Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
HELMERICH & PAYNE, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
March 31, September 30,
(in thousands except share data) 2026 2025
ASSETS
Current Assets:
Cash and cash equivalents $ 177,196 $ 196,848
Restricted cash 25,521 27,412
Short-term investments 21,951 21,496
Accounts receivable, net of allowance of $ 19,823 and $ 19,647 , respectively
810,613 782,644
Inventories of materials and supplies, net 330,542 324,326
Prepaid expenses and other, net 82,357 97,518
Assets held-for-sale 24,506 15,231
Total current assets 1,472,686 1,465,475
Investments, net 85,611 68,198
Property, plant and equipment, net 3,977,180 4,313,074
Other Noncurrent Assets:
Goodwill 183,795 182,854
Intangible assets, net 444,059 485,540
Operating lease right-of-use assets 111,801 123,598
Other assets, net 61,135 66,999
Total other noncurrent assets 800,790 858,991
Total assets $ 6,336,267 $ 6,705,738
LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 177,213 $ 217,923
Dividends payable 25,421 25,199
Accrued liabilities 514,422 564,855
Current portion of long-term debt, net
146,257 6,859
Total current liabilities 863,313 814,836
Noncurrent Liabilities:
Long-term debt, net 1,856,176 2,057,084
Deferred income taxes 617,911 624,000
Retirement benefit obligations
99,790 109,864
Other 269,220 270,616
Total noncurrent liabilities 2,843,097 3,061,564
Commitments and Contingencies (Note 11)
Shareholders' Equity:
Common stock, $ 0.10 par value, 160,000,000 shares authorized, 112,222,865 shares issued as of March 31, 2026 and September 30, 2025, and 99,917,504 and 99,446,577 shares outstanding as of March 31, 2026 and September 30, 2025, respectively
11,222 11,222
Preferred stock, no par value, 1,000,000 shares authorized, no shares issued
— —
Additional paid-in capital 506,523 513,050
Retained earnings 2,412,788 2,619,090
Accumulated other comprehensive income 43,496 44,964
Treasury stock, at cost, 12,305,361 shares and 12,776,288 shares as of March 31, 2026 and September 30, 2025, respectively
( 445,250 ) ( 463,536 )
Non-controlling interest 101,078 104,548
Total shareholders’ equity 2,629,857 2,829,338
Total liabilities and shareholders' equity $ 6,336,267 $ 6,705,738
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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HELMERICH & PAYNE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Three Months Ended March 31, Six Months Ended
March 31,
(in thousands, except per share amounts) 2026 2025 2026 2025
OPERATING REVENUES
Drilling services $ 906,426 $ 1,012,394 $ 1,887,551 $ 1,687,007
Other 25,936 3,645 61,837 6,334
932,362 1,016,039 1,949,388 1,693,341
OPERATING COSTS AND EXPENSES
Drilling services operating expenses, excluding depreciation and amortization 661,180 701,657 1,343,960 1,112,573
Other operating expenses 24,799 3,485 56,059 4,641
Depreciation and amortization 180,734 157,657 362,653 256,737
Research and development 7,016 9,421 13,662 18,781
Selling, general and administrative 71,080 80,802 141,524 143,901
Acquisition transaction and integration costs
2,738 29,867 6,143 40,402
Asset impairment charges 26,101 1,844 129,187 1,844
Restructuring charges 2,882 — 4,473 —
Gain on reimbursement of drilling equipment ( 5,943 ) ( 9,973 ) ( 12,063 ) ( 19,376 )
Other (gain) loss on sale of assets
( 1,305 ) ( 884 ) 621 789
969,282 973,876 2,046,219 1,560,292
OPERATING INCOME (LOSS)
( 36,920 ) 42,163 ( 96,831 ) 133,049
Other income (expense)
Interest and dividend income 2,155 7,257 4,913 28,998
Interest expense ( 25,814 ) ( 28,338 ) ( 51,421 ) ( 50,636 )
Gain on investment securities
14,391 27,788 15,320 14,421
Foreign currency exchange gain (loss)
2,952 ( 6,018 ) 2,979 ( 6,921 )
Other ( 3,327 ) 1,596 ( 5,253 ) 1,956
( 9,643 ) 2,285 ( 33,462 ) ( 12,182 )
Income (loss) before income taxes
( 46,563 ) 44,448 ( 130,293 ) 120,867
Income tax expense 9,298 41,462 20,499 63,109
NET INCOME (LOSS)
( 55,861 ) 2,986 ( 150,792 ) 57,758
Net income attributable to non-controlling interest
2,748 1,332 4,523 1,332
NET INCOME (LOSS) ATTRIBUTABLE TO HELMERICH & PAYNE, INC.
$ ( 58,609 ) $ 1,654 $ ( 155,315 ) $ 56,426
Earnings (loss) per share attributable to Helmerich & Payne, Inc.:
Basic
$ ( 0.59 ) $ 0.01 $ ( 1.57 ) $ 0.56
Diluted
$ ( 0.59 ) $ 0.01 $ ( 1.57 ) $ 0.56
Weighted average shares outstanding:
Basic 99,878 99,360 99,709 99,111
Diluted 99,878 99,381 99,709 99,128
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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HELMERICH & PAYNE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Three Months Ended March 31, Six Months Ended March 31,
(in thousands) 2026 2025 2026 2025
Net income (loss) $ ( 55,861 ) $ 2,986 $ ( 150,792 ) $ 57,758
Other comprehensive income (loss), net of income taxes:
Net change related to employee benefit plans
( 307 ) 53 934 107
Unrealized gain on available-for-sale debt security — 591 — 900
Reclassification of gain on available-for-sale debt security
— — ( 296 ) —
Foreign currency translation adjustment
1,123 6,407 ( 2,106 ) 6,407
Other comprehensive income (loss) 816 7,051 ( 1,468 ) 7,414
Comprehensive income (loss) $ ( 55,045 ) $ 10,037 $ ( 152,260 ) $ 65,172
Comprehensive income attributable to non-controlling interest 2,748 1,332 4,523 1,332
Comprehensive income (loss) attributable to Helmerich & Payne, Inc. $ ( 57,793 ) $ 8,705 $ ( 156,783 ) $ 63,840
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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HELMERICH & PAYNE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Six Months Ended March 31, 2026
Common Stock Additional
Paid-In
Capital Retained Earnings Accumulated
Other
Comprehensive
Income (Loss) Treasury Stock Non-controlling Interest
(in thousands, except per share amounts)
Shares Amount Shares Amount Total
Balance at September 30, 2025
112,222 $ 11,222 $ 513,050 $ 2,619,090 $ 44,964 12,776 $ ( 463,536 ) $ 104,548 $ 2,829,338
Comprehensive loss:
