Helmerich & Payne, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS HELMERICH & PAYNE, INC. UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS December 31, September 30, (in thousands except share data) 2024 2024 ASSETS Current Assets: Cash and cash equivalents $ 391,179 $ 217,341 Restricted cash 73,216 68,902 Short-term investments 135,317 292,919 Accounts receivable, net of allowance of $ 2,720 and $ 2,977 , respectively 426,933 418,604 Inventories of materials and supplies, net 127,288 117,884 Prepaid expenses and other, net 70,898 76,419 Total current assets 1,224,831 1,192,069 Investments, net 101,652 100,567 Property, plant and equipment, net 3,009,360 3,016,277 Other Noncurrent Assets: Goodwill 45,653 45,653 Intangible assets, net 52,547 54,147 Operating lease right-of-use assets 67,510 67,076 Restricted cash 1,242,124 1,242,417 Other assets, net 72,944 63,692 Total other noncurrent assets 1,480,778 1,472,985 Total assets $ 5,816,621 $ 5,781,898 LIABILITIES & SHAREHOLDERS' EQUITY Current Liabilities: Accounts payable $ 148,752 $ 135,084 Dividends payable 25,154 25,024 Accrued liabilities 261,807 286,841 Total current liabilities 435,713 446,949 Noncurrent Liabilities: Long-term debt, net 1,781,674 1,782,182 Deferred income taxes 485,682 495,481 Other 166,771 140,134 Total noncurrent liabilities 2,434,127 2,417,797 Commitments and Contingencies (Note 12) Shareholders' Equity: Common stock, $ 0.10 par value, 160,000,000 shares authorized, 112,222,865 shares issued as of December 31, 2024 and September 30, 2024, and 99,186,843 and 98,755,412 shares outstanding as of December 31, 2024 and September 30, 2024, respectively 11,222 11,222 Preferred stock, no par value, 1,000,000 shares authorized, no shares issued — — Additional paid-in capital 501,516 518,083 Retained earnings 2,913,211 2,883,590 Accumulated other comprehensive loss ( 5,987 ) ( 6,350 ) Treasury stock, at cost, 13,036,022 shares and 13,467,453 shares as of December 31, 2024 and September 30, 2024, respectively ( 473,181 ) ( 489,393 ) Total shareholders’ equity 2,946,781 2,917,152 Total liabilities and shareholders' equity $ 5,816,621 $ 5,781,898 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. Q1 FY25 FORM 10-Q | 3 Table of Contents HELMERICH & PAYNE, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS Three Months Ended December 31, (in thousands, except per share amounts) 2024 2023 OPERATING REVENUES Drilling services $ 674,613 $ 674,565 Other 2,689 2,582 677,302 677,147 OPERATING COSTS AND EXPENSES Drilling services operating expenses, excluding depreciation and amortization 411,857 403,303 Other operating expenses 1,156 1,137 Depreciation and amortization 99,080 93,991 Research and development 9,359 8,608 Selling, general and administrative 63,062 56,577 Acquisition transaction costs 10,535 — Gain on reimbursement of drilling equipment ( 9,403 ) ( 7,494 ) Other (gain) loss on sale of assets 1,673 ( 2,443 ) 587,319 553,679 OPERATING INCOME 89,983 123,468 Other income (expense) Interest and dividend income 21,741 10,734 Interest expense ( 22,298 ) ( 4,372 ) Loss on investment securities ( 13,367 ) ( 4,034 ) Other 360 ( 543 ) ( 13,564 ) 1,785 Income before income taxes 76,419 125,253 Income tax expense 21,647 30,080 NET INCOME $ 54,772 $ 95,173 Basic earnings per common share $ 0.55 $ 0.95 Diluted earnings per common share: $ 0.54 $ 0.94 Weighted average shares outstanding: Basic 98,867 99,143 Diluted 99,159 99,628 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. Q1 FY25 FORM 10-Q | 4 Table of Contents HELMERICH & PAYNE, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Three Months Ended December 31, (in thousands) 2024 2023 Net income $ 54,772 $ 95,173 Other comprehensive income, net of income taxes: Net change related to employee benefit plans, net of income taxes of $( 15.7 ) thousand and $( 39.5 ) thousand for the three months ended December 31, 2024 and 2023, respectively 54 134 Unrealized gain on available-for-sale debt security, net of income taxes of $( 91.0 ) thousand for the three months ended December 31, 2024 309 — Other comprehensive income 363 134 Comprehensive income $ 55,135 $ 95,307 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. Q1 FY25 FORM 10-Q | 5 Table of Contents HELMERICH & PAYNE, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY Three Months Ended December 31, 2024 Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock (in thousands, except per share amounts) Shares Amount Shares Amount Total Balance at September 30, 2024 112,222 $ 11,222 $ 518,083 $ 2,883,590 $ ( 6,350 ) 13,467 $ ( 489,393 ) $ 2,917,152 Comprehensive income: Net income — — — 54,772 — — — 54,772 Other comprehensive income — — — — 363 — — 363 Dividends declared ($ 0.25 per share) — — — ( 25,151 ) — — — ( 25,151 ) Vesting of restricted stock awards, net of shares withheld for employee taxes — — ( 23,125 ) — — ( 431 ) 16,212 ( 6,913 ) Stock-based compensation — — 6,851 — — — — 6,851 Other — — ( 293 ) — — — — ( 293 ) Balance at December 31, 2024 112,222 $ 11,222 $ 501,516 $ 2,913,211 $ ( 5,987 ) 13,036 $ ( 473,181 ) $ 2,946,781 Three Months Ended December 31, 2023 Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock (in thousands, except per share amounts) Shares Amount Shares Amount Total Balance at September 30, 2023 112,222 $ 11,222 $ 525,369 $ 2,707,715 $ ( 7,981 ) 12,796 $ ( 464,382 ) $ 2,771,943 Comprehensive income: Net income — — — 95,173 — — — 95,173 Other comprehensive income — — — — 134 — — 134 Dividends declared ($ 0.25 base per share, $ 0.34 supplemental per share) — — — ( 59,094 ) — — — ( 59,094 ) Vesting of restricted stock awards, net of shares withheld for employee taxes — — ( 26,661 ) — — ( 495 ) 17,841 ( 8,820 ) Stock-based compensation — — 7,672 — — — — 7,672 Share repurchases — — — — — 1,298 ( 47,654 ) ( 47,654 ) Other — — 292 — — — — 292 Balance at December 31, 2023 112,222 $ 11,222 $ 506,672 $ 2,743,794 $ ( 7,847 ) 13,599 $ ( 494,195 ) $ 2,759,646 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. Q1 FY25 FORM 10-Q | 6 Table of Contents HELMERICH & PAYNE, INC. UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Three Months Ended December 31, (in thousands) 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 54,772 $ 95,173 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 99,080 93,991 Amortization of debt discount and debt issuance costs 2,390 148 Stock-based compensation 6,851 7,672 Loss on investment securities 13,367 4,034 Gain on reimbursement of drilling equipment ( 9,403 ) ( 7,494 ) Other (gain) loss on sale of assets 1,673 ( 2,443 ) Deferred income tax benefit ( 9,923 ) ( 7,829 ) Other ( 381 ) 305 Change in assets and liabilities Accounts receivable ( 6,404 ) ( 28,931 ) Inventories of materials and supplies ( 9,500 ) ( 7,191 ) Prepaid expenses and other 1,034 ( 8,404 ) Other noncurrent assets ( 7,933 ) ( 1,150 ) Accounts payable 4,492 23,865 Accrued liabilities 8,915 19,022 Other noncurrent liabilities 9,328 ( 5,970 ) Net cash provided by operating activities 158,358 174,798 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ( 106,485 ) ( 136,411 ) Purchase of short-term investments ( 95,956 ) ( 46,250 ) Purchase of long-term investments ( 646 ) ( 291 ) Proceeds from sale of short-term investments 242,920 57,956 Insurance proceeds from involuntary conversion 698 — Proceeds from asset sales 12,120 11,929 Net cash provided by (used in) investing activities 52,651 ( 113,067 ) CASH FLOWS FROM FINANCING ACTIVITIES: Dividends paid ( 25,021 ) ( 42,294 ) Debt issuance costs ( 1,216 ) — Payments for employee taxes on net settlement of equity awards ( 6,913 ) ( 8,820 ) Payment of contingent consideration from acquisition of business — ( 250 ) Share repurchases — ( 47,364 ) Net cash used in financing activities ( 33,150 ) ( 98,728 ) Net increase (decrease) in cash and cash equivalents and restricted cash 177,859 ( 36,997 ) Cash and cash equivalents and restricted cash, beginning of period 1,528,660 316,238 Cash and cash equivalents and restricted cash, end of period $ 1,706,519 $ 279,241 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid/(received) during the period: Interest paid $ — $ 927 Income tax paid 4,284 5,960 Income tax received — — Cash paid for amounts included in the measurement of lease liabilities: Payments for operating leases 3,822 3,262 Non-cash operating and investing activities: Change in accounts payable and accrued liabilities related to purchases of property, plant and equipment 12,422 ( 7,611 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. Q1 FY25 FORM 10-Q | 7 Table of Contents HELMERICH & PAYNE, INC. NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 NATURE OF OPERATIONS Helmerich & Payne, Inc. (“H&P,” which, together with its subsidiaries, is identified as the “Company,” “we,” “us,” or “our,” except where stated or the context requires otherwise) through its operating subsidiaries provides performance-driven drilling solutions and technologies that are intended to make hydrocarbon recovery safer and more economical for oil and gas exploration and production companies. Our drilling services operations are organized into the following reportable operating business segments: North America Solutions, International Solutions and Offshore Gulf of Mexico. Our real estate operations and our wholly-owned captive insurance companies are included in "Other." Refer to Note 13—Business Segments and Geographic Information for further details on our reportable segments. Our North America Solutions operations are primarily located in Texas, but also traditionally operate in other states, depending on demand. Such states include: Colorado, Louisiana, Montana, New Mexico, North Dakota, Ohio, Oklahoma, Pennsylvania, Utah, and West Virginia. Our International Solutions operations have rigs and/or services primarily located in five international locations: Argentina, Australia, Bahrain, Colombia, and Saudi Arabia. Our Offshore Gulf of Mexico operations are conducted in Louisiana and in U.S. federal waters in the Gulf of Mexico. We also own and operate a limited number of commercial real estate properties located in Tulsa, Oklahoma. Our real estate investments include a shopping center and undeveloped real estate. KCA Deutag Acquisition On January 16, 2025 (the “Closing Date”), H&P completed its acquisition of the entire issued share capital (the "Acquisition") of KCA Deutag International Limited (KCA Deutag") pursuant to the Sale and Purchase Agreement (the "Purchase Agreement"). H&P paid aggregate cash consideration of approximately $ 2.0 billion, which consisted of the share purchase price of $ 0.9 billion and $ 1.1 billion which was used to contemporaneously repay or redeem certain of KCA Deutag existing debt, including, as applicable, the payment of all accrued and unpaid interest, premiums, and fees. For additional information regarding the completion of the Acquisition, refer to Note 14—Subsequent Events. 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 Interim Financial Information The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) pertaining to interim financial information. Accordingly, these interim financial statements do not include all information or footnote disclosures required by U.S. GAAP for complete financial statements and, therefore, should be read in conjunction with the Consolidated Financial Statements and notes thereto in our 2024 Annual Report on Form 10-K and other current filings with the SEC. In the opinion of management, all adjustments, consisting of those of a normal recurring nature, necessary to present fairly the results of the periods presented have been included. The results of operations for the interim periods presented may not necessarily be indicative of the results to be expected for the full year. Q1 FY25 FORM 10-Q | 8 Table of Contents Principles of Consolidation The Unaudited Condensed Consolidated Financial Statements include the accounts of H&P and its domestic and foreign subsidiaries. Consolidation of a subsidiary begins when the Company gains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income, expenses and other comprehensive income or loss of a subsidiary acquired or disposed of during the fiscal year are included in the Unaudited Condensed Consolidated Statements of Operations and Unaudited Condensed Consolidated Statements of Comprehensive Income from the date the Company gains control until the date when the Company ceases to control the subsidiary. All intercompany accounts and transactions have been eliminated upon consolidation. Cash, Cash Equivalents, and Restricted Cash Cash and cash equivalents include cash on hand, demand deposits with banks and all highly liquid investments with original maturities of three months or less. Our cash, cash equivalents and short-term investments are subject to potential credit risk, and certain of our cash accounts carry balances greater than the federally insured limits. We recorded restricted cash of $ 1.3 billion and $ 65.1 million at December 31, 2024 and 2023, respectively, and $ 1.3 billion and $ 59.1 million at September 30, 2024 and 2023, respectively. Of the total at December 31, 2024 and September 30, 2024, $ 1.2 billion represents net proceeds from senior notes issued in fiscal year 2024 to finance the purchase price of the Acquisition and to repay certain of KCA Deutag's outstanding indebtedness, and $ 73.2 million and $ 68.9 million represents the amount management has elected to restrict for the purpose of potential insurance claims in our wholly-owned captive insurance companies at December 31, 2024 and September 30, 2024 respectively. The restricted amounts are primarily invested in short-term money market securities. Subsequent to December 31, 2024, $ 1.2 billion of restricted cash was used to fund the Acquisition. For additional information regarding the completion of the Acquisition, refer to Note 14—Subsequent Events. Cash, cash equivalents, and restricted cash are reflected on the Unaudited Condensed Consolidated Balance Sheets as follows: December 31, September 30, (in thousands) 2024 2023 2024 2023 Cash and cash equivalents $ 391,179 $ 214,104 $ 217,341 $ 257,174 Restricted cash 73,216 65,137 68,902 59,064 Restricted cash - long-term: Other assets, net 1,242,124 — 1,242,417 — Total cash, cash equivalents, and restricted cash $ 1,706,519 $ 279,241 $ 1,528,660 $ 316,238 Related Party Transactions In October 2022, we made a $ 14.1 million equity investment, representing 106.0 million common shares in Tamboran Resources Limited ("Tamboran Resources"). In December 2023, all shares of Tamboran Resources were transferred to Tamboran Corp. in exchange for depository interests in Tamboran Corp. Depository interests, referred to as CHESS Depository Interests, each representing beneficial interests of 1/200th of a share of Tamboran Corp. common stock, are listed on the Australian Stock Exchange under the ticker symbol "TBN." Tamboran Corp. is focused on developing a natural gas resource in Australia's Beetaloo Sub-basin. On June 4, 2024, the Company entered into a convertible note agreement with Tamboran Corp. This note was utilized to relieve Tamboran's outstanding accounts receivable balance owed to the Company, and therefore no cash was exchanged as part of the transaction. The convertible note agreement provided that the notes converted into shares of common stock of Tamboran Corp. under certain circumstances in connection with an initial public offering in which its stock was listed on the New York Stock Exchange ("NYSE") or NASDAQ Stock Exchange. On June 26, 2024, Tamboran Corp. completed an initial public offering of its common stock on the NYSE and its common stock is listed on the NYSE, under the ticker "TBN". As a result of this offering, the convertible note of $ 9.4 million was converted into 0.5 million common shares in Tamboran Corp. Additionally and separately, one of our executive officers serves as a director of Tamboran Corp. Refer to Note 11—Fair Value Measurement of Financial Instruments for additional information related to our investment. Concurrent with the October 2022 investment agreement, we entered into a fixed-term drilling services agreement with Tamboran Resources. As of December 31, 2024, we recorded $ 1.0 million in receivables and $ 3.4 million in contract liabilities on our Unaudited Condensed Consolidated Balance Sheet. As of September 30, 2024, we recorded $ 5.0 million in receivables and $ 3.9 million in contract liabilities on our Consolidated Balance Sheet. We recognized $ 4.8 million and $ 4.3 million in revenue on our Unaudited Condensed Consolidated Statement of Operations during the three months ended December 31, 2024, and 2023 respectively, related to the drilling services agreement with Tamboran Resources. We expect to earn $ 35.0 million in revenue over the remaining contract term, and, as such, this amount is included within our contract backlog as of December 31, 2024. Q1 FY25 FORM 10-Q | 9 Table of Contents Recently Issued Accounting Updates Changes to U.S. GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates ("ASUs") to the FASB Accounting Standards Codification ("ASC"). We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable, clarifications of ASUs listed below, immaterial, or already adopted by the Company. The following table provides a brief description of recently adopted accounting pronouncements and our analysis of the effects on our Unaudited Condensed Consolidated Financial Statements: Standard Description Date of Adoption Effect on the Financial Statements or Other Significant Matters Standards that are not yet adopted as of December 31, 2024 ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The amendments in this update enhance annual and interim disclosure requirements, determine significant segment expense, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. This update is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024. September 30, 2025 We plan to adopt this ASU, as required, during fiscal year 2025, with the first disclosure enhancements reflected in our Form 10-K. We are currently evaluating the impact this ASU will have on our disclosures. ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax 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. September 30, 2026 We plan to adopt this ASU, as required, during fiscal year 2026, with the first disclosure enhancements reflected in our fiscal year 2026 Form 10-K. We are currently evaluating the impact this ASU will have on our disclosures. ASU No. 2024-03, Income Statement -- Reporting Comprehensive Income -- Expense Disaggregation Disclosure (Subtopic 220-40) This ASU enhances disclosure requirements for certain costs and expenses. The amendments in this update enhance annual and interim disclosure requirements, certain liability-related expenses, expense reimbursements related to a cost-sharing or cost-reimbursement arrangement with another entity, and the disaggregation of relevant expense captions. This update gives entities the ability to use estimates or other methods that produce a reasonable approximation of the amounts required to be disclosed. This update is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. Upon adoption, the amendments shall be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this Update or (2) retrospectively to any or all prior periods presented in the financial statements. September 30, 2028 We plan to adopt this ASU, as required, during fiscal year 2028 with the first disclosure enhancements reflected in our 2028 fiscal year Form 10-K. We are currently evaluating the impact the new guidance may have on our consolidated financial statements and disclosures. Q1 FY25 FORM 10-Q | 10 Table of Contents Self-Insurance We continue to use our captive insurance companies to insure the deductibles for our domestic workers’ compensation, general liability, automobile liability claims programs, and medical stop-loss program and to insure the deductibles from the Company's international casualty and property programs. Our operating subsidiaries are paying premiums to the Captives, typically on a monthly basis, for the estimated losses based on an external actuarial analysis. These premiums are currently held in a restricted cash account, resulting in a transfer of risk from our operating subsidiaries to the Captives. Direct operating costs primarily consisted of adjustments to accruals for estimated losses of $ 3.9 million and $ 3.5 million and rig and casualty insurance premiums of $ 10.5 million and $ 9.1 million during the three months ended December 31, 2024 and 2023, respectively. These operating costs were recorded within Drilling services operating expenses in our Unaudited Condensed Consolidated Statement of Operations. Intercompany premium revenues recorded by the Captives during the three months ended December 31, 2024 and 2023 amounted to $ 16.6 million and $ 15.2 million, respectively, which were eliminated upon consolidation. These intercompany insurance premiums are reflected as segment operating expenses within the North America Solutions, International Solutions, and Offshore Gulf of Mexico reportable operating segments and are reflected as intersegment sales within "Other." Our medical stop loss operating expenses for the three months ended December 31, 2024 and 2023 were $ 5.2 million and $ 4.1 million, respectively. International Solutions Drilling Risks International Solutions drilling operations may significantly contribute to our revenues and net operating income. There can be no assurance that we will be able to successfully conduct such operations, and a failure to do so may have an adverse effect on our financial position, results of operations, and cash flows. Also, the success of our International Solutions operations will be subject to numerous contingencies, some of which are beyond management’s control. These contingencies include general and regional economic conditions, geopolitical developments and tensions, war and uncertainty in oil-producing countries, fluctuations in currency exchange rates, modified exchange controls, changes in international regulatory requirements and international employment issues, risk of expropriation of real and personal property and the burden of complying with foreign laws. Additionally, in the event that extended labor strikes occur or a country experiences significant political, economic or social instability, we could experience shortages in labor and/or material and supplies necessary to operate some of our drilling rigs, thereby potentially causing an adverse material effect on our business, financial condition and results of operations. We have also experienced certain risks specific to our Argentine operations. In Argentina, while our dayrate is denominated in U.S. dollars, we are paid the equivalent in Argentine pesos. The Argentine branch of one of our second-tier subsidiaries remits U.S. dollars to its U.S. parent by converting the Argentine pesos into U.S. dollars through the Argentine Foreign Exchange Market and repatriating the U.S. dollars. Argentina also has a history of implementing currency controls that restrict the conversion and repatriation of U.S. dollars. In September 2020, Argentina implemented additional currency controls in an effort to preserve Argentina's U.S. dollar reserves. As a result of these currency controls, our ability to remit funds from our Argentine subsidiary to its U.S. parent has been limited. In the past, the Argentine government has also instituted price controls on crude oil, diesel and gasoline prices and instituted an exchange rate freeze in connection with those prices. These price controls and an exchange rate freeze could be instituted again in the future. Further, there are additional concerns regarding Argentina's debt burden, notwithstanding Argentina's restructuring deal with international bondholders in August 2020, as Argentina attempts to manage its substantial sovereign debt issues. These concerns could further negatively impact Argentina's economy and adversely affect our Argentine operations. Argentina’s economy is considered highly inflationary, which is defined as cumulative inflation rates exceeding 100 percent in the most recent three-year period based on inflation data published by the respective governments. All of our foreign subsidiaries use the U.S. dollar as the functional currency and local currency monetary assets and liabilities are remeasured into U.S. dollars with gains and losses resulting from foreign currency transactions included in current results of operations. We recorded aggregate foreign currency losses of $ 0.9 million and $ 1.8 million for the three months ended December 31, 2024 and 2023, respectively. Following Argentina's devaluation of i ts peso relative to the U.S. dollar by approximately 55 percent in December 2023, the peso continued to depreciate during the calendar year 2024. In the future, we may incur larger currency devaluations, foreign exchange restrictions or other difficulties repatriating U.S. dollars from Argentina or elsewhere, which could have a material adverse impact on our business, financial condition and results of operations. Because of the impact of local laws, our future operations in certain areas may be conducted through entities in which local citizens own interests and through entities (including joint ventures) in which we hold only a minority interest or pursuant to arrangements under which we conduct operations under contract to local entities. While we believe that neither operating through such entities nor pursuant to such arrangements would have a material adverse effect on our operations or revenues, there can be no assurance that we will in all cases be able to structure or restructure our operations to conform to local law (or the administration thereof) on terms acc eptable to us. Q1 FY25 FORM 10-Q | 11 Table of Contents Although we attempt to minimize the potential impact of such risks by operating in more than one geographical area, during the three months ended December 31, 2024, approximately 7.2 percent of our operating revenues were generated from international locations compared to 8.2 percent during the three months ended December 31, 2023, respectively. During the three months ended December 31, 2024, approximately 71.3 percent of operating revenues from international locations were from operations in South America compared to 78.5 percent during the three months ended December 31, 2023, respectively. All of the South American operating revenues were from Argentina and Colombia. The future occurrence of one or more international events arising from the types of risks described above could have a material adverse impact on our business, financial condition and results of operations . NOTE 3 PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment as of December 31, 2024 and September 30, 2024 consisted of the following: (in thousands) Estimated Useful Lives December 31, 2024 September 30, 2024 Drilling services equipment 4 - 15 years $ 6,713,200 $ 6,671,975 Tubulars 4 years 539,876 552,773 Real estate properties 10 - 45 years 49,061 48,617 Other 2 - 23 years 465,604 460,857 Construction in progress 1 132,367 106,183 7,900,108 7,840,405 Accumulated depreciation ( 4,890,748 ) ( 4,824,128 ) Property, plant and equipment, net $ 3,009,360 $ 3,016,277 (1) Included in construction in progress are costs for projects in progress to upgrade or refurbish certain rigs in our existing fleet. Additionally, we include other advances for capital maintenance purchase-orders that are open/in process. As these various projects are completed, the costs are then classified to their appropriate useful life category. Depreciation Depreciation expense during the three months ended December 31, 2024 and 2023 was $ 97.0 million and $ 92.4 million, including abandonments of $ 0.7 million and $ 0.5 million, respectively. During the three months ended December 31, 2024, depreciation expense included $ 1.2 million of accelerated depreciation for components on rigs that are scheduled for conversion in fiscal year 2025 compared to $ 0.9 million in the three months ended December 31, 2023. These expenses are recorded within Depreciation and amortization on our Unaudited Condensed Consolidated Statements of Operations. Gain on Reimbursement of Drilling Equipment We recognized a gain of $ 9.4 million and $ 7.5 million during the three months ended December 31, 2024 and 2023, respectively, related to customer reimbursement for the current replacement value of lost or damaged drill pipe. Gains related to these asset sales are recorded in Gain on reimbursement of drilling equipment within our Unaudited Condensed Consolidated Statements of Operations. Q1 FY25 FORM 10-Q | 12 Table of Contents NOTE 4 GOODWILL AND INTANGIBLE ASSETS Goodwill Goodwill represents the excess of the purchase price over the fair values of the assets acquired and liabilities assumed in a business combination, at the date of acquisition. 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, or when indications of potential impairment exist. All of our goodwill is within our North America Solutions reportable segment. During the three months ended December 31, 2024, there were no additions or impairments to goodwill. As of December 31, 2024 and September 30, 2024, the goodwill balance was $ 45.7 million . 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. Our intangible assets are within our North America Solutions reportable segment and consist of the following: December 31, 2024 September 30, 2024 (in thousands) Weighted Average Estimated Useful Lives Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Finite-lived intangible asset: Developed technology 15 years $ 89,096 $ 41,536 $ 47,560 $ 89,096 $ 40,047 $ 49,049 Intellectual property 13 years 2,000 702 1,298 2,000 662 1,338 Trade name 20 years 5,865 2,176 3,689 5,865 2,105 3,760 $ 96,961 $ 44,414 $ 52,547 $ 96,961 $ 42,814 $ 54,147 Amortization expense in the Unaudited Condensed Consolidated Statements of Operations was $ 1.6 million for the three months ended December 31, 2024 and 2023, respectively. NOTE 5 DEBT As of December 31, 2024 and September 30, 2024, we had the following unsecured long-term debt outstanding with maturity shown in the following table: December 31, 2024 September 30, 2024 (in thousands) Face Amount Unamortized Discount and Debt Issuance Cost Book Value Face Amount Unamortized Discount and Debt Issuance Cost Book Value Unsecured senior notes: Due December 1, 2027 $ 350,000 $ ( 3,066 ) $ 346,934 $ 350,000 $ ( 2,907 ) $ 347,093 Due December 1, 2029 350,000 ( 3,932 ) 346,068 350,000 ( 3,703 ) 346,297 Due September 29, 2031 550,000 ( 4,112 ) 545,888 550,000 ( 4,262 ) 545,738 Due December 1, 2034 550,000 ( 7,216 ) 542,784 550,000 ( 6,946 ) 543,054 Long-term debt $ 1,800,000 $ ( 18,326 ) $ 1,781,674 $ 1,800,000 $ ( 17,818 ) $ 1,782,182 Q1 FY25 FORM 10-Q | 13 Table of Contents Senior Notes Issued in Fiscal Year 2024 On September 17, 2024, we completed a private offering of $ 1.25 billion aggregate principal amount of senior notes, comprised of the following tranches (collectively, the "Notes"): $ 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. Interest on the Notes is payable semi-annually on June 1 and December 1 of each year, commencing on June 1, 2025. On January 16, 2025, H&P completed the Acquisition, and the Company used the net proceeds of the Notes, together with the proceeds of its term loan credit agreement (discussed below) and cash on hand, to finance the purchase price for the Acquisition, to repay or redeem certain of KCA Deutag’s outstanding indebtedness, and to pay related fees and expenses. For additional information regarding the completion of the Acquisition, refer to Note 14—Subsequent Events. The net proceeds reduced the commitments under the Company’s Bridge Loan Facility (discussed herein) for purposes of financing 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 (the "Registration Rights Agreement'), 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; and consolidate, merge or transfer all or substantially all of the assets of the Company. The indenture governing the Notes also contains customary events of default with respect to the Notes. 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 Registered Exchange Offer. The indenture governing the 2031 Notes contains certain covenants that, among other things and subject to certain exceptions, limit the ability of the Company and its subsidiaries to incur certain liens; engage in sale and lease-back transactions; and consolidate, merge or transfer all or substantially all of the assets of the Company. The indenture governing the 2031 Notes also contains customary events of default with respect to the 2031 Notes. Term Loan Credit Agreement On August 14, 2024, the Company entered into a unsecured term loan credit agreement (the "Term Loan Credit Agreement"), dated as of August 14, 2024, among the Company, Morgan Stanley Senior Funding, Inc. (“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 herein) 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. Q1 FY25 FORM 10-Q | 14 Table of Contents The benchmark rate is the Secured Overnight Financing Rate ("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 1.0 percent to 1.625 percent per annum and zero to 0.625 percent per annum, respectively. 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 December 31, 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 December 31, 2024. On January 16, 2025, H&P completed the Acquisition, and the Company used the proceeds from the Term Loan Credit Agreement, together with the net proceeds from the sale of the Notes and cash on hand, to finance the purchase price for the Acquisition, to repay or redeem certain of KCA Deutag's outstanding indebtedness, and to pay related fees and expenses. For additional information regarding the completion of the Acquisition, refer to Note 14—Subsequent Events. 