,379 31,319 ( 429,871 )

Income tax expense (benefit) 159,279 24,366 ( 103,721 )

NET INCOME (LOSS) $ 434,100 $ 6,953 $ ( 326,150 )

Basic earnings (loss) per common share $ 4.18 $ 0.05 $ ( 3.04 )

Diluted earnings (loss) per common share $ 4.16 $ 0.05 $ ( 3.04 )

Income before income taxes

481,020 593,379 31,319

Income tax expense

136,855 159,279 24,366

$ 344,165 $ 434,100 $ 6,953

Basic earnings per common share

$ 3.43 $ 4.18 $ 0.05

Diluted earnings per common share

$ 3.43 $ 4.16 $ 0.05

Weighted average shares outstanding:

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HELMERICH & PAYNE, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Year ended September 30,

(in thousands) 2024 2023 2022

Net income (loss) $ 434,100 $ 6,953 $ ( 326,150 )

$ 344,165 $ 434,100 $ 6,953

Other comprehensive income, net of income taxes:

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2,143 4,091 8,172

Unrealized loss on available-for-sale debt security, net of income taxes of $ 0.2 million at September 30, 2024

Other comprehensive income 1,631 4,091 8,172

Comprehensive income (loss) $ 438,191 $ 15,125 $ ( 320,206 )

Comprehensive income

$ 345,796 $ 438,191 $ 15,125

The accompanying notes are an integral part of these consolidated financial statements.

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112,222 $ 11,222 $ 529,903 $ 2,573,375 $ ( 20,244 ) 4,324 $ ( 181,638 ) $ 2,912,618

Comprehensive income (loss):

Net loss — — — ( 326,150 ) — — — ( 326,150 )

Comprehensive income:

Net income — — — 6,953 — — — 6,953

Other comprehensive income — — — — 8,172 — — 8,172

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Stock-based compensation — — 28,032 — — — — 28,032

Cumulative effect adjustment for adoption of ASU No.

2016-13 — — — ( 1,251 ) — — — ( 1,251 )

Share repurchases — — — — — 3,155 ( 76,999 ) ( 76,999 )

Other — — ( 1,049 ) — — — — ( 1,049 )

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Other comprehensive income — — — — 4,091 — — 4,091

Dividends declared ($ 1.00 per share)

Dividends declared ($ 1.00 base per share, $ 0.94 supplemental per share)

— — — ( 199,957 ) — — — ( 199,957 )

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CASH FLOWS FROM OPERATING ACTIVITIES:

Net income (loss) 434,100 6,953 ( 326,150 )

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

$ 344,165 $ 434,100 $ 6,953

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization 397,344 382,314 403,170

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Accrued liabilities 16,798 ( 10,139 ) 45,069

Deferred income tax liability ( 692 ) 447 1,101

Other noncurrent liabilities ( 4,051 ) 4,898 ( 22,054 )

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Insurance proceeds from involuntary conversion 5,533 9,221 —

Advance payment for sale of property, plant and equipment — — 86,524

Other ( 10,000 ) — ( 7,500 )

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Changes in accounts payable and accrued liabilities related to purchases of property, plant and equipment ( 20,454 ) ( 2,554 ) ( 2,425 )

Changes in accounts receivable, property, plant and equipment and other noncurrent assets related to the sale of equipment — — 9,290

Cumulative effect adjustment for adoption of ASU No.

2016-13 — — ( 1,251 )

The accompanying notes are an integral part of these consolidated financial statements.

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NOTE 1 NATURE OF OPERATIONS

Helmerich & Payne, Inc.

(“H&P,” which, together with its subsidiaries, is identified as the “Company,” “we,” “us,” or “our,” except where stated or the context requires otherwise) through its operating subsidiaries provides performance-driven drilling solutions and technologies that are intended to make hydrocarbon recovery safer and more economical for oil and gas exploration and production companies.

H&P through its operating subsidiaries provides performance-driven drilling solutions and technologies that are intended to make hydrocarbon recovery safer and more economical for oil and gas exploration and production companies.

Our drilling services operations are organized into the following reportable operating business segments:

North America Solutions, Offshore Gulf of Mexico and International Solutions.

Our real estate operations, our incubator program for new research and development projects and our wholly-owned captive insurance companies are included in "Other." Refer to Note 16—Business Segments and Geographic Information for further details on our reportable segments.

North America Solutions, International Solutions and Offshore Gulf of Mexico.

Our real estate operations and our wholly-owned captive insurance companies are included in "Other." Refer to Note 17—Business Segments and Geographic Information for further details on our reportable segments.

Our North America Solutions operations are primarily located in Texas, but also traditionally operate in other states, depending on demand.

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Colorado, Louisiana, New Mexico, North Dakota, Ohio, Oklahoma, Pennsylvania, Utah, West Virginia, and Wyoming.

Additionally, Offshore Gulf of Mexico operations are conducted in Louisiana and in U.S.

federal waters in the Gulf of Mexico and our International Solutions operations have rigs and/or services primarily located in five international locations:

Argentina, Bahrain, Colombia, the United Arab Emirates, and Australia.

Our operations in Australia commenced in the fourth fiscal quarter of 2023.

Our International Solutions operations have rigs and/or services primarily located in five international locations:

Argentina, Australia, Bahrain, Colombia and the U.A.E.

Additionally, we commenced operations in Saudi Arabia in the first quarter of fiscal 2025.

Our Offshore Gulf of Mexico operations are conducted in Louisiana and in U.S.

federal waters in the Gulf of Mexico.

We also own and operate a limited number of commercial real estate properties located in Tulsa, Oklahoma.

Our real estate investments include a shopping center and undeveloped real estate.

Pending KCA Deutag Acquisition

On July 25, 2024, H&P and certain of its wholly owned subsidiaries entered into the Purchase Agreement to acquire KCA Deutag for total cash consideration of approximately $ 2.0 billion, which consists of the $ 0.9 billion unadjusted share purchase price and $ 1.1 billion to contemporaneously repay or redeem certain of KCA Deutag's existing debt upon consummation of the Acquisition.

Total consideration is subject to adjustment as set forth in the Purchase Agreement.

The transaction is expected to close prior to calendar 2024 year end, subject to customary closing conditions and regulatory approvals.

KCA Deutag is a diverse global drilling company.

The company has a significant land drilling presence in the Middle East, which represents approximately two-thirds of the company’s calendar year 2023 Operating EBITDA, with additional operations in South America, Europe and Africa.

In addition to its land operations, KCA Deutag has asset-light offshore management contract operations in the North Sea, Angola, Azerbaijan and Canada, with super major customers and long-term earnings visibility through a robust backlog.

KCA Deutag’s Kenera segment comprises manufacturing and engineering businesses, including Bentec, with three facilities serving the energy industry, representing a longer-term growth opportunity.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, RELATED RISKS AND UNCERTAINTIES

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The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

Prior to the fiscal year ended September 30, 2023, Income from discontinued operations was presented as a separate line item on our Consolidated Statements of Operations.

To conform with the current fiscal year presentation, we reclassified amounts previously presented in Income from discontinued operations, which were not material, to Other within Other income (expense) on our Consolidated Statements of Operations for the years ended September 30, 2022 and September 30, 2021.

Principles of Consolidation

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Aggregate foreign currency losses of $ 5.5 million, $ 6.4 million and $ 5.9 million in fiscal years 2024, 2023 and 2022, respectively, are included in Drilling services operating expenses.

2024 FORM 10-K | 73

Use of Estimates

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Actual results could differ from those estimates.

2023 FORM 10-K | 65

Cash, Cash Equivalents, and Restricted Cash

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Our cash, cash equivalents and short-term investments are subject to potential credit risk, and certain of our cash accounts carry balances greater than the federally insured limits.

We had restricted cash of $ 59.1 million and $ 36.9 million at September 30, 2023 and 2022, respectively.

Of the total at September 30, 2023 and 2022, $ 0.7 million and $ 1.1 million, respectively, is related to the acquisition of drilling technology companies, and $ 58.4 million and $ 35.8 million, respectively, represents an amount management has elected to restrict for the purpose of potential insurance claims in our wholly-owned captive insurance companies.

The restricted amounts are primarily invested in short-term money market securities.

We had restricted cash of $ 1.3 billion and $ 59.1 million at September 30, 2024 and 2023, respectively.

Of the total at September 30, 2024, $ 1.2 billion represents net proceeds from senior notes issued in fiscal year 2024 to finance the purchase price for the Acquisition and to repay certain of KCA Deutag's outstanding indebtedness, and $ 68.9 million represents an amount management has elected to restrict for the purpose of potential insurance claims in our wholly-owned captive insurance companies.

Of the total at September 30, 2023, $ 58.4 million, represents an amount management has elected to restrict for the purpose of potential insurance claims in our wholly-owned captive insurance companies.

The restricted amounts are primarily invested in short-term money market

As of September 30, 2024, $ 1.2 billion of restricted cash was classified as long-term.

As noted above, this balance primarily represents net proceeds from senior notes issued in fiscal year 2024 to finance the purchase price for the Acquisition and to repay certain of KCA Deutag's outstanding indebtedness.

We have applied the guidance in ASC 210-10, concluding that cash restricted for expenditure in the acquisition of noncurrent assets or the liquidation of long-term debts are to be classified as long-term.

Cash, cash equivalents, and restricted cash are reflected on the Consolidated Balance Sheets as follows:

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Restricted cash - long-term:

Restricted cash 1,242,417 — —

Other assets, net — — 632

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Outstanding customer receivables are reviewed regularly for possible nonpayment indicators.

We estimate expected credit losses over the life of our financial assets, which primarily consist of our accounts receivable.

We estimate expected credit losses over the life of our financial assets, which primarily consist of our accounts receivable, through a review of several factors, including historical collection experience, current aging status of the customer accounts, and current financial strength and liquidity of our customers.

We evaluate our customers’ financial strength and liquidity based on aging of accounts receivable, payment history, and other relevant information, including ratings agency, credit ratings and alerts, and publicly available reports.

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Inventories are primarily replacement parts and supplies held for consumption in our drilling operations.

Inventories are valued at the lower of cost or net realizable value.

Cost is determined on a weighted average basis and includes the cost of materials, shipping, duties and labor.

Net realizable value is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation.

The reserves for excess and obsolete inventory were $ 22.4 million and $ 28.0 million for fiscal years 2023 and 2022, respectively.

Inventories are valued at weighted average cost and include the cost of materials, shipping, duties and labor, less an allowance for excess and obsolete items.

We estimate the allowance for excess and obsolete items based on historical experience and expectations for future use of the materials and supplies.

The allowance for excess and obsolete inventory was $ 19.5 million and $ 22.4 million for fiscal years 2024 and 2023, respectively.

2024 FORM 10-K | 74

We maintain strategic investments in equity and debt securities of certain publicly traded and private companies together with short-term investments to manage liquidity in U.S.

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Debt securities classified as available-for-sale are reported at fair value and subject to impairment testing.

Other than impairment losses, unrealized gains/losses are recognized, net of the related tax effect, in other comprehensive income.

Impairment losses on available-for-sale debt securities due to credit related factors are recognized through net income and recorded within Gain on investment securities on our Consolidated Statements of Operations.

During the year ended September 30, 2024, we recorded an allowance for credit loss of $ 10.2 million, as a result of the change in fair value of our investment in Galileo due to credit related factors.

Refer to Note 13—Fair Value Measurement of Financial Instruments for additional information related to Galileo investment.

Other than credit related impairment losses, unrealized gains/losses on available-for-sale debt securities are recognized, net of the related tax effect, in other comprehensive income.

Upon sale, realized gains/losses are reported in net income.

Related Party Transactions

In October 2022, we made a $ 14.1 million equity investment, representing 106.0 million common shares in Tamboran Resources Limited, a publicly traded company on the Australian Securities Exchange Ltd under the ticker "TBN." Tamboran is focused on playing a constructive role in the global energy transition towards a lower carbon future, by developing a significantly low CO 2 gas resource within Australia's Beetaloo Sub-basin.

In October 2022, we made a $ 14.1 million equity investment, representing 106.0 million common shares in Tamboran Resources Limited ("Tamboran Resources").

In December 2023, all shares of Tamboran Resources were transferred to Tamboran Corp.

in exchange for depository interests in Tamboran Corp.

Depository interests, referred to as CHESS Depository Interests, each representing beneficial interests of 1/200th of a share of Tamboran Corp.

common stock, are listed on the Australian Stock Exchange under the ticker symbol "TBN." Tamboran Corp.

is focused on developing a natural gas resource in Australia's Beetaloo Sub-basin.

On June 4, 2024, the Company entered into a convertible note agreement with Tamboran Corp.

This note was utilized to relieve Tamboran's outstanding accounts receivable balance owed to the Company, and therefore no cash was exchanged as part of the transaction.

The convertible note agreement provided that the notes converted into shares of common stock of Tamboran Corp.

under certain circumstances in connection with an initial public offering in which its stock was listed on the NYSE or NASDAQ Stock Exchange.

On June 26, 2024, Tamboran Corp.

completed an initial public offering of its common stock on the NYSE and its common stock is listed on the NYSE, under the ticker "TBN".

As a result of this offering, the convertible note of $ 9.4 million was converted into 0.5 million common shares in Tamboran Corp.

Additionally and separately, one of our executive officers serves as a director of Tamboran Corp.

Refer to Note 13—Fair Value Measurement of Financial Instruments for additional information related to our investment.

2023 FORM 10-K | 66

Concurrent with the investment agreement, we entered into a fixed-term drilling services agreement with the same investee.

During the fourth fiscal quarter of 2023, drilling services commenced.

As of September 30, 2023, we recorded $ 2.8 million in receivables, $ 8.0 million in other assets, and $ 6.6 million as a contract liability on our Consolidated Balance Sheets and $ 3.4 million in revenue on our Consolidated Statement of Operations during the fiscal year ended September 30, 2023 related to the drilling services agreement with Tamboran.

Concurrent with the October 2022 investment agreement, we entered into a fixed-term drilling services agreement with Tamboran Resources.

As of September 30, 2024, we recorded $ 5.0 million in receivables and $ 3.9 million as a contract liability on our Consolidated Balance Sheets.

As of September 30, 2023, we recorded $ 2.8 million in receivables, $ 8.0 million in other assets, and $ 6.6 million as a contract liability on our Consolidated Balance Sheets.

We recorded $ 14.1 million and $ 3.4 million in revenue on our Consolidated Statement of Operations during the fiscal years ending September 30, 2024 and 2023, respectively, related to the drilling services agreement with Tamboran Resources, which commenced drilling services during the fourth fiscal quarter of 2023.

We expect to earn $ 30.0 million in revenue over the term of the contract, and, as such, this amount is included within our contract backlog as of September 30, 2024.

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The estimated fair value is determined based upon either an income approach using estimated discounted future cash flows, a market approach considering factors such as recent market sales of rigs of other companies and our own sales of rigs, appraisals and other factors, a cost approach utilizing reproduction costs new as adjusted for the asset age and condition, and/or a combination of multiple approaches.

2024 FORM 10-K | 75

Cash flows are estimated by management considering factors such as prospective market demand, margins, recent changes in rig technology and its effect on each rig’s marketability, any investment required to make a rig operational, suitability of rig size and make up to existing platforms, and competitive dynamics including industry utilization.

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Goodwill is not amortized, but is tested for potential impairment at the reporting unit level at a minimum on an annual basis in the fourth fiscal quarter of each fiscal year or when it is more likely than not that the carrying value may exceed fair value.

If an impairment is determined to exist, an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value is recognized, limited to the total amount of goodwill allocated to that reporting unit.

If an impairment is determined to exist, an impairment charge for the amount by which the reporting unit's carrying amount exceeds its fair value is recognized, limited to the total amount of goodwill allocated to that reporting unit.

The reporting unit level is defined as an operating segment or one level below an operating segment.

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Deferred income taxes are computed using the liability method and are provided on all temporary differences between the financial basis and the tax basis of our assets and liabilities.

2023 FORM 10-K | 67

We take tax positions in our tax returns from time to time that may not ultimately be allowed by the relevant taxing authority.

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Our key assumptions in the method include the price and the expected volatility of our stock and our self-determined peer group of companies’ (the "Peer Group") stock, risk free rate of return, dividend yields and cross-correlations between the Company and our Peer Group.

2024 FORM 10-K | 76

Stock-based compensation is recognized on a straight-line basis over the requisite service periods of the stock awards, which is generally the vesting period.

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Gains and losses on the subsequent reissuance of shares are credited or charged to additional paid-in capital using the average-cost method.

Treasury stock may be issued under the Helmerich & Payne, Inc.

Amended and Restated 2020 Omnibus Incentive Plan.

Treasury stock may be issued for awards under our omnibus incentive plans.

Comprehensive Income or Loss

Other comprehensive income or loss refers to revenues, expenses, gains, and losses that are included in comprehensive income or loss but excluded from net income or loss.

We report the components of other comprehensive income or loss, net of tax, by their nature and disclose the tax effect allocated to each component in the Consolidated Statements of Comprehensive Income (Loss).

We lease various offices, warehouses, equipment and vehicles.

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The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis for finance type leases.

2023 FORM 10-K | 68

Assets and liabilities arising from a lease are initially measured on a present value basis.

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Refer to Note 4—Leases for additional information regarding our leases.

2024 FORM 10-K | 77

Recently Issued Accounting Updates

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ASUs not listed below were assessed and determined to be either not applicable, clarifications of ASUs listed below, immaterial, or already adopted by the Company.

2023 FORM 10-K | 69

The following table provides a brief description of recently adopted accounting pronouncements and our analysis of the effects on our financial statements:

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Statements or Other Significant Matters

Recently Adopted Accounting Pronouncements

2020-06, Debt with conversion and other options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s own equity (subtopic 815-40):

Accounting for Convertible Instruments and Contracts In An Entity’s Own Equity This ASU reduces the complexity of accounting for convertible debt and other equity-linked instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock.

Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP.

Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital.

This update is effective for annual and interim periods beginning after December 15, 2021.

October 1, 2022 We adopted this ASU, as required, during the first quarter of fiscal year 2023.

The adoption did not have a material effect on our Consolidated Financial Statements and disclosures.

2022-03, Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions The amendments in this update clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value (i.e., the entity would not apply a discount related to the contractual sale restriction).

Furthermore, an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction.

The following disclosures for equity securities subject to contractual sale restrictions will be required:

(1) the fair value of the equity securities subject to contractual sale restrictions reflected in the balance sheet, (2) the nature and remaining duration of the restriction(s), and (3) the circumstances that could cause a lapse in the restriction(s).

This update is effective for annual and interim periods beginning after December 15, 2023.

October 1, 2022 We early adopted this ASU during the first quarter of fiscal year 2023.

The adoption did not have a material effect on our Consolidated Financial Statements and disclosures.

Allowance for Credit Losses

We establish an allowance for credit losses of our financial assets, which consists primarily of our accounts receivable, through a review of several factors, including historical collection experience, current aging status of the customer accounts, and current financial strength and liquidity of our customers.

We review relevant information from the ratings agency, credit ratings and alerts, and publicly available reports.

Losses are charged against the allowance when the customer accounts are determined to be uncollectible.

Standards that are not yet adopted as of September 30, 2024

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures

This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The amendments in this update enhance annual and interim disclosure requirements, determine significant segment expense, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements.

This update is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

Early adoption of the amendments is permitted.

Upon adoption, the amendments shall be applied retrospectively to all prior periods presented in the financial statements.

October 1, 2024 We plan to adopt this ASU, as required, during fiscal year 2025, with the first disclosure enhancements reflected in our 2025 fiscal year Form 10-K.

We are currently evaluating the impact this ASU will have on our disclosures.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures This ASU enhances income tax disclosure requirements.

Under the ASU, public business entities must annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate).

Specific categories that must be included in the reconciliation for each annual reporting period are specified in the amendment.

This update is effective for annual periods beginning after December 15, 2024.

Early adoption of the amendments is permitted.

Upon adoption, the amendments shall be applied on a prospective basis.

Retrospective application is permitted.

October 1, 2025 We plan to adopt this ASU, as required, during fiscal year 2026, with the first disclosure enhancements reflected in our 2026 fiscal year Form 10-K.

We are currently evaluating the impact this ASU will have on our disclosures.

Concentration of Credit Risk

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However, we believe that the credit risk posed by this industry concentration is offset by the creditworthiness of our customer base.

Revenue from drilling services performed for our largest drilling customer totaled approximately 11.0 percent ($ 302.6 million) of our total consolidated revenues during fiscal year 2024.

In fiscal years 2023 and 2022, no individual customers constituted 10 percent or more of our total consolidated revenues.

We place temporary cash investments in the United States with established financial institutions and primarily invest in a diversified portfolio of highly rated, short-term instruments.

We place cash in excess of our immediate needs in the United States with established financial institutions and primarily invest in a diversified portfolio of highly rated, short-term instruments.

Our trade receivables, primarily with established companies in the oil and gas industry, may impact credit risk as customers may be similarly affected by prolonged changes in economic and industry conditions.

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Insurance is purchased over deductibles to reduce our exposure to catastrophic events.

Estimates are recorded for incurred outstanding liabilities for workers’ compensation, general, and automobile liability claims that are incurred but not reported.

Estimates are recorded for incurred outstanding liabilities for workers’ compensation, general, and automobile liability, including claims that are incurred but not reported.

Estimates are based on adjusters’ estimates, historical experience and statistical methods commonly used within the insurance industry that we believe are reliable.

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International Solutions Drilling Risks

International Solutions drilling operations may significantly contribute to our revenues and net operating income (loss).

International Solutions drilling operations may significantly contribute to our revenues and net operating income.

There can be no assurance that we will be able to successfully conduct such operations, and a failure to do so may have an adverse effect on our financial position, results of operations, and cash flows.

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Argentina’s economy is considered highly inflationary, which is defined as cumulative inflation rates exceeding 100 percent in the most recent three-year period based on inflation data published by the respective governments.

Nonetheless, all of our foreign subsidiaries use the U.S.

All of our foreign subsidiaries use the U.S.

dollar as the functional currency and local currency monetary assets and liabilities are remeasured into U.S.

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dollar exchange rate.

During the fiscal year ended 2023, we entered into a Blue Chip Swap transaction, which resulted in a $ 12.2 million loss on investment recorded in Gain on investment securities within our Consolidated Statements of Operations.

As a result of the Blue Chip Swap transaction, $ 9.8 million of net cash was repatriated to the U.S.

during the period.

During the fiscal year ended 2024 and 2023, we entered into a Blue Chip Swap transaction, which resulted in a $ 7.1 million and $ 12.2 million loss on investment recorded in Gain on investment securities within our Consolidated Statements of Operations, respectively.

As a result of the Blue Chip Swap transactions, $ 13.8 million and $ 9.8 million of net cash was repatriated to the U.S.

during 2024 and 2023, respectively.

Because of the impact of local laws, our future operations in certain areas may be conducted through entities in which local citizens own interests and through entities (including joint ventures) in which we hold only a minority interest or pursuant to arrangements under which we conduct operations under contract to local entities.

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During the fiscal year ended September 30, 2024, approximately 76.7 percent of operating revenues from international locations were from operations in South America compared to 85.3 percent during the fiscal year ended September 30, 2023.

Substantially all of the South American operating revenues were from Argentina and Colombia.

Substantially all of the South American operating revenues were from Argentina.

The future occurrence of one or more international events arising from the types of risks described above could have a material adverse impact on our business, financial condition and results of operations.

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Depreciation in the Consolidated Statements of Operations of $ 390.9 million, $ 375.7 million and $ 396.0 million includes abandonments of $ 6.5 million, $ 3.3 million and $ 6.6 million for the fiscal years 2024, 2023 and 2022, respectively.

Depreciation expense for the fiscal year 2024 included $ 12.7 million of accelerated depreciation for components on rigs that were scheduled for conversion in fiscal year 2024 compared to $ 2.4 million for fiscal year 2023.

These expenses are recorded within Depreciation and amortization on our Consolidated Statements of Operations.

I n November 2022, a fire at a wellsite caused substantial damage to one of our super-spec rigs within our North America Solutions segment.

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At the time of the loss, the rig was fully insured under replacement cost insurance.

The insurance recovery is expected to exceed the net book value of the components written off.

The loss of $ 9.2 million and an offsetting insurance recovery for the same amount are recorded within Depreciation and amortization in our Consolidated Statement of Operations for the fiscal year ended September 30, 2023.

The loss of $ 9.2 million was recorded as abandonment expense within Depreciation and amortization in our Consolidated Statement of Operations for the fiscal year ended September 30, 2023 and was offset by an insurance recovery that was also recognized within Depreciation and amortization for the same amount as the loss.

During the fiscal year ended September 30, 2023, we collected $ 9.2 million of the total expected insurance proceeds.

Future proceeds in excess of the recognized loss will be recognized once all contingencies related to the insurance claim have been resolved.

Assets Held-for-Sale

The following table is a summary of the changes in the balance (in thousands) of our assets held-for-sale at the dates indicated below:

Balance at September 30, 2021

Asset additions 2,580

Sale of assets held-for-sale ( 67,592 )

Reclassification to assets held and used ( 2,108 )

Balance at September 30, 2022

Asset additions 1,177

Sale of assets held-for-sale ( 2,132 )

Impairment Expense ( 2,733 )

Balance at September 30, 2023

During the fiscal year ended September 30, 2024, we collected proceeds of $ 5.5 million and recognized a gain on involuntary conversion of the rig of $ 5.5 million.

The total insurance proceeds received during the period exceeds the recognized loss and therefore was recognized as a gain within operating income during the year ended September 30, 2024.

Impairment Charges

Fiscal Year 2024 Activity

In March 2021, the Company's leadership decided to continue the strategy, that began in 2019, which was to focus on operating various types of highly capable upgraded rigs and phasing out the older, less capable fleet.

As a result, 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.

The book values of those assets were written down to $ 13.5 million, which represented their fair value less estimated cost to sell as of the assessment date, and were reclassified as held-for-sale in the second and third quarters of fiscal year 2021.

As a result, we recognized a non-cash impairment charge of $ 56.4 million during the fiscal year ended September 30, 2021 in the Consolidated Statement of Operations.

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 Company P.J.S.C.

("ADNOC Drilling") for $ 86.5 million.

Two of the eight rigs were already located in the U.A.E where ADNOC Drilling is domiciled with the remaining six rigs to be shipped from the United States.

As part of the sales agreement, the rigs were delivered and commissioned in stages over a twelve-month period subject to acceptance upon successful completion of final inspection on customary terms and conditions.

The net book value of these assets were reclassified as held-for-sale in the fourth quarter of fiscal year 2021.

No rigs were delivered to ADNOC Drilling as of September 30, 2021.

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, which contributed approximately 2.8 percent to our consolidated revenue during fiscal year 2021, all within our North America Solutions segment.

The combined net book values of these assets of $ 23.2 million were written down to their combined fair value less estimated cost to sell of $ 8.8 million, and were reclassified as held-for-sale.

As a result, we recognized a non-cash impairment charge of $ 14.4 million in the Consolidated Statements of Operations during the year ended September 30, 2021 .

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We did not record any impairment changes during the fiscal year ending September 30, 2024.

Fiscal Year 2023 Activity

During the fiscal year ended September 30, 2023, our North America Solutions assets that were previously classified as Assets held-for-sale at September 30, 2022 were either sold or written down to scrap value.

The aggregate net book value of these remaining assets was $ 3.0 million, which exceeded the estimated scrap value of $ 0.3 million, resulting in a non-cash impairment charge of $ 2.7 million.

During the same period, we also identified additional equipment that met the asset held-for-sale criteria and was reclassified to Assets held-for-sale on our Consolidated Balance Sheets.

The aggregate net book value of the equipment of $ 1.4 million was written down to its estimated scrap value of $ 0.1 million, resulting in a non-cash impairment charge of $ 1.3 million during the fiscal year ended September 30, 2023.

These impairment charges are recorded in Asset impairment charges within our North America Solutions segment in our Consolidated Statement of Operations.

During the fiscal year ended September 30, 2023, the Company initiated a plan to decommission and scrap four international FlexRig ® drilling rigs and four conventional drilling rigs located in Argentina that are not suitable for unconventional drilling.

As a result, these rigs were reclassified to Assets held-for-sale on our Consolidated Balance Sheets.

The rigs’ aggregate net book value of $ 8.8 million was written down to the estimated scrap value of $ 0.7 million, which resulted in a non-cash impairment charge of $ 8.1 million within our International Solutions segment and recorded in Asset impairment charges within our Consolidated Statement of Operations during the fiscal year ended September 30, 2023.

Fiscal Year 2022 Activity

During the fiscal year ended September 30, 2022, we closed on the sale of our trucking and casing running assets for total consideration less costs to sell of $ 6.0 million, in addition to the possibility of future earnout proceeds, resulting in a loss of $ 3.4 million recorded in Other (gain) loss on sale of assets within our Consolidated Statements of Operations.

We recognized earnout proceeds associated with the sale of our trucking and casing running assets of $ 1.6 million and $ 1.1 million during the fiscal years ended September 30, 2023 and 2022, respectively, in Other (gain) loss on sale of assets within our Consolidated Statements of Operations.

We recognized earnout proceeds associated with the sale of our trucking and casing running assets of $ 0.8 million, $ 1.6 million and $ 1.1 million during the fiscal years ended September 30, 2024, 2023 and 2022, respectively, in Other (gain) loss on sale of assets within our Consolidated Statements of Operations.

During the first quarter of fiscal year 2022, we identified two partial rig substructures that met the asset held-for-sale criteria and were reclassified as Assets held-for-sale on our Consolidated Balance Sheets.

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During the second quarter of fiscal year ended September 30, 2022, we completed the sale of the two international FlexRig ® drilling rigs for total consideration of $ 0.9 million, resulting in no gain or loss as a result of the sale.

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During the fiscal year ended September 30, 2022, ADNOC Drilling accepted delivery of eight rigs with an aggregate net book value of $ 55.6 million.

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We paid approximately $ 21.6 million in cash charges attributable to selling costs for the eight rigs during fiscal year 2022.

Fiscal Year 2023 Activity

As a result, these rigs were reclassified to Assets held-for-sale on our Consolidated Balance Sheets.

The aggregate net book value of these remaining assets was $ 3.0 million, which exceeded the estimated scrap value of $ 0.3 million, resulting in a non-cash impairment charge of $ 2.7 million.

During the same period, we also identified additional equipment that met the asset held-for-sale criteria and was reclassified to Assets held-for-sale on our Consolidated Balance Sheets.

These impairment charges are recorded in Asset impairment charges within our North America Solutions segment in our Consolidated Statement of Operations.

The significant assumptions utilized in the valuations of held-for-sale assets were based on our intended method of disposal, historical sales of similar assets, and market quotes and are classified as Level 2 and Level 3 inputs by ASC Topic 820, Fair Value Measurement and Disclosures.

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These amounts are recorded in Other (gain) loss on sale of assets within our Consolidated Statements of Operations.

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Fiscal Year 2023 During the fiscal year ended September 30, 2023, we recognized a loss of $ 17.1 million as a result of scrapping excess drilling equipment and spares.

Additionally, during the same fiscal period, we recognized a gain of $ 2.6 million, $ 2.4 million, and $ 2.5 million from vehicle sales, other drilling equipment sales, and other miscellaneous asset sales, respectively.

We also recognized a gain of $ 1.6 million in earnout proceeds associated with the sale of our trucking services assets during the fiscal year ended September 30, 2022 .

Fiscal Year 2022 During the first quarter of fiscal year 2022, we closed on the sale of our trucking and casing running assets resulting in a loss of $ 3.4 million, as mentioned above.

We also recognized a gain of $ 1.1 million in earnout proceeds associated with the sale of our trucking services assets during the fiscal year ended September 30, 2022 .

During the same fiscal period, ADNOC Drilling accepted delivery of eight rigs resulting in an aggregate gain of $ 3.1 million, as mentioned above.

We also recognized a gain of $ 4.2 million related to the sale of other held-for-sale assets (discussed above) during the fiscal year ended September 30, 2022 .

Fiscal Year 2021 During the fiscal year ended September 30, 2021, we closed on the sale of an offshore platform rig within our Offshore Gulf of Mexico operating segment for total consideration of $ 12.0 million with an aggregate net book value of $ 2.8 million, resulting in a gain of $ 9.2 million.

Additionally, during the fiscal year ended September 30, 2021, we sold excess drilling equipment and spares, which resulted in a loss of $ 31.2 million and we also sold assets previously classified as held-for-sale, which resulted in a $ 3.1 million gain.

NOTE 4 LEASES

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Non-current lease liabilities 59,733 41,038

(1) Our future minimal rental payments exclude optional extensions that have not been exercised but are probable to be exercised in the future, those probable extensions are included in the operating lease liability balance.

(1) Our future minimal rental payments exclude optional extensions that have not been exercised but are probable to be exercised in the future.

Those probable extensions are included in the operating lease liability balance.

The recognized right-of-use assets relate to the following types of assets:

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Total right-of-use assets $ 67,076 $ 50,400

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The following table presents certain information related to the lease costs for our operating leases:

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Total lease cost $ 13,260 $ 12,441 $ 11,233

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Lease Terms and Discount Rates

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Lease Obligations

Total rent expense was $ 12.4 million, $ 11.2 million and $ 17.3 million for the fiscal years ended September 30, 2023, 2022 and 2021, respectively.

Future minimum rental payments required under operating leases having initial or remaining non-cancelable lease terms in excess of one year at September 30, 2024 (in thousands) are as follows:

Fiscal Year Amount

2024 $ 10,534

Thereafter 33,910

(1) Our future minimal rental payments exclude optional extensions that have not been exercised but are probable to be exercised in the future.

Those probable extensions are included in the operating lease liability balance.

During the fiscal year ended September 30, 2024, we amended the lease for our Tulsa industrial facility.

As part of the amendment, we extended the lease term, now continuing through June 30, 2035 with two five-year renewal options, resulting in an increase of $ 18.1 million to the right-of-use assets and lease liability on our Consolidated Balance Sheet.

We recognized one of the five-year renewal options as part of our right-of-use assets and lease liabilities.

This contract is accounted for as an operating lease.

The future minimum lease payments for the Tulsa industrial facility represent a material portion of the amounts shown in the table above.

During the fiscal year ended September 30, 2023, we entered into a lease agreement to relocate our Tulsa corporate headquarters to a new office space.

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We also have two unpriced five-year extension options that were not recognized as part of the right-of-use asset and lease liability.

The future minimum lease payments for the new office space represent a material portion of the amounts shown in the table above.

Additionally, the future minimum lease payments for our legacy Tulsa corporate office and our Tulsa industrial facility represent a material portion of the amounts shown in the table above.

The lease agreement for our legacy Tulsa corporate office commenced on May 30, 2003 and was subsequently amended, most recently on April 1, 2021.

The agreement will expire on January 31, 2025;

however, we have two five-year renewal options that will not be exercised, thus were not recognized as part of our right-of-use assets and lease liabilities.

The lease agreement for our Tulsa industrial facility, where we perform maintenance and assembly of FlexRig ® components, commenced on December 21, 2018 and will expire on June 30, 2025;

however, we have two two-year renewal options which were recognized as part of our right-of-use assets and lease liabilities.

During the fiscal year ended September 30, 2024, we amended the lease for our Tulsa corporate headquarters, resulting in a $ 5.9 million increase to right-of-use assets and lease liability on our Consolidated Balance Sheets.

The additional right of use asset will be amortized over the remaining 11 years of the original lease term.

The future minimum lease payments for our corporate headquarters office space represent a material portion of the amounts shown in the table above.

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NOTE 5 GOODWILL AND INTANGIBLE ASSETS

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As of September 30, 2024 and September 30, 2023 , the goodwill balance was $ 45.7 million .

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Intangible Assets

Finite-lived intangible assets are amortized using the straight-line method over the period in which these assets contribute to our cash flows and are evaluated for impairment in accordance with our policies for valuation of long-lived assets.

All of our intangible assets are within our North America Solutions reportable segment.

Intangible assets consisted of the following:

Our intangible assets are within our North America Solutions reportable segment and consist of the following:

September 30, 2024 September 30, 2023

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Trade name 20 years 5,865 2,105 3,760 5,865 1,791 4,074

Customer relationships 5 years 4,000 4,000 — 4,000 3,867 133

$ 96,961 $ 42,814 $ 54,147 $ 96,961 $ 36,386 $ 60,575

Amortization expense in the Consolidated Statements of Operations was $ 6.6 million for fiscal year 2023, and $ 7.2 million for fiscal years 2022 and 2021, and is estimated to be $ 6.4 million for fiscal year 2024, and approximately $ 25.6 million for fiscal year 2025 through 2028.

Amortization expense in the Consolidated Statements of Operations was $ 6.4 million for fiscal year 2024, $ 6.6 million for fiscal year 2023 and $ 7.2 million for fiscal year 2022;

and is estimated to be $ 6.4 million for fiscal year 2025, and approximately $ 25.6 million for fiscal year 2026 through 2029 .

We have the following unsecured long-term debt outstanding with maturities shown in the following table:

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Unsecured senior notes:

Due December 1, 2027

$ 350,000 $ ( 2,907 ) $ 347,093 $ — $ — $ —

Due December 1, 2029

350,000 ( 3,703 ) 346,297 — — —

Due September 29, 2031 550,000 ( 4,262 ) 545,738 550,000 ( 4,856 ) 545,144

Due December 1, 2034

550,000 ( 6,946 ) 543,054 — — —

Long-term debt $ 1,800,000 $ ( 17,818 ) $ 1,782,182 $ 550,000 $ ( 4,856 ) $ 545,144

At September 30, 2023, aggregate maturities of long-term debt are as follows (in thousands):

Year ending September 30,

Thereafter - Due 2031 550,000

2.90 % Senior Notes due 2031 On September 29, 2021, we issued $ 550.0 million aggregate principal amount of the 2.90 percent 2031 Notes in an offering to persons reasonably believed to be qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act (“Rule 144A”) and to certain non-U.S.

persons in transactions outside the United States pursuant to Regulation S under the Securities Act (“Regulation S”).

Interest on the 2031 Notes is payable semi-annually on March 29 and September 29 of each year, commencing on March 29, 2022.

In June 2022, we settled a registered exchange offer (the “Registered Exchange Offer”) to exchange the 2031 Notes for new, SEC-registered notes that are substantially identical to the terms of the 2031 Notes, except that the offer and issuance of the new notes have been registered under the Securities Act and certain transfer restrictions, registration rights and additional interest provisions relating to the 2031 Notes do not apply to the new notes.

All of the 2031 Notes were exchanged in the Registered Exchange Offer.

Senior Notes Issued in Fiscal Year 2024

On September 17, 2024, we completed a private offering of $ 1.25 billion aggregate principal amount of the Notes, comprised of the following tranches:

$ 350.0 million aggregate principal amount of 4.65 percent senior notes due 2027 issued at a price equal to 99.958 percent of their face value, $ 350.0 million aggregate principal amount of 4.85 percent senior notes due 2029 issued at a price equal to 99.883 percent of their face value and $ 550.0 million aggregate principal amount of 5.50 percent senior notes due 2034 issued at a price equal to 99.670 percent of their face value.

The Company intends to use the net proceeds, together with the proceeds of its term loan credit facility (discussed below) and cash on hand, to finance the purchase price for the Acquisition, to repay certain of KCA Deutag’s outstanding indebtedness, and to pay related fees and expenses.

The net proceeds reduced the commitments under the Company’s bridge loan facility (discussed below) for purposes of financing the Acquisition.

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The indenture governing the 2031 Notes contains certain covenants that, among other things and subject to certain exceptions, limit the ability of the Company and its subsidiaries to incur certain liens;

The Notes are subject to a “special mandatory redemption,” which would require the Company to redeem the Notes at a special mandatory redemption price equal to 101.0 percent of the principal amount of the Notes to be redeemed plus accrued and unpaid interest thereon in the event that (i) the consummation of the Acquisition does not occur on or before October 25, 2025, (or such later date as the Company may agree to extend the "Long Stop Date" under the Purchase Agreement), (ii) the Purchase Agreement is terminated without the consummation of the Acquisition or (iii) if the Company otherwise notifies the trustee of the Notes that it will not pursue the consummation of the Acquisition.

In connection with the issuance of the Notes, the Company also entered into a Registration Rights Agreement, dated as of September 17, 2024, with the initial purchasers of the Notes named therein.

Under the Registration Rights Agreement, the Company agreed, among other things, to:

(i) file a registration statement (the “Exchange Offer Registration Statement”) with the SEC to register an offer to exchange each series of the Notes for freely tradable notes having terms identical in all material respects to each such series of Notes (the “Registered Exchange Offer”);

(ii) use commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act not later than the later of (x) the 30th day following the Company’s filing of a Current Report on Form 8-K or an amendment thereto including the financial statements of KCA Deutag and pro forma financial information related to the Company’s acquisition of KCA Deutag required by Items 9.01(a) and 9.01(b) of Form 8-K (the “KCA Deutag Financials Form 8-K”) and (y) June 16, 2025;

and (iii) use commercially reasonable efforts to cause the Registered Exchange Offer to be completed not later than the later of (x) the 60th day following the Company’s filing of the KCA Deutag Financials Form 8-K and (y) July 14, 2025 (the “Exchange Offer Closing Deadline”), subject to certain limitations.

If, among other events, the Registered Exchange Offer is not completed by the Exchange Offer Closing Deadline, then special additional interest will accrue in an amount equal to 0.25 percent per annum of the principal amount of the Notes, from and including the date on which such default shall occur to but excluding the date on which such default is cured.

The indenture governing the Notes contains certain covenants that, among other things, limit the ability of the Company and its subsidiaries to incur certain liens;

engage in sale and lease-back transactions;

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The indenture governing the Notes also contains customary events of default with respect to the Notes.

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 costs were being amortized straight-line over the stated life of the obligation, which approximated the effective interest method.

Senior Notes Extinguished in Fiscal Year 2022

On December 20, 2018, we issued approximately $ 487.1 million in aggregate principal amount of the 4.65 percent senior notes due 2025 (the "2025 Notes").

On September 27, 2021, the Company delivered a conditional notice of optional full redemption for all of the outstanding 2025 Notes at a redemption price calculated in accordance with the indenture governing the 2025 Notes, plus accrued and unpaid interest on the 2025 Notes to be redeemed.

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.

The Company financed the redemption of the 2025 Notes with the net proceeds from the offering of the 2031 Notes (discussed below), together with cash on hand.

The Company’s obligation to redeem the 2025 Notes was conditioned upon the prior consummation of the issuance of the 2031 Notes, which was satisfied on September 29, 2021.

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As a result, the associated make-whole premium of $ 56.4 million and the write off of the unamortized discount and debt issuance costs of $ 3.7 million were recognized during the first fiscal quarter of 2022 contemporaneously with the October 27, 2021 debt extinguishment and recorded in Loss on extinguishment of debt on our Consolidated Statements of Operations during the fiscal year ended September 30, 2022.

Credit Facility

On November 13, 2018, we entered into a credit agreement by and among the Company, as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto, which was amended on November 13, 2019, providing for an unsecured revolving credit facility (as amended, the “2018 Credit Facility”), that was set to mature on November 13, 2024.

On April 16, 2021, lenders with $ 680.0 million of commitments under the 2018 Credit Facility exercised their option to extend the maturity of the 2018 Credit Facility from November 13, 2024 to November 12, 2025.

No other terms of the 2018 Credit Facility were amended in connection with this extension.

On March 8, 2022, we entered into the second amendment to the 2018 Credit Facility, which, among other things, raised the number of potential future extensions of the maturity date applicable to extending lenders from one to two such potential extensions and replaced provisions in respect of interest rate determinations that were based on the London Interbank Offered Rate with provisions based on the Secured Overnight Financing Rate.

Additionally, lenders with $ 680.0 million of commitments under the 2018 Credit Facility exercised their option to extend the maturity of the 2018 Credit Facility from November 12, 2025 to November 11, 2026.

On February 10, 2023, lenders with $ 680.0 million of commitments under the 2018 Credit Facility exercised their option to extend the maturity of the 2018 Credit Facility from November 11, 2026 to November 12, 2027.

The remaining $ 70.0 million of commitments under the 2018 Credit Facility will expire on November 13, 2024, unless extended by the applicable lender before such date.

The 2018 Credit Facility has $ 750.0 million in aggregate availability with a maximum of $ 75.0 million available for use as letters of credit.

The 2018 Credit Facility also permits aggregate commitments under the facility to be increased by $ 300.0 million, subject to the satisfaction of certain conditions and the procurement of additional commitments from new or existing lenders.

In March 2022, the 2018 Credit Facility was amended to change the benchmark rate from the London Interbank Offered Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR").

Following the amendment, we can elect to borrow at either an adjusted SOFR rate or an adjusted base rate, plus an applicable margin.

Senior Notes Issued in Fiscal Year 2021

On September 29, 2021, we issued $ 550.0 million aggregate principal amount of the 2.90 percent senior notes due 2031 (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 and to certain non-U.S.

persons in transactions outside the United States pursuant to Regulation S under the Securities Act.

Interest on the 2031 Notes is payable semi-annually on March 29 and September 29 of each year, commencing on March 29, 2022.

In June 2022, we settled a registered exchange offer (the “2022 Registered Exchange Offer”) to exchange the 2031 Notes for new, SEC-registered notes that are substantially identical to the terms of the 2031 Notes, except that the offer and issuance of the new notes have been registered under the Securities Act and certain transfer restrictions, registration rights and additional interest provisions relating to the 2031 Notes do not apply to the new notes.

All of the 2031 Notes were exchanged in the 2022 Registered Exchange Offer.

engage in sale and lease-back transactions;

and consolidate, merge or transfer all or substantially all of the assets of the Company.

The indenture governing the 2031 Notes also contains customary events of default with respect to the 2031 Notes.

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Term Loan Credit Agreement

On August 14, 2024, the Company entered into the Term Loan Credit Agreement, dated as of August 14, 2024, among the Company, MSSF as administrative agent, and the other lenders party thereto.

Under the Term Loan Credit Agreement, the Company may obtain unsecured term loans in a single delayed draw in an aggregate principal amount up to $ 400.0 million, which reduced the commitments under the Company's bridge loan facility (discussed below) for purposes of financing the Acquisition.

The Term Loan Credit Agreement matures at the two -year anniversary of the funding of the term loans unless earlier terminated pursuant to the terms of the Term Loan Credit Agreement.

We expect to use the proceeds from the Term Loan Credit Agreement, together with the net proceeds from the sale of Notes and cash on hand, to finance the purchase price for the Acquisition, to repay certain of KCA Deutag's outstanding indebtedness, and to pay related fees and expenses.

The benchmark rate is the SOFR.

We can elect to borrow at either an adjusted SOFR rate or an adjusted base rate, plus an applicable margin.

The adjusted SOFR rate is the forward-looking term rate based on SOFR for the applicable tenor of one, three, or six months, plus 0.10 percent per annum.