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 would, if drawn, be 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 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, we recognized the remaining $ 1.4 million of commitment fees within Interest expense on the Unaudited Condensed Consolidated Statement of Operations during the three months ended December 31, 2024. Revolving Credit Facility On August 14, 2024, the Company entered into an Amended and Restated Credit Agreement (the "Amended Credit Facility") with the lenders party thereto (the "Revolving Credit Agreement Lenders"), the issuing lenders party thereto and Wells Fargo, National Association ("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. Q1 FY25 FORM 10-Q | 15 Table of Contents 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 December 31, 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 December 31, 2024, there were no borrowings or letters of credit outstanding, leaving $ 950.0 million available to borrow under the Amended Credit Facility. As of December 31, 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. Of the $ 160.0 million, $ 47.2 million was outstanding as of December 31, 2024. Separately, we had $ 5.0 million in standby letters of credit and bank guarantees outstanding. In total, we had $ 52.2 million outstanding as of December 31, 2024. The applicable agreements for all unsecured debt contain additional terms, conditions and restrictions that we believe are usual and customary in unsecured debt arrangements for companies that are similar in size and credit quality. At December 31, 2024, we were in compliance with all debt covenants. NOTE 6 INCOME TAXES We use an estimated annual effective tax rate for purposes of determining the income tax provision during interim reporting periods. In calculating our estimated annual effective tax rate, we consider forecasted annual pre-tax income and estimated permanent book versus tax differences. Adjustments to the effective tax rate and estimates could occur during the year as information and assumptions change which could include, but are not limited to, changes to the forecasted amounts, estimates of permanent book versus tax differences, and changes to tax laws and rates. Our income tax expense from continuing operations for the three months ended December 31, 2024 and 2023 was $ 21.6 million and $ 30.1 million, respectively, resulting in effective tax rates of 28.3 percent and 24.0 percent, respectively. Effective tax rates differ from the U.S. federal statutory rate of 21.0 percent for the three months ended December 31, 2024 and 2023 primarily due to state and foreign income taxes, permanent non-deductible items, and discrete adjustments. The discrete adjustments for the three months ended December 31, 2024 and 2023 are primarily due to tax expense (benefit) related to equity compensation of $ 0.7 million and $( 0.9 ) million, respectively. As of December 31, 2024, we have recorded unrecognized tax benefits and related interest and penalties of approximately $ 0.6 million. We cannot predict with certainty if we will achieve ultimate resolution of any additional uncertain tax positions associated with our U.S. and international operations resulting in any additional material increases or decreases of our unrecognized tax benefits for the next twelve months. NOTE 7 SHAREHOLDERS’ EQUITY The Company has an evergreen authorization from the Board of Directors ("the Board") for the repurchase of up to four million common shares in any calendar year. The repurchases are made using our cash and cash equivalents or other available sources and are held as treasury shares on our Unaudited Condensed Consolidated Balance Sheets. We did not make any share repurchases during the three months ended December 31, 2024. We repurchased 1.3 million common shares at an aggregate cost of $ 47.7 million, including excise tax of $ 0.3 million during the three months ended December 31, 2023. A cash dividend of $ 0.25 per share was declared on December 11, 2024 for shareholders of record on February 14, 2025, payable on February 28, 2025. As a result, we recorded a Dividend payable of $ 25.2 million on our Unaudited Condensed Consolidated Balance Sheet as of December 31, 2024. Q1 FY25 FORM 10-Q | 16 Table of Contents Accumulated Other Comprehensive Loss Components of accumulated other comprehensive loss were as follows: December 31, September 30, (in thousands) 2024 2024 Pre-tax amounts: Unrealized pension actuarial loss $ ( 7,563 ) $ ( 7,632 ) Unrealized loss on available-for-sale debt security ( 262 ) ( 662 ) $ ( 7,825 ) $ ( 8,294 ) After-tax amounts: Unrealized pension actuarial loss $ ( 5,784 ) $ ( 5,838 ) Unrealized loss on available-for-sale debt security ( 203 ) ( 512 ) $ ( 5,987 ) $ ( 6,350 ) 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. The following is a summary of the changes in accumulated other comprehensive loss, net of tax, for the three months ended December 31, 2024: Three Months Ended December 31, 2024 (in thousands) Unrealized Loss on Available-for-Sale Securities Defined Benefit Pension Plan Total Balance at beginning of period $ ( 512 ) $ ( 5,838 ) $ ( 6,350 ) Other comprehensive income before reclassifications 309 — 309 Amounts reclassified from accumulated other comprehensive loss — 54 54 Net current-period other comprehensive income 309 54 363 Balance at December 31 $ ( 203 ) $ ( 5,784 ) $ ( 5,987 ) NOTE 8 REVENUE FROM CONTRACTS WITH CUSTOMERS Drilling Services Revenue The majority of our drilling services are performed on a “daywork” contract basis, under which we charge a rate per day, with the price determined by the location, depth and complexity of the well to be drilled, operating conditions, the duration of the contract, and the competitive forces of the market. These drilling services, including our technology solutions, represent a series of distinct daily services that are substantially the same, with the same pattern of transfer to the customer. Because our customers benefit equally throughout the service period and our efforts in providing drilling services are incurred relatively evenly over the period of performance, revenue is recognized over time using a time-based input measure as we provide services to the customer. For any contracts that include a provision for pooled term days at contract inception, followed by the assignment of days to specific rigs throughout the contract term, we have elected, as a practical expedient, to recognize revenue in the amount for which the entity has a right to invoice, as permitted by ASC 606. Performance-based contracts are contracts pursuant to which we are compensated partly based upon our performance against a mutually agreed upon set of predetermined targets. These types of contracts are relatively new to the industry and typically have a lower base dayrate, but give us the opportunity to receive additional compensation by meeting or exceeding certain performance targets agreed to by our customers. The variable consideration that we expect to receive is estimated at the most likely amount, and constrained to an amount such that it is probable a significant reversal of revenue previously recognized will not occur based on the performance targets. Total revenue recognized from performance contracts, including performance bonuses, was $ 305.8 million and $ 298.2 million, of which $ 16.9 million and $ 15.2 million was related to performance bonuses recognized due to the achievement of performance targets during the three months ended December 31, 2024 and 2023, respectively. Q1 FY25 FORM 10-Q | 17 Table of Contents Contracts generally contain renewal or extension provisions exercisable at the option of the customer at prices mutually agreeable to us and the customer. For contracts that are terminated by customers prior to the expiration of their fixed terms, contractual provisions customarily require early termination amounts to be paid to us. Revenues from early terminated contracts are recognized when all contractual requirements have been met. During the three months ended December 31, 2024 and 2023 , early termination revenue associated with term contracts was $ 1.4 million and $ 5.4 million, respectively. Contract Costs As of December 31, 2024 and September 30, 2024, we had capitalized fulfillment costs of $ 29.9 million and $ 19.2 million, respectively. Remaining Performance Obligations The total aggregate transaction price allocated to the unsatisfied performance obligations, commonly referred to as backlog, as of December 31, 2024 was approximately $ 1.5 billion, of which approximately $ 0.8 billion is expected to be recognized during the remainder of fiscal year 2025, approximately $ 0.7 billion during fiscal year 2026 and thereafter. These amounts do not include anticipated contract renewals or expected performance bonuses as part of its calculation. Additionally, contracts that currently contain month-to-month terms are represented in our backlog as one month of unsatisfied performance obligations. Our contracts are subject to cancellation or modification at the election of the customer; however, due to the level of capital deployed by our customers on underlying projects, we have not been materially adversely affected by contract cancellations or modifications in the past. Contract Assets and Liabilities The following tables summarize the balances of our contract assets (net of allowance for estimated credit losses) and liabilities at the dates indicated: (in thousands) December 31, 2024 September 30, 2024 Contract assets, net $ 4,439 $ 4,563 (in thousands) December 31, 2024 Contract liabilities balance at September 30, 2024 $ 29,052 Payment received/accrued and deferred 23,594 Revenue recognized during the period ( 14,905 ) Contract liabilities balance at December 31, 2024 $ 37,741 NOTE 9 ACQUISITION TRANSACTION COSTS During the three months ended December 31, 2024, we recognized approximately $ 10.5 million in acquisition transaction costs associated with the Acquisition. These non-recurring costs are primarily related to third-party legal, consulting and advisory services and are included in Acquisition transaction costs on the Unaudited Condensed Consolidated Statements of Operations. NOTE 10 EARNINGS PER COMMON SHARE ASC 260, Earnings per Share, requires companies to treat unvested share-based payment awards that have non-forfeitable rights to dividends or dividend equivalents as a separate class of securities in calculating earnings per share. We have granted and expect to continue to grant to employees restricted stock grants that contain non-forfeitable rights to dividends. Such grants are considered participating securities under ASC 260. As such, we are required to include these grants in the calculation of our basic earnings per share and calculate basic earnings per share using the two-class method. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. Basic earnings per share is computed utilizing the two-class method and is calculated based on the weighted-average number of common shares outstanding during the periods presented. Diluted earnings per share is computed using the weighted-average number of common and common equivalent shares outstanding during the periods utilizing the two-class method for stock options, non-vested restricted stock and performance units. Under the two-class method of calculating earnings per share, dividends paid and a portion of undistributed net income, but not losses, are allocated to unvested restricted stock grants that receive dividends, which are considered participating securities. Q1 FY25 FORM 10-Q | 18 Table of Contents The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended December 31, (in thousands, except per share amounts) 2024 2023 Numerator: Net income $ 54,772 $ 95,173 Adjustment for basic earnings per share Earnings allocated to unvested shareholders ( 760 ) ( 1,248 ) Numerator for basic earnings per share 54,012 93,925 Adjustment for diluted earnings per share Effect of reallocating undistributed earnings of unvested shareholders 1 2 Numerator for diluted earnings per share $ 54,013 $ 93,927 Denominator: Denominator for basic earnings per share - weighted-average shares 98,867 99,143 Effect of dilutive shares from restricted stock and performance share units 292 485 Denominator for diluted earnings per share - adjusted weighted-average shares 99,159 99,628 Basic earnings per common share: $ 0.55 $ 0.95 Diluted earnings per common share: $ 0.54 $ 0.94 The following potentially dilutive average shares attributable to outstanding equity awards were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive: Three Months Ended December 31, (in thousands, except per share amounts) 2024 2023 Potentially dilutive shares excluded as anti-dilutive 2,341 2,601 Weighted-average price per share $ 54.91 $ 57.21 NOTE 11 FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS We have certain assets and liabilities that are required to be measured and disclosed at fair value. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. We use the following fair value hierarchy established in ASC 820-10 to measure fair value to prioritize the inputs: • Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. • Level 2 — Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets; quoted prices for similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. • Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Q1 FY25 FORM 10-Q | 19 Table of Contents 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: December 31, 2024 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets Short-term investments: Money market mutual funds $ 72,305 $ 72,305 $ — $ — Corporate and municipal debt securities 26,234 — 26,234 — U.S. government and federal agency securities 36,778 36,778 — — Total 135,317 109,083 26,234 — Long-term Investments: Recurring fair value measurements: Equity securities: Non-qualified supplemental savings plan 16,275 16,275 — — Investment in Tamboran 19,810 19,810 — — Debt securities: Investment in Galileo, net 27,499 — — 27,499 Geothermal debt securities, net 2,000 — — 2,000 Other debt securities 4,988 4,738 — 250 Total 70,572 40,823 — 29,749 As of December 31, 2024, our equity security investments in geothermal energy were $ 26.2 million, of which $ 0.5 million was measured at fair value as of December 31, 2024. The remaining $ 25.7 million is measured at cost, less any impairments. Our other equity security investments totaled $ 4.6 million and our debt security investments in held to maturity bonds totaled $ 0.2 million. These investments are measured at cost, less any impairments. September 30, 2024 (in thousands) Fair Value Level 1 Level 2 Level 3 Assets Short-term investments: Corporate debt securities $ 33,813 $ — $ 33,813 $ — U.S. government and federal agency securities 53,490 53,490 — — Investment in ADNOC Drilling 205,616 205,616 — — Total 292,919 259,106 33,813 — Long-term investments: Recurring fair value measurements: Equity securities: Non-qualified supplemental savings plan 15,633 15,633 — — Investment in Tamboran 20,958 20,958 — — Debt securities: Investment in Galileo, net 27,044 — — 27,044 Geothermal debt securities, net 2,000 — — 2,000 Other debt securities 4,588 4,338 — 250 Total 70,223 40,929 — 29,294 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. 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. Q1 FY25 FORM 10-Q | 20 Table of Contents Recurring Fair Value Measurements Short-term Investments Short-term investments primarily include securities classified as trading securities. Both realized and unrealized gains and losses on trading securities are included in Other income (expense) in the Unaudited Condensed Consolidated Statements of Operations. These securities are recorded at fair value. Level 1 inputs include U.S. agency issued debt securities with active markets and money market funds. For these items, quoted current market prices are readily available. Level 2 inputs include corporate and municipal bonds measured using broker quotations that utilize observable market inputs. During September 2021, the Company made a $ 100.0 million cornerstone investment in ADNOC Drilling in advance of its announced initial public offering, representing 159.7 million shares of ADNOC Drilling, equivalent to a one percent ownership stake and subject to a three-year lockup period. ADNOC Drilling’s initial public offering was completed on October 3, 2021, and its shares are listed and traded on the Abu Dhabi Securities Exchange. During September 2024, the three-year lockup period expired and the balance was reclassified to Short-term investments on our Unaudited Condensed Consolidated Balance Sheet. During the three months ended December 31, 2024, we sold our equity securities of 159.7 million shares in ADNOC Drilling and received net proceeds of approximately $ 193.3 million. During the three months ended December 31, 2024, we recognized a loss of $ 12.4 million on our Unaudited Condensed Consolidated Statements of Operations, related to this investment, of which $ 8.4 million is associated with the change in the fair value of the investment and $ 4.0 million relates to transaction fees associated with the sale of the securities. During the three months ended December 31, 2023, we recognized a loss of $ 10.4 million on our Unaudited Condensed Consolidated Statements of Operations as a result of the change in fair value of the investment. This investment was classified as a Level 1 investment based on the quoted stock price on the Abu Dhabi Securities Exchange, and was measured at fair value with any losses recorded within Loss on investment securities on our Unaudited Condensed Consolidated Statements of Operations. Long-term Investments Equity Securities Our long-term investments include debt and equity securities and assets held in a Non-Qualified Supplemental Savings Plan ("Savings Plan") and are recorded within Investments on our Unaudited Condensed Consolidated Balance Sheets. Our assets that we hold in the Savings Plan are comprised of mutual funds that are measured using Level 1 inputs. 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 New York Stock Exchange ("NYSE") or NASDAQ Stock Exchange. On June 26, 2024, Tamboran Corp. completed an initial public offering of its common stock on the NYSE and its common stock is listed on the NYSE, under the ticker "TBN". As a result of this offering, the convertible note of $ 9.4 million was converted into 0.5 million common shares in Tamboran Corp. Our investment is classified as a long-term equity investment within Investments on our Unaudited Condensed Consolidated Balance Sheets and measured at fair value with any gains or losses recognized through net income and recorded within Loss on investment securities on our Unaudited Condensed Consolidated Statements of Operations. Our shares received in this initial public offering were subject to a 180 -day lockup period. 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 December 31, 2024, our combined equity ownership was approximately 7.2 percent representing 1.0 million common shares in Tamboran Corp. We consider this investment to have a readily determinable fair value and have elected to account for this investment using the fair value option with any changes in fair value recognized through net income. Under the guidance, Topic 820, Fair Value Measurement, this investment is classified as a Level 1 investment based on the quoted stock price which is publicly available. During the three months ended December 31, 2024 and 2023 , we recognized a gain (loss) of $( 1.1 ) million and $ 6.3 million, respectively, recorded within Loss on investment securities on our Unaudited Condensed Consolidated Statements of Operations, as a result of the change in fair value of the investment. Q1 FY25 FORM 10-Q | 21 Table of Contents Debt Securities During April 2022, the Company made a $ 33.0 million cornerstone investment in Galileo Holdco 2 Limited Technologies ("Galileo Holdco 2"), part of the group of companies known as Galileo Technologies (“Galileo”) in the form of notes with an option to convert into common shares of the parent of Galileo Holdco 2 ("Galileo parent"). Galileo specializes in liquification, natural gas compression and re-gasification modular systems and technologies to make the production, transportation, and consumption of natural gas, biomethane, and hydrogen more economically viable. The convertible note bears interest at 5.0 percent per annum with a maturity date of the earlier of April 2027 or an exit event (as defined in the agreement as either an initial public offering or a sale of Galileo). During the fiscal year ended September 30, 2023, our convertible note agreement was amended to include any interest which has accrued but not yet compounded or issued as a note. As a result, we include accrued interest in our total investment balance. We do not intend to sell this investment prior to its maturity date or an exit event. As of December 31, 2024 and September 30, 2024, our net debt security investment in Galileo was $ 27.5 million and $ 27.0 million, respectively. The significant unobservable inputs related to the valuation of our debt security investment with Galileo are subject to change based on changes in economic and market conditions. The use of significant unobservable inputs creates uncertainty in the measurement of fair value as of the reporting date. Significant increases or decreases in the discount rate, risk-free rate, and equity volatility in isolation would result in a significantly lower or higher fair value measurement. It is not possible for us to predict the effect of future economic or market conditions on our estimated fair values. During the three months ended December 31, 2024, there were no changes to the Level 3 unobservable significant inputs. A majority of our long-term debt securities, including our investment in Galileo, are classified as available-for-sale and are measured using Level 3 unobservable inputs based on the absence of market activity. The following table reconciles changes in the fair value of our Level 3 assets for the periods presented below: Three Months Ended December 31, (in thousands) 2024 2023 Assets at beginning of period $ 29,294 $ 37,440 Accrued interest 455 433 Total losses: Included in earnings — ( 5 ) Assets at end of period $ 29,749 $ 37,868 Nonrecurring Fair Value Measurements We have certain assets that are subject to measurement at fair value on a nonrecurring basis. For these nonfinancial assets, measurement at fair value in periods subsequent to their initial recognition is applicable if they are determined to be impaired. These assets generally include property, plant and equipment, goodwill, intangible assets, and operating lease right-of-use assets. If measured at fair value in the Unaudited Condensed Consolidated Balance Sheets, these would generally be classified within Level 2 or 3 of the fair value hierarchy. Further details on any changes in valuation of these assets is provided in their respective footnotes. Equity Securities We also hold various other equity securities without readily determinable fair values, primarily comprised of geothermal investments. These equity securities are initially measured at cost, less any impairments, and will be marked to fair value once observable changes in identical or similar investments from the same issuer occur. All of our long-term equity securities are measured using Level 3 unobservable inputs based on the absence of market activity. The following table reconciles changes in the balance of our equity securities, without readily determinable fair values, including investments that have been marked to fair value on a nonrecurring basis, for the periods presented below: Three Months Ended December 31, (in millions) 2024 2023 Assets at beginning of period $ 30,090 $ 28,232 Purchases 646 291 Total gains: Included in earnings 109 — Assets at end of period $ 30,845 $ 28,523 Q1 FY25 FORM 10-Q | 22 Table of Contents Other Financial Instruments The carrying amount of cash and cash equivalents and restricted cash approximates fair value due to the short-term nature of these items. The majority of cash equivalents are invested in highly liquid money-market mutual funds invested primarily in direct or indirect obligations of the U.S. Government and in federally insured deposit accounts. The carrying value of accounts receivable, other current and noncurrent assets, accounts payable, accrued liabilities and other liabilities approximated fair value at December 31, 2024 and September 30, 2024. The following information presents the supplemental fair value information for our long-term fixed-rate debt at December 31, 2024 and September 30, 2024: December 31, September 30, (in millions) 2024 2024 Long-term debt, net Carrying value 1,781.7 1,782.2 Fair value 1,666.5 1,702.9 The fair values of the long-term fixed-rate debt is based on broker quotes at December 31, 2024 and September 30, 2024. The notes are classified within Level 2 of the fair value hierarchy as they are not actively traded in markets. NOTE 12 COMMITMENTS AND CONTINGENCIES Purchase Commitments Equipment, parts, and supplies are ordered in advance to promote efficient construction and capital improvement progress. At December 31, 2024, we had purchase commitments for equipment, parts and supplies of approximately $ 129.6 million. Guarantee Arrangements We are contingently liable to sureties in respect of bonds issued by the sureties in connection with certain commitments entered into by us in the normal course of business. We have agreed to indemnify the sureties for any payments made by them in respect of such bonds. Contingencies During the ordinary course of our business, contingencies arise resulting from an existing condition, situation or set of circumstances involving an uncertainty as to the realization of a possible gain or loss contingency. We account for gain contingencies in accordance with the provisions of ASC 450, Contingencies, and, therefore, we do not record gain contingencies or recognize income until realized. The property and equipment of our Venezuelan subsidiary was seized by the Venezuelan government on June 30, 2010. Our wholly-owned subsidiaries, Helmerich & Payne International Drilling Co. ("HPIDC"), and Helmerich & Payne de Venezuela, C.A. filed a lawsuit in the United States District Court for the District of Columbia on September 23, 2011 against the Bolivarian Republic of Venezuela, Petroleos de Venezuela, S.A. and PDVSA Petroleo, S.A., seeking damages for the seizure of their Venezuelan drilling business in violation of international law and for breach of contract. While there exists the possibility of realizing a recovery on HPIDC's expropriation claims, we are currently unable to determine the timing or amounts we may receive, if any, or the likelihood of recovery. The Company and its subsidiaries are parties to various other pending legal actions arising in the ordinary course of our business. We maintain insurance against certain business risks subject to certain deductibles. Although no assurance can be given, we believe, based on our experiences to date and taking into account established reserves and insurance, that the ultimate resolution of such items will not have a material adverse impact on our financial condition, cash flows, or results of operations. When we determine a loss is probable of occurring and is reasonably estimable, we accrue an undiscounted liability for such contingencies based on our best estimate using information available at that time. If the estimated loss is a range of potential outcomes and there is no better estimate within the range, we accrue the amount at the low end of the range. We disclose contingencies where an adverse outcome may be material, or in the judgment of management, we conclude the matter should otherwise be disclosed. Q1 FY25 FORM 10-Q | 23 Table of Contents NOTE 13 BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION Description of the Business We are a performance-driven drilling solutions and technologies company based in Tulsa, Oklahoma with operations in all major U.S. onshore oil and gas producing basins as well as South America, the Middle East and Australia. Our drilling operations consist mainly of contracting Company-owned drilling equipment primarily to large oil and gas exploration companies. We believe we are the recognized industry leader in drilling as well as technological innovation. We focus on offering our customers an integrated solutions-based approach by combining proprietary rig technology, automation software, and digital expertise into our rig operations rather than a product-based offering, such as a rig or separate technology package. Our drilling services operations are organized into the following reportable operating business segments: North America Solutions, International Solutions, and Offshore Gulf of Mexico. Each reportable operating segment is a strategic business unit that is managed separately, and consolidated revenues and expenses reflect the elimination of all material intercompany transactions. Our real estate operations and our wholly-owned captive insurance companies are included in "Other." External revenues included in “Other” primarily consist of rental income. Segment Performance We evaluate segment performance based on income, segment operating income (loss) before income taxes which includes: • Revenues from external and internal customers • Direct operating costs • Depreciation and amortization • Research and development • Allocated general and administrative expenses but excludes acquisition transaction costs, gain on reimbursement of drilling equipment, other gain (loss) on sale of assets, corporate selling, general and administrative costs, and corporate depreciation. General and administrative costs are allocated to the segments based primarily on specific identification and, to the extent that such identification is not practical, other methods may be used which we believe to be a reasonable reflection of the utilization of services provided. Summarized financial information of our reportable segments for the three months ended December 31, 2024 and 2023 is shown in the following tables: Three Months Ended December 31, 2024 (in thousands) North America Solutions International Solutions Offshore Gulf of Mexico Other Eliminations Total External sales $ 597,923 $ 47,480 $ 29,210 $ 2,689 $ — $ 677,302 Intersegment 222 — — 16,593 ( 16,815 ) — Total sales 598,145 47,480 29,210 19,282 ( 16,815 ) 677,302 Segment operating income (loss) $ 151,994 $ ( 15,170 ) $ 3,505 $ 774 $ 102 $ 141,205 Three Months Ended December 31, 2023 (in thousands) North America Solutions International Solutions Offshore Gulf of Mexico Other Eliminations Total External sales $ 594,282 $ 54,752 $ 25,531 $ 2,582 $ — $ 677,147 Intersegment — — — 15,226 ( 15,226 ) — Total sales 594,282 54,752 25,531 17,808 ( 15,226 ) 677,147 Segment operating income (loss) $ 144,490 $ 5,423 $ 3,052 $ ( 67 ) $ 334 $ 153,232 Q1 FY25 FORM 10-Q | 24 Table of Contents The following table reconciles segment operating income per the tables above to income before income taxes as reported on the Unaudited Condensed Consolidated Statements of Operations: Three Months Ended December 31, (in thousands) 2024 2023 Segment operating income $ 141,205 $ 153,232 Acquisition transaction costs ( 10,535 ) — Gain on reimbursement of drilling equipment 9,403 7,494 Other gain (loss) on sale of assets ( 1,673 ) 2,443 Corporate selling, general and administrative costs and corporate depreciation ( 48,417 ) ( 39,701 ) Operating income 89,983 123,468 Other income (expense) Interest and dividend income 21,741 10,734 Interest expense ( 22,298 ) ( 4,372 ) Loss on investment securities ( 13,367 ) ( 4,034 ) Other 360 ( 543 ) Total unallocated amounts ( 13,564 ) 1,785 Income before income taxes $ 76,419 $ 125,253 The following table reconciles segment total assets to total assets as reported on the Unaudited Condensed Consolidated Balance Sheets: (in thousands) December 31, 2024 September 30, 2024 Total assets 1 North America Solutions $ 3,102,356 $ 3,225,410 International Solutions 806,521 685,833 Offshore Gulf of Mexico 69,542 73,119 Other 163,659 157,877 4,142,078 4,142,239 Investments and corporate operations 1,674,543 1,639,659 $ 5,816,621 $ 5,781,898 (1) Assets by segment exclude investments in subsidiaries and intersegment activity. The following table presents revenues from external customers by country based on the location of service provided: Three Months Ended December 31, (in thousands) 2024 2023 Operating revenues United States $ 628,680 $ 621,617 Argentina 34,660 35,876 Bahrain 4,848 4,497 Australia 4,757 4,312 Saudi Arabia 3,231 — Colombia — 7,703 United Arab Emirates — 2,365 Other foreign 1,126 777 Total $ 677,302 $ 677,147 Refer to Note 8—Revenue from Contracts with Customers for additional information regarding the recognition of revenue. Q1 FY25 FORM 10-Q | 25 Table of Contents NOTE 14 SUBSEQUENT EVENTS On January 16, 2025 (the “Closing Date”), H&P completed the Acquisition of KCA Deutag pursuant to the Purchase Agreement. H&P paid aggregate cash consideration of approximately $ 2.0 billion, which consisted of the share purchase price of $ 0.9 billion and $ 1.1 billion which was used to contemporaneously repay or redeem certain of KCA Deutag existing debt, including, as applicable, the payment of all accrued and unpaid interest, premiums, and fees. Of the $ 0.9 billion, approximately $ 80.0 million was deposited into a customary escrow on the Closing Date pending the resolution of certain potential tax obligations of KCA Deutag. On the Closing Date, the Company drew an aggregate principal amount of $ 400.0 million under the Term Loan Credit Agreement for p urposes of financing the Acquisition as further described in Note 5—Debt . The cash consideration was funded through a combination of net proceeds from the Company’s September 2024 senior notes offering, net proceeds from the funding of the Company’s Term Loan Credit Agreement, cash on hand, and monetization of our investment in ADNOC Drilling. The $ 1.1 billion repayment or redemption of certain KCA Deutag existing debt consisted of (a) the redemption in full of all of (i) KCA Deutag UK Finance PLC’s outstanding $ 500 million aggregate principal amount of 9.875 % Senior Secured Notes due 2025, (ii) KCA Deutag UK Finance PLC’s outstanding $ 250 million aggregate principal amount of Senior Secured Floating Rate Notes due 2025 and (iii) KCA Deutag PIKCO PLC’s outstanding $ 272.2 million aggregate principal amount (which includes approximately $ 72.2 million of accrued and capitalized interest) of 15.0 %/ 17.5 % Payment-In-Kind Notes due 2027, and (b) the repayment of all of the (i) approximately $ 50 million of outstanding borrowings under KCA Deutag’s Senior Secured Guarantee and Revolving Credit Facilities provided by Barclays Bank plc and (ii) approximately $ 50 million of outstanding borrowings under KCA Deutag’s Senior Secured Revolving Credit Facilities provided by Deutsche Bank AG, in each case including, as applicable, the payment of all accrued and unpaid interest, premiums and fees in connection with each such redemption or repayment. To date, the initial accounting for the Acquisition is incomplete. Due to the limited time since the Closing Date, it is impracticable for the Company to include business combination disclosures related to the Acquisition. The Company is still gathering the necessary information to provide such disclosures in future filings. Effective January 16, 2025, and as a result of the Acquisition, the naming convention for one of our reportable segments changed from Offshore Gulf of Mexico to Offshore Solutions. Q1 FY25 FORM 10-Q | 26 Table of Contents