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Commitment fees for both rates range from 0.10 percent to 0.250 percent per annum.

Based on the unsecured debt rating of the Company on September 30, 2023, the spread over SOFR would have been 1.125 percent had borrowings been outstanding under the 2018 Credit Facility and commitment fees would have been 0.125 percent.

There is a financial covenant in the 2018 Credit Facility that requires us to maintain a total funded debt to total capitalization ratio of less than or equal to 50 percent.

The 2018 Credit Facility contains additional terms, conditions, restrictions and covenants that we believe are usual and customary in unsecured debt arrangements for companies of similar size and credit quality, including a limitation that priority debt (as defined in the credit agreement) may not exceed 17.5 percent of the net worth of the Company.

As of September 30, 2023, there were no borrowings or letters of credit outstanding, leaving $ 750.0 million available to borrow under the 2018 Credit Facility.

Based on the unsecured debt rating of the Company on September 30, 2024, the spread over SOFR would have been 1.375 percent had borrowings been outstanding under the Term Loan Credit Agreement and commitment fees would have been 0.175 percent.

The funding of the term loans had not occurred as of September 30, 2024.

Bridge Loan Facility

In connection with, and concurrently with the entry into, the Purchase Agreement, the Company entered into a debt commitment letter dated July 25, 2024 with MSSF, pursuant to which MSSF committed, subject to satisfaction of standard conditions, to provide the Company with an unsecured 364 -day bridge loan facility in an aggregate principal amount of approximately $ 2.0 billion (the “Bridge Loan Facility”) the proceeds of which, if drawn, would have been used to fund the Acquisition.

In connection with the Bridge Loan Facility, the Company incurred approximately $ 10.6 million in commitment fees during the fiscal year ended September 30, 2024.

Due to the execution of the other financing arrangements discussed above, the commitments under the Bridge Loan Facility were reduced to $ 335.3 million as of September 30, 2024.

As a result, we recognized approximately $ 9.2 million of commitment fees recorded within Interest expense on the Consolidated Statement of Operations during fiscal year 2024.

As of September 30, 2024, approximately $ 1.4 million in commitment fees were deferred and included in Prepaid assets and other, net within the Consolidated Balance Sheet.

On October 15, 2024, the remaining commitments under the Bridge Loan Facility were reduced such that there were no remaining commitments available, and the Bridge Loan Facility was automatically terminated in accordance with its terms.

Upon termination of the facility, the remaining commitment fees of approximately $ 1.4 million will be recognized in Interest expense during the first fiscal quarter of 2025.

Revolving Credit Facility

On August 14, 2024, the Company entered into the Amended Credit Facility with the Revolving Credit Agreement Lenders, the issuing lenders party thereto and Wells Fargo, as administrative agent, swing line lender and issuing lender, which amended and restated the Credit Agreement, dated as of November 13, 2018 (as amended through Amendment No.

2 to the Credit Agreement dated as of March 8, 2022, the “Existing Credit Agreement”), among the Company, the lenders party thereto and Wells Fargo, as administrative agent, swing line lender and issuing lender.

Under the terms of the Amended Credit Facility, the Company may obtain unsecured revolving loans in an aggregate principal amount not to exceed $ 950.0 million outstanding at any time (the “Revolving Credit Facility”).

$ 775.0 million of the revolving commitments under the Amended Credit Facility expire on November 12, 2028 and $ 175.0 million of the revolving commitments mature on November 10, 2027 (the “Stated Maturity Date”), but the Company may request two one -year extensions of the Stated Maturity Date, subject to satisfaction of certain conditions.

Commitments under the Amended Credit Facility may be increased by up to $ 100.0 million, subject to the agreement of the Company and new or existing Revolving Credit Agreement Lenders.

The proceeds of the loans made under the Amended Credit Facility may be used by the Company for (i) working capital and other general corporate purposes, (ii) for the payment of fees and expenses related to the entering into of the Amended Credit Facility and the other credit documents and (iii) for the refinancing of the extensions of credit under the Existing Credit Agreement.

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The benchmark rate is the SOFR.

We can elect to borrow at either an adjusted SOFR rate or an adjusted base rate, plus an applicable margin.

The adjusted SOFR rate is the forward-looking term rate based on SOFR for the applicable tenor of one, three, or six months, plus 0.10 percent per annum.

The adjusted base rate is a fluctuating rate per annum equal to the highest of (i) the administrative agent's prime rate, (ii) the federal funds effective rate plus 0.50 percent, or (iii) the one-month adjusted SOFR rate plus 1.0 percent.

We also pay a commitment fee on the unused balance of the facility.

Borrowing spreads as well as commitment fees are determined based on the debt rating for senior unsecured debt of the Company, as determined by Moody’s and Standard & Poor’s.

The applicable margin for SOFR borrowings and adjusted base rate borrowings ranges from 0.875 percent to 1.500 percent per annum and zero to 0.50 percent per annum, respectively.

Commitment fees for both rates range from 0.075 percent to 0.200 percent per annum.

Based on the unsecured debt rating of the Company on September 30, 2024, the spread over SOFR would have been 1.250 percent had borrowings been outstanding under the Amended Credit Facility and commitment fees would have been 0.150 percent.

There is a financial covenant in the Amended Credit Facility that requires us to maintain a total funded debt to total capitalization ratio of less than or equal to 55.0 percent.

The Amended Credit Facility contains additional terms, conditions, restrictions and covenants that we believe are usual and customary in unsecured debt arrangements for companies of similar size and credit quality, including a limitation that priority debt (as defined in the credit agreement) may not exceed 17.5 percent of the net worth of the Company.

As of September 30, 2024, there were no borrowings or letters of credit outstanding, leaving $ 950.0 million available to borrow under the Amended Credit Facility.

As of September 30, 2024, we had $ 160.0 million in uncommitted bilateral credit facilities, for the purpose of obtaining the issuance of international letters of credit, bank guarantees, and performance bonds.

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In total, we had $ 44.7 million outstanding as of September 30, 2024.

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The applicable agreements for all unsecured debt contain additional terms, conditions and restrictions that we believe are usual and customary in unsecured debt arrangements for companies that are similar in size and credit quality.

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NOTE 7 INCOME TAXES

Income Tax (Benefit) Provision and Rate

The components of the provision (benefit) for income taxes are as follows:

Income Tax Provision and Rate

The components of the provision for income taxes are as follows:

Year Ended September 30,

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( 23,191 ) ( 20,400 ) ( 28,488 )

Total provision (benefit) $ 159,279 $ 24,366 $ ( 103,721 )

Prior to the fiscal year ended September 30, 2023, Income from discontinued operations was presented as a separate line item on our Consolidated Statements of Operations.

To conform with the current fiscal year presentation, we reclassified amounts previously presented in Income from discontinued operations to Other within Other income (expense) on our Consolidated Statements of Operations for the years ended September 30, 2022 and September 30, 2021.

Thus, the September 30, 2022 and September 30, 2021 amounts of domestic and foreign income (loss) before income taxes and the September 30, 2022 and September 30, 2021 reconciliation of our effective income tax rates to the U.S.

Federal income tax rates have been revised to conform with the current fiscal year presentation.

Total provision

$ 136,855 $ 159,279 $ 24,366

The amounts of domestic and foreign income (loss) before income taxes are as follows:

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$ 481,020 $ 593,379 $ 31,319

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The reconciliation of our effective income tax rates to the U.S.

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Effective income tax rate 28.5 % 26.8 % 77.8 %

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Deferred Taxes

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Net operating loss, foreign tax credit, and other federal tax credit carryforwards 11,296 6,770

Financial accruals 29,449 31,022

Accrued liabilities

47,838 29,449

Other 33,126 21,647

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The valuation allowance is primarily attributable to foreign net operating loss carryforwards of $ 5.2 million and equity compensation of $ 6.5 million which more likely than not will not be utilized.

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Unrecognized Tax Benefits

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As of September 30, 2024, we have recorded approximately $ 0.8 million of unrecognized tax benefits, interest, and penalties.

We believe it is reasonably possible up to $ 2.6 million of the unrecognized tax benefits, interest, and penalties will be recognized as of June 30, 2024 as a result of a lapse of the statute of limitations.

We cannot predict with certainty if we will achieve ultimate resolution of any additional uncertain tax positions associated with our U.S.

and international operations resulting in any additional material increases or decreases of our unrecognized tax benefits for the next twelve months.

2023 FORM 10-K | 80

We file a consolidated U.S.

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The Company has an evergreen authorization from the Board of Directors for the repurchase of up to four million common shares in any calendar year.

In December 2022, the Board of Directors increased the maximum number of shares authorized to be repurchased in calendar year 2023 to five million common shares.

On June 7, 2023, the Board of Directors further increased the maximum number of shares authorized to be repurchased in calendar year 2023 to seven million shares.

The repurchases are made using our cash and cash equivalents or other available sources and are held as treasury shares on our Consolidated Balance Sheets.

During the fiscal year ended September 30, 2023 and 2022, we repurchased 6.5 million common shares at an aggregate cost of $ 249.0 million, including excise tax of $ 1.8 million, and 3.2 million common shares at an aggregate cost of $ 77.0 million, respectively, which are held as treasury shares.

There were no repurchases of common shares during the fiscal year ended September 30, 2021.

During the fiscal years ended September 30, 2024 and 2023, we repurchased 1.4 million and 6.5 million common shares at an aggregate cost of $ 51.6 million and $ 249.0 million, including excise tax of $ 0.3 million and $ 1.8 million, respectively.

During the fiscal year ended September 30, 2022, we repurchased 3.2 million common shares at an aggregate cost of $ 77.0 million.

Repurchased common shares are held as treasury shares.

During the year ended September 30, 2024, we declared $ 168.3 million in cash dividends.

A base cash dividend of $ 0.25 per share was declared on September 6, 2023 for shareholders of record on November 20, 2023, payable on December 4, 2023.

A cash dividend of $ 0.25 per share was declared on September 11, 2024 for shareholders of record on November 18, 2024, payable on December 2, 2024.

As a result, we recorded a Dividend Payable of $ 25.0 million on our Consolidated Balance Sheets as of September 30, 2024.

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Pre-tax amounts:

Unrealized actuarial loss $ ( 10,407 ) $ ( 15,703 ) $ ( 26,268 )

Unrealized pension actuarial loss $ ( 7,632 ) $ ( 10,407 ) $ ( 15,703 )

Unrealized loss on available-for-sale debt security

$ ( 8,294 ) $ ( 10,407 ) $ ( 15,703 )

After-tax amounts:

Unrealized actuarial loss $ ( 7,981 ) $ ( 12,072 ) $ ( 20,244 )

Unrealized pension actuarial loss $ ( 5,838 ) $ ( 7,981 ) $ ( 12,072 )

Unrealized loss on available-for-sale debt security

$ ( 6,350 ) $ ( 7,981 ) $ ( 12,072 )

Fluctuations in pension actuarial gains and losses are primarily due to changes in the discount rate and investment returns related to the defined benefit pension plan.

Investments classified as available-for-sale debt securities are reported at fair value with unrealized gains and losses excluded from net income and reported in other comprehensive income (loss).

2024 FORM 10-K | 89

The following is a summary of the changes in accumulated other comprehensive loss, net of tax, for the fiscal year ended September 30, 2024:

(in thousands) Defined Benefit Pension Plan

(in thousands) Unrealized Loss on Available-for-Sale Securities Defined Benefit Pension Plan Total

Balance at September 30, 2023 $ — $ ( 7,981 ) $ ( 7,981 )

Activity during the period

Amounts reclassified from accumulated other comprehensive loss 4,091

Net current-period other comprehensive income 4,091

Other comprehensive loss before reclassifications ( 512 ) — ( 512 )

Amounts reclassified from accumulated other comprehensive income — 2,143 2,143

Net current-period other comprehensive income (loss)

( 512 ) 2,143 1,631

Balance at September 30, 2024

$ ( 512 ) $ ( 5,838 ) $ ( 6,350 )

NOTE 9 REVENUE FROM CONTRACTS WITH CUSTOMERS

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Because our customers benefit equally throughout the service period and our efforts in providing drilling services are incurred relatively evenly over the period of performance, revenue is recognized over time using a time-based input measure as we provide services to the customer.

For any contracts that include a provision for pooled term days at contract inception, followed by the assignment of days to specific rigs throughout the contract term, we have elected, as a practical expedient, to recognize revenue in the amount to which the entity has a right to invoice, as permitted by ASC 606.

2023 FORM 10-K | 81

For any contracts that include a provision for pooled term days at contract inception, followed by the assignment of days to specific rigs throughout the contract term, we have elected, as a practical expedient, to recognize revenue in the amount for which the entity has a right to invoice, as permitted by ASC 606.

Performance-based contracts are contracts pursuant to which we are compensated partly based upon our performance against a mutually agreed upon set of predetermined targets.

These contract types are relatively new to the industry and typically have a lower base dayrate, but give us the opportunity to receive additional compensation by meeting or exceeding certain performance targets agreed to by our customers.

These types of contracts are relatively new to the industry and typically have a lower base dayrate, but give us the opportunity to receive additional compensation by meeting or exceeding certain performance targets agreed to by our customers.

The variable consideration that we expect to receive is estimated at the most likely amount, and constrained to an amount such that it is probable a significant reversal of revenue previously recognized will not occur based on the performance targets.

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Any change in the expected amount of demobilization revenue is accounted for with the net cumulative impact of the change in estimate recognized in the period during which the revenue estimate is revised.

2024 FORM 10-K | 90

On November 12, 2021, we settled a drilling contract dispute related to drilling services provided from fiscal years 2016 through 2019 with YPF S.A.

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These costs are capitalized as property, plant and equipment and depreciated over the estimated useful life of the improvement.

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Remaining Performance Obligations

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(in thousands)

Contract liabilities balance at October 1, 2021 $ 9,286

Contract liabilities balance at September 30, 2022 $ 20,646

Payment received/accrued and deferred 76,756

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Contract liabilities balance at September 30, 2024 $ 29,052

2024 FORM 10-K | 91

NOTE 10 STOCK-BASED COMPENSATION

The Helmerich & Payne, Inc.

Amended and Restated 2020 Omnibus Incentive Plan (the “2020 Plan”) approved by our stockholders is a stock and cash-based incentive plan that, among other things, authorizes the Board or Human Resources Committee of the Board to grant executive officers, employees and non-employee directors stock options, stock appreciation rights, restricted shares and restricted share units (including performance share units), share bonuses, other share-based awards and cash awards.

2024 Omnibus Incentive Plan (the “2024 Plan”) approved by our stockholders is a stock and cash-based incentive plan that, among other things, authorizes the Board or Human Resources Committee of the Board to grant executive officers, employees and non-employee directors stock options, stock appreciation rights, restricted shares and restricted share units (including performance share units), share bonuses, other share-based awards and cash awards.

Restricted stock may be granted for no consideration other than prior and future services.

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Stock options expire ten years after the grant date.

The 2020 Plan governs all of our stock-based awards granted on or after March 3, 2020.

The 2024 Plan governs all of our stock-based awards granted on or after February 27, 2024.

Awards outstanding under the Helmerich & Payne, Inc.

2010 Long-Term Incentive Plan and the Helmerich & Payne, Inc.

2016 Omnibus Incentive Plan (the "2016 Plan") remain subject to the terms and conditions of those plans.

2010 Long-Term Incentive Plan, the Helmerich & Payne, Inc.

2016 Omnibus Incentive Plan and the Helmerich & Payne, Inc.

Amended and Restated 2020 Omnibus Incentive Plan (the "2020 Plan") remain subject to the terms and conditions of those plans.

Beginning with fiscal year 2019, we replaced stock options with performance share units as a component of our executives' long-term equity incentive compensation.

As a result, there were no stock options granted during the fiscal years ended September 30, 2023, 2022, and 2021.

As a result, no stock options were granted after the 2018 fiscal year.

We have also eliminated stock options as an element of our non-employee director compensation program.

At September 30, 2023, we had 2.1 million outstanding exercisable stock options with weighted-average exercise prices of $ 65.08 .

During the fiscal year ended September 30, 2023, 591,838 shares of restricted stock awards and 144,136 performance share units were granted under the 2020 Plan.

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At September 30, 2024, we had $ 1.9 million outstanding exercisable stock options with a weighted-average exercise price of $ 63.55 .

During the fiscal year ended September 30, 2024, 794,828 shares of restricted stock awards were granted under the 2024 Plan and the 2020 Plan, and 223,100 performance share units were granted under the 2020 Plan.

A summary of compensation cost for stock-based payment arrangements recognized in Drilling services operating expense, Research and development expense and Selling, general and administrative expense on our Consolidated Statements of Operations is as follows:

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$ 31,198 $ 32,456 $ 28,032

During the fiscal years ended September 30, 2024, 2023 and 2022, we recognized income tax benefits related to stock-based compensation expense of $ 7.1 million, $ 7.4 million and $ 6.4 million, respectively.

Restricted Stock

Restricted stock awards consist of our common stock.

Awards granted prior to September 30, 2020 are time-vested over four years , and awards granted after September 30, 2020 are time vested over three years .

Awards granted after September 30, 2020 are time vested over three years .

Non-forfeitable dividends are paid on non-vested shares of restricted stock.

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(2) The number of restricted stock awards vested includes shares that we withheld on behalf of our employees to satisfy the statutory tax withholding requirements.

2024 FORM 10-K | 92

Performance Units

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Performance units that comprise the second component are further divided into three separate tranches, each of which is subject to a separate one-year performance cycle within the full three-year performance cycle.

The vesting of the performance units is generally dependent on (i) the achievement of the Company’s total shareholder return (“TSR”) performance goals relative to the TSR achievement of a peer group of companies (the “Peer Group”) over the applicable performance cycle, and (ii) the continued employment of the recipient of the performance unit award throughout the Vesting Period.

The Vesting Period for performance units granted in November 2020 ended on December 31, 2023 and the performance units eligible to vest were settled in shares of common stock in January 2024.

2023 FORM 10-K | 84

Additional performance units are credited based on the amount of cash dividends on our common stock divided by the market value of our common stock on the date such dividend is paid.

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The vesting of units ranges from zero to 200 percent of the units granted depending on the Company’s TSR relative to the TSR of the Peer Group on the vesting date.

Performance units granted in December 2022 include an additional return on invested capital (“ROIC”) performance metric.

The number of these performance units that otherwise would be paid out solely based on the achievement of TSR performance goals may increase or decrease by 25 % based on the Company’s ROIC performance over a three year period.

Based on the Company's return on invested capital ("ROIC") performance over a full three-year performance cycle, the Human Resources Committee may increase or decrease by 25 percent the number of performance units that otherwise would be paid out solely based on the achievement of relative TSR performance over a full three-year performance cycle (the "ROIC Modifier").

The grant date fair value of performance units was determined through use of the Monte Carlo simulation method.

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(2) At the end of the Vesting Period, recipients receive dividend equivalents, if any, with respect to the number of vested performance units.

The vesting of units ranges from zero to 200 percent of the units granted depending on the Company's total shareholder return ("TSR") relative to the TSR of the Peer Group on the vesting date.

The vesting of units ranges from zero to 200 percent of the units granted depending on the Company's TSR relative to the TSR of the Peer Group on the vesting date.

(3) Of the total non-vested performance units at the end of the period, specified performance criteria has been achieved with respect to 91,496 performance units which is calculated based on the payout percentage for the completed performance period.

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If we meet the specified maximum performance criteria, approximately 330,331 additional performance units could vest or become eligible to vest.

2024 FORM 10-K | 93

The weighted-average fair value calculations for performance units granted within the fiscal period are based on the following weighted-average assumptions set forth in the table below.

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(2) Expected volatilities are based on the daily closing price of our stock based upon historical experience over a period which approximates the expected term of the performance units.

NOTE 11 EARNINGS (LOSS) PER COMMON SHARE

NOTE 11 ACQUISITION TRANSACTION COSTS

During the fiscal year ended September 30, 2024, we recognized approximately $ 15.0 million in acquisition transaction costs associated with the Acquisition.

These non-recurring costs are primarily related to third-party legal and advisory services and are included in Acquisition transaction costs on the Consolidated Statements of Operations.

NOTE 12 EARNINGS PER COMMON SHARE

ASC 260, Earnings per Share, requires companies to treat unvested share-based payment awards that have non-forfeitable rights to dividends or dividend equivalents as a separate class of securities in calculating earnings per share.

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The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings.

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Basic earnings per share is computed utilizing the two-class method and is calculated based on the weighted-average number of common shares outstanding during the periods presented.

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Under the two-class method of calculating earnings per share, dividends paid and a portion of undistributed net income, but not losses, are allocated to unvested restricted stock grants that receive dividends, which are considered participating securities.

Prior to the fiscal year ended September 30, 2023, Income from discontinued operations was presented as a separate line item on our Consolidated Statements of Operations.

To conform with the current fiscal year presentation, basic and diluted earnings (loss) per share for continuing and discontinued operations are presented in the aggregate, for the years ended September 30, 2022 and September 30, 2021, as presented below.

The following table sets forth the computation of basic and diluted earnings (loss) per share:

2024 FORM 10-K | 94

The following table sets forth the computation of basic and diluted earnings per share:

September 30,

(in thousands, except per share amounts) 2024 2023 2022

Net income (loss) $ 434,100 $ 6,953 $ ( 326,150 )

Adjustment for basic earnings (loss) per share:

$ 344,165 $ 434,100 $ 6,953

Adjustment for basic earnings per share:

Earnings allocated to unvested shareholders ( 4,726 ) ( 5,863 ) ( 1,508 )

Numerator for basic earnings (loss) per share 428,237 5,445 ( 327,500 )

Adjustment for diluted earnings (loss) per share:

Numerator for basic earnings per share

339,439 428,237 5,445

Adjustment for diluted earnings per share:

Effect of reallocating undistributed earnings of unvested shareholders 5 12 —

Numerator for diluted earnings (loss) per share $ 428,249 $ 5,445 $ ( 327,500 )

Denominator for basic earnings (loss) per share - weighted-average shares 102,447 105,891 107,818

Numerator for diluted earnings per share

$ 339,444 $ 428,249 $ 5,445

Denominator for basic earnings per share - weighted-average shares

98,857 102,447 105,891

Effect of dilutive shares from restricted stock and performance share units 210 405 664

Denominator for diluted earnings (loss) per share - adjusted weighted-average shares 102,852 106,555 107,818

Basic earnings (loss) per common share $ 4.18 $ 0.05 $ ( 3.04 )

Diluted earnings (loss) per common share $ 4.16 $ 0.05 $ ( 3.04 )

We had a net loss for fiscal year 2021.

Accordingly, our diluted earnings per share calculation for that year was equivalent to our basic earnings per share calculation since diluted earnings per share excludes any assumed vesting of equity awards.

These were excluded because they were deemed to be anti-dilutive, meaning their inclusion would have reduced the reported net loss per share in the applicable period.

The following potentially dilutive average shares attributable to outstanding equity awards were excluded from the calculation of diluted earnings (loss) per share because their inclusion would have been anti-dilutive:

Denominator for diluted earnings per share - adjusted weighted-average shares

99,067 102,852 106,555

Basic earnings per common share

$ 3.43 $ 4.18 $ 0.05

Diluted earnings per common share

$ 3.43 $ 4.16 $ 0.05

The following potentially dilutive average shares attributable to outstanding equity awards were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive:

(in thousands, except per share amounts) 2024 2023 2022

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Weighted-average price per share $ 60.28 $ 62.08 $ 62.36

2023 FORM 10-K | 86

NOTE 13 FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS

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The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.

2024 FORM 10-K | 95

Fair Value Measurements

The following tables summarize our financial assets and liabilities measured at fair value and indicate the level in the fair value hierarchy in which we classify the fair value measurement as of the dates indicated below.

The following tables summarize our financial assets and liabilities measured at fair value on a recurring basis and indicate the level in the fair value hierarchy in which we classify the fair value measurement as of the dates indicated below.

September 30, 2024

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government and federal agency securities 53,490 53,490 — —

Investment in ADNOC Drilling

205,616 205,616 — —

Total 292,919 259,106 33,813 —

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Non-qualified supplemental savings plan 15,633 15,633 — —

Investment in ADNOC Drilling 174,758 174,758 — —

Investment in Tamboran 20,958 20,958 — —

Debt securities:

Investment in Galileo 35,434 — — 35,434

Geothermal debt securities 2,006 — — 2,006

Total 236,715 199,275 — 37,440

Nonrecurring fair value measurements 1 :

Other equity securities 2

Investment in Galileo, net

27,044 — — 27,044

Total 2,430 — — 2,430

Geothermal debt securities, net

2,000 — — 2,000

Other debt securities

4,588 4,338 — 250

Total $ 70,223 $ 40,929 $ — $ 29,294

Contingent consideration $ 9,455 $ — $ — $ 9,455

(1) As of September 30, 2023, our equity security investments in geothermal energy was $ 25.2 million.

None of these investment were marked to fair value during the period.

The investments are measured at cost, less any impairments.

(2) As of September 30, 2023, our other equity securities subject to measurement at fair value on a nonrecurring basis was $ 3.0 million, of which $ 2.4 million is marked to fair value.

As of September 30, 2024, our equity security investments in geothermal energy were $ 25.8 million, of which $ 0.1 million was measured at fair value as of September 30, 2024.

The remaining $ 25.7 million is measured at cost, less any impairments.

2023 FORM 10-K | 87

Our other equity security investments totaled $ 4.3 million and our debt security investments in held to maturity bonds totaled $ 0.3 million.

These investments are measured at cost, less any impairments.

September 30, 2023

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Investment in ADNOC Drilling 174,758 174,758 — —

Investment in Tamboran 9,920 9,920 — —

Debt securities:

Investment in Galileo 35,434 — — 35,434

Other 565 — — 565

Total 195,236 161,671 — 33,565

Nonrecurring fair value measurements 1 :

Geothermal equity securities 2

Geothermal debt securities, net

2,006 — — 2,006

Total $ 236,715 $ 199,275 $ — $ 37,440

Total $ 205,943 $ 161,671 $ — $ 44,272

Contingent consideration $ 9,455 $ — $ — $ 9,455

(1) As of September 30, 2022, our other equity security investments are included in our nonrecurring fair value assets.

The balances of these equity security investments was $ 0.6 million measured at cost, less any impairments.

(2) As of September 30, 2022, our equity security investments in geothermal energy was $ 23.1 million, of which $ 10.7 million was marked to fair value during the period.

As of September 30, 2023, our equity security investments in geothermal energy were $ 25.2 million.

These investments are measured at cost, less any impairments.

Our other equity securities subject to measurement at fair value on a nonrecurring basis was $ 3.0 million, of which $ 2.4 million were measured at fair value as of September 30, 2023.

The remaining $ 0.6 million is measured at cost, less any impairments.

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Recurring Fair Value Measurements

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Our assets that we hold in the Savings Plan are comprised of mutual funds that are measured using Level 1 inputs.

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During September 2021, the Company made a $ 100.0 million cornerstone investment in ADNOC Drilling in advance of its announced initial public offering, representing 159.7 million shares of ADNOC Drilling, equivalent to a one percent ownership stake and subject to a three-year lockup period.

ADNOC Drilling’s initial public offering was completed on October 3, 2021, and its shares are listed and traded on the Abu Dhabi Securities Exchange.

Our investment is classified as a long-term equity investment within Investments on our Consolidated Balance Sheets and measured at fair value with any gains or losses recognized through net income (loss) and recorded within Gain (loss) on investment securities on our Consolidated Statements of Operations.

During the fiscal year ended September 30, 2023, we early adopted ASU No.

2022-03 which states that the contractual restriction on the sale of an equity security that is publicly traded is not considered in measuring fair value.

The provisions of ASU No.

2022-03 were consistent with our historical accounting for our investment in ADNOC Drilling.

During the fiscal year ended September 30, 2023 and 2022, we recognized a gain of $ 27.4 million and $ 47.4 million on our Consolidated Statements of Operations for each period respectively, as a result of the change in fair value of the investment during the period.

During September 2024, the three-year lockup period expired and the balance was reclassified to Short-term investments on our Consolidated Balance Sheets.

This investment is measured at fair value with any gains or losses recorded within Gain on investment securities on our Consolidated Statements of Operations.

During the fiscal year ended September 30, 2024, 2023 and 2022, we recognized a gain of $ 30.9 million, $ 27.4 million and $ 47.4 million on our Consolidated Statements of Operations for each period respectively, as a result of the change in fair value of the investment during the period.

As of September 30, 2024, this investment is classified as a Level 1 investment based on the quoted stock price on the Abu Dhabi Securities Exchange.

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For the fiscal year ended September 30, 2022, we recorded a gain of $ 8.2 million related to this investment, which includes a $ 0.5 million gain recognized upon the sale of our investment and a $ 7.7 million gain as a result of the change in fair value of the investment during the period.

This activity is reported in Gain (loss) on investment securities in our Consolidated Statements of Operations.

This investment was classified as Level 1 and based on the quoted stock price.

Equity Securities with Fair Value Option In October 2022, we made a $ 14.1 million equity investment, representing 106.0 million common shares in Tamboran Resources Limited, a publicly traded company on the Australian Securities Exchange Ltd under the ticker "TBN." Tamboran is focused on playing a constructive role in the global energy transition towards a lower carbon future, by developing a significantly low CO 2 gas resource within Australia's Beetaloo Sub-basin.

We believe we have a significant influence, but not control or joint control over the investee, due to several factors, including our ownership percentage (approximately 6.2 percent as of September 30, 2023), operational involvement and role on the investee's board of directors.

Our investment is classified as a long-term equity investment within Investments on our Consolidated Balance Sheet as of September 30, 2023.

We consider this investment to have a readily determinable fair value and have elected to account for this investment using the fair value option with any changes in fair value recognized through net income (loss).

This activity is reported in Gain on investment securities in our Consolidated Statements of Operations.

Equity Securities with Fair Value Option In October 2022, we made a $ 14.1 million equity investment, representing 106.0 million common shares in Tamboran Resources.

In December 2023, all shares of Tamboran Resources were transferred to Tamboran Corp.

in exchange for depository interests in Tamboran Corp.

Depository interests, referred to as CHESS Depository Interests, each representing beneficial interests of 1/200th of a share of Tamboran Corp.

common stock, are listed on the Australian Stock Exchange under the ticker symbol "TBN." Tamboran Corp.

is focused on developing a natural gas resource in Australia's Beetaloo Sub-basin.

On June 4, 2024, the Company entered into a convertible note agreement with Tamboran Corp.

This note was utilized to relieve Tamboran's outstanding accounts receivable balance owed to the Company, and therefore no cash was exchanged as part of the transaction.

The convertible note agreement provided that the notes converted into shares of common stock of Tamboran Corp.

under certain circumstances in connection with an initial public offering in which its stock was listed on the NYSE or NASDAQ Stock Exchange.

On June 26, 2024, Tamboran Corp.

completed an initial public offering of its common stock on the NYSE and its common stock is listed on the NYSE, under the ticker "TBN".

As a result of this offering, the convertible note of $ 9.4 million was converted into 0.5 million common shares in Tamboran Corp.

Our investment is classified as a long-term equity investment within Investments on our Consolidated Balance Sheets and measured at fair value with any gains or losses recognized through net income and recorded within Gain on investment securities on our Consolidated Statements of Operations.

Our shares received in this initial public offering are subject to a 180 -day lockup period.

Consistent with the provisions of ASU No.

2022-03, contractual sale restrictions are not considered in the fair value measurement of our investment in Tamboran Resources Corporation.

We believe we have a significant influence, but not control or joint control over the investee, due to several factors, including our ownership percentage, operational involvement and role on the investee's board of directors.

As of September 30, 2024, our combined equity ownership was approximately 7.2 percent representing 1.0 million common shares in Tamboran Corp.

Under the guidance, Topic 820, Fair Value Measurement, this investment is classified as a Level 1 investment based on the quoted stock price which is publicly available.

During the year ended September 30, 2023, we recognized a loss of $ 4.2 million recorded within Gain (loss) on investment securities on our Consolidated Statements of Operations, as a result of the change in fair value of the investment during the period.

During the year ended September 30, 2024 and 2023, we recognized gains (loss) of $ 1.6 million and $( 4.2 ) million, respectively, recorded within Gain on investment securities on our Consolidated Statements of Operations, as a result of the change in fair value of the investment.

2024 FORM 10-K | 97

Debt Securities During April 2022, the Company made a $ 33.0 million cornerstone investment in Galileo Holdco 2 Limited Technologies ("Galileo Holdco 2"), part of the group of companies known as Galileo Technologies (“Galileo”) in the form of notes with an option to convert into common shares of the parent of Galileo Holdco 2 ("Galileo Parent").

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The convertible note bears interest at 5.0 percent per annum with a maturity date of the earlier of April 2027 or an exit event (as defined in the agreement as either an initial public offering or a sale of Galileo).

During the fiscal year ended September 30, 2023, our convertible note agreement with Galileo was amended to include any interest which has accrued but not yet compounded or issued as a note.

During the fiscal year ended September 30, 2023, our convertible note agreement was amended to include any interest which has accrued but not yet compounded or issued as a note.

As a result, we have included accrued interest in our total investment balance.

We currently do not intend to sell this investment prior to its maturity date or an exit event.

As of September 30, 2023 and 2022, the fair value of the convertible note was approximately equal to the cost basis.

We do not intend to sell this investment prior to its maturity date or an exit event.

During the year ended September 30, 2024, we recorded an allowance for credit loss of $ 10.2 million, as a result of the change in fair value of the investment due to credit related factors.

The loss was recognized through net income and recorded within Gain on investment securities on our Consolidated Statements of Operations.

The following table provides quantitative information about our Level 3 unobservable significant inputs related to our debt security investment with Galileo at the dates included below:

September 30, 2024

Fair Value (in thousands)

(in thousands)

Valuation Technique Unobservable Inputs

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September 30, 2023

Fair Value (in thousands)

(in thousands)

Valuation Technique Unobservable Inputs

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Equity volatility 92.0 %

2023 FORM 10-K | 89

The above significant unobservable inputs are subject to change based on changes in economic and market conditions.

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Accrued interest 1

Transfers in/(out) 2

Total gains or (losses):

Included in earnings 2

( 10,167 ) ( 681 )

Assets at end of period $ 29,294 $ 37,440

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As a result, we have included accrued interest in our total investment balance.

(2) This represents the conversion from debt to equity securities on the Consolidated Balance Sheets as of September 30, 2022.

(3) During the fiscal year ended September 30, 2023, we recorded an allowance for credit loss related to one of our geothermal debt securities as the balance is deemed to be uncollectible.

(2) During the fiscal years ended September 30, 2024 and September 30, 2023, we recorded an allowance for credit loss related to our Galileo investment and one of our geothermal debt securities as the balance is deemed to be uncollectible.

Nonrecurring Fair Value Measurements

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Further details on any changes in valuation of these assets is provided in their respective footnotes.

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Equity Securities

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All of our long-term equity securities are measured using Level 3 unobservable inputs based on the absence of market activity.

The following table reconciles changes in the balance of our equity securities, without readily determinable fair values, for the periods presented below:

The following table reconciles changes in the balance of our equity securities, without readily determinable fair values, including investments that have been subsequently marked to fair value, for the periods presented below:

September 30,

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Purchases 3,870 4,487

Transfers in/(out) 1

Unrealized gain included in earnings — 2,703

Total gains or (losses):

Included in earnings ( 1,396 ) —

Assets at end of period $ 30,090 $ 28,232

(1) This represents the conversion from debt to equity securities on the Consolidated Balance Sheets as of September 30, 2022.

2023 FORM 10-K | 90

Contingent Consideration

Other financial instruments measured using Level 3 unobservable inputs primarily consist of potential earnout payments associated with our business acquisitions in fiscal year 2019.

Contingent consideration is recorded in Accrued liabilities and Other noncurrent liabilities on the Consolidated Balance Sheets based on the expected timing of milestone achievements.

Other financial instruments measured using Level 3 unobservable inputs primarily consist of earnout payments associated with our business acquisition in fiscal year 2019 (for which the measurement period concluded as of June 30, 2024).

Contingent consideration is recorded in Accrued liabilities on the Consolidated Balance Sheets based on the expected timing of milestone achievements.

The following table reconciles changes in the fair value of our Level 3 liabilities for the periods presented below:

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The notes are classified within Level 2 of the fair value hierarchy as they are not actively traded in markets.

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NOTE 14 EMPLOYEE BENEFIT PLANS

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Employee Retirement Plan (“Pension Plan”) to close the Pension Plan to new participants effective October 1, 2003, and reduce benefit accruals for current participants through September 30, 2006, at which time benefit accruals were discontinued and the Pension Plan was frozen.

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The following table provides a reconciliation of the changes in the pension benefit obligations and fair value of Pension Plan assets over the two-year period ended September 30, 2024 and a statement of the funded status as of September 30, 2024 and 2023:

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Interest cost 3,009 3,086

Actuarial gain ( 4,940 ) ( 16,260 )

Actuarial loss (gain)

2,885 ( 4,940 )

Benefits paid ( 3,386 ) ( 3,963 )

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The net pension liability at September 30, 2024 and 2023 was $ 3.6 million and $ 10.9 million, respectively.

Theses liabilities are recorded within other noncurrent liabilities in our Consolidated Balance Sheets.

These liabilities are recorded within other noncurrent liabilities in our Consolidated Balance Sheets.

The net actuarial loss recognized in Accumulated other comprehensive income (loss) at September 30, 2024 and 2023, and not yet reflected in net periodic benefit cost, was $ 7.6 million and $ 10.4 million respectively.

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Expected return on plan assets 4.40 % 4.50 % 4.25 %

We made a voluntary contribution of $ 5.0 million during each fiscal year 2023, 2022, and 2021.

We made a voluntary contribution of $ 6.0 million in fiscal year 2024 and a voluntary contribution $ 5.0 million in both fiscal year 2023 and 2022.

In fiscal year 2025, we do not expect minimum contributions required by law to be needed.

However, we may make contributions in fiscal year 2025 if needed to fund unexpected distributions in lieu of liquidating pension assets.

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Components of the net periodic pension expense were as follows:

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Settlement expense — — 9,031

Other — — ( 81 )

Net pension expense $ 1,541 $ 2,463 $ 11,167

(1) The Company uses the fair value of plan assets in determining the expected return on plan assets.

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We record settlement expense when benefit payments exceed the total annual interest costs.

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Total 100 % 100 % 100 %

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The fair value of Pension Plan assets at September 30, 2024 and 2023, summarized by level within the fair value hierarchy described in Note 13—Fair Value Measurement of Financial Instruments, are as follows:

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Total $ 53,521 $ 53,429 $ — $ 92

2023 FORM 10-K | 93

September 30, 2023

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NOTE 15 SUPPLEMENTAL BALANCE SHEET INFORMATION

The following reflects the activity in our reserve for expected credit losses on trade receivables for fiscal years 2023, 2022 and 2021:

The following reflects the activity in our allowance for expected credit losses on trade receivables for fiscal years 2024, 2023 and 2022:

Year Ended September 30,

(in thousands) 2024 2023 2022

Reserve for credit losses:

Allowance for credit losses:

Balance at October 1, $ 2,688 $ 2,975 $ 2,068

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(in thousands) 2024 2023

Accounts receivable, net of reserve:

Accounts receivable, net of allowance:

Trade receivables $ 418,586 $ 403,091

Income tax receivable 18 1,097

Total accounts receivable, net of reserve $ 404,188 $ 458,713

Total accounts receivable, net of allowance

$ 418,604 $ 404,188

Prepaid expenses and other current assets, net:

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Operating lease liability 16,997 13,772

Litigation and claims

Other 13,473 7,285

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Self-insurance liabilities 41,040 42,285

Contingent liability — 1,272

Deferred revenue 10,123 8,135

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and PDVSA Petroleo, S.A., seeking damages for the seizure of their Venezuelan drilling business in violation of international law and for breach of contract.

While there exists the possibility of realizing a recovery, we are currently unable to determine the timing or amounts we may receive, if any, or the likelihood of recovery.

In May 2018, an employee of our subsidiary, HPIDC, was involved in a car accident in his personal vehicle while not clocked in for work.

The accident resulted in a fatality of a passenger in the other vehicle.

The estate of the victim, his widow and children subsequently brought a lawsuit against the employee and HPIDC in Texas State District Court in January 2020.

In July 2023, the Plaintiff and our insurer agreed on a settlement of $ 19.5 million.

This amount is within our insurance coverage limits, thus we did not incur expenses in excess of our $ 3.0 million deductible.

While there exists the possibility of realizing a recovery on HPIDC's expropriation claims, we are currently unable to determine the timing or amounts we may receive, if any, or the likelihood of recovery.

The Company and its subsidiaries are parties to various other pending legal actions arising in the ordinary course of our business.

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Our drilling services operations are organized into the following reportable operating business segments:

North America Solutions, Offshore Gulf of Mexico and International Solutions.

North America Solutions, International Solutions, and Offshore Gulf of Mexico.

Each reportable operating segment is a strategic business unit that is managed separately, and consolidated revenues and expenses reflect the elimination of all material intercompany transactions.

Our real estate operations, our incubator program for new research and development projects, and our wholly-owned captive insurance companies are included in "Other." External revenues included in “Other” primarily consist of rental income.

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Our real estate operations and our wholly-owned captive insurance companies are included in "Other." External revenues included in “Other” primarily consist of rental income.

Segment Performance

We evaluate segment performance based on income or loss before income taxes which includes:

We evaluate segment performance based on income, segment operating income (loss) before income taxes which includes:

• Revenues from external and internal customers

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• Restructuring charges

but excludes gain on reimbursement of drilling equipment, other (gain) loss on sale of assets, corporate selling, general and administrative costs, corporate depreciation, and corporate restructuring charges.

but excludes acquisition transaction costs, gain on reimbursement of drilling equipment, other (gain) loss on sale of assets, corporate selling, general and administrative costs, corporate depreciation, and corporate restructuring charges.

General and administrative costs are allocated to the segments based primarily on specific identification and, to the extent that such identification is not practical, other methods may be used which we believe to be a reasonable reflection of the utilization of services provided.

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Summarized financial information of our reportable segments for the fiscal years ended September 30, 2024, 2023 and 2022 is shown in the following tables:

September 30, 2024

(in thousands) North America Solutions Offshore Gulf of Mexico International Solutions Other Eliminations Total

(in thousands) North America Solutions International Solutions Offshore Gulf of Mexico Other Eliminations Total

External sales $ 2,445,946 $ 193,975 $ 106,207 $ 10,479 $ — $ 2,756,607

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September 30, 2023

(in thousands) North America Solutions Offshore Gulf of Mexico International Solutions Other Eliminations Total

(in thousands) North America Solutions International Solutions Offshore Gulf of Mexico Other Eliminations Total

External sales $ 2,519,743 $ 212,566 $ 130,244 $ 9,868 $ — $ 2,872,421

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September 30, 2022

(in thousands) North America Solutions Offshore Gulf of Mexico International Solutions Other Eliminations Total

(in thousands) North America Solutions International Solutions Offshore Gulf of Mexico Other Eliminations Total

External sales $ 1,788,167 $ 136,072 $ 125,465 $ 9,240 $ — $ 2,058,944

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Depreciation and amortization 375,250 4,156 9,175 1,701 — 390,282

2023 FORM 10-K | 97

The following table reconciles segment operating income (loss) per the tables above to income (loss) before income taxes as reported on the Consolidated Statements of Operations:

The following table reconciles segment operating income per the tables above to income before income taxes as reported on the Consolidated Statements of Operations:

Year Ended September 30,

(in thousands) 2024 2023 2022

Segment operating income (loss) $ 667,929 $ 151,267 $ ( 303,494 )

Segment operating income

$ 622,042 $ 667,929 $ 151,267

Acquisition transaction costs

( 14,982 ) — —

Gain on reimbursement of drilling equipment 33,309 48,173 29,443

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Corporate selling, general and administrative costs, corporate depreciation and corporate restructuring charges ( 183,331 ) ( 146,197 ) ( 140,850 )

Operating income (loss) 561,889 45,292 ( 428,549 )

Operating income

451,899 561,889 45,292

Other income (expense)

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Total unallocated amounts 29,121 31,490 ( 13,973 )

Income (loss) before income taxes $ 593,379 $ 31,319 $ ( 429,871 )

Income before income taxes

$ 481,020 $ 593,379 $ 31,319

2024 FORM 10-K | 105

The following table reconciles segment total assets to total assets as reported on the Consolidated Balance Sheets:

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North America Solutions $ 3,225,410 $ 3,320,203

Offshore Gulf of Mexico 73,319 80,993

International Solutions 685,833 407,143

Offshore Gulf of Mexico 73,119 73,319

Other 157,877 154,290

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Argentina 142,451 137,420 91,385

Colombia 46,720 22,003 1,674

Bahrain 17,990 15,401 16,986

United Arab Emirates 9,716 5,698 957

Australia 14,112 3,350 —

United Arab Emirates 10,165 9,716 5,698

9,254 46,720 22,003

Other foreign 3,821 3,197 2,846

Total $ 2,756,607 $ 2,872,421 $ 2,058,944

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The following table presents property, plant and equipment by country based on the location of service provided:

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United States $ 2,752,325 $ 2,813,707

Argentina 57,168 54,789

Colombia 20,835 21,809

Australia 10,673 —

Saudi Arabia 1

62,533 57,168

19,243 20,835

United Arab Emirates

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Total $ 3,016,277 $ 2,921,695

(1) We commenced operations in Saudi Arabia in the first quarter of fiscal 2025.

NOTE 18 SUBSEQUENT EVENTS

On October 17, 2023, the Board of Directors of the Company declared a quarterly cash supplemental dividend of $ 0.17 per share on the Company’s common stock, payable on December 4, 2023, to stockholders of record at the close of business on November 20, 2023.

The payable date and record date of this supplemental dividend coincides with the dates applicable to the Company’s base dividend of $ 0.25 per share, which was declared on September 6, 2023.

As previously disclosed in Note 13—Fair Value Measurement of Financial Instruments, we made a $ 100.0 million cornerstone investment in ADNOC Drilling for 159.7 million shares of ADNOC Drilling (the “Shares”).

In October 2024, we sold the Shares for aggregate proceeds of approximately $ 197.3 million.

The Company intends to use the proceeds from the sale of the Shares to fund a portion of the Acquisition.

As previously disclosed in Note 6—Debt, in July 2024 we entered into an unsecured 364 -day bridge loan facility in an aggregate principal amount of approximately $ 2.0 billion with MSSF.

As of September 30, 2024, approximately $ 1.4 million in commitment fees were deferred and included in Prepaid assets and other, net within the Consolidated Balance Sheet.

Upon termination of the facility, the remaining commitment fees of approximately $ 1.4 million will be recognized in Interest expense during the first fiscal quarter of 2025.

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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 8. Financial Statements and Supplementary Data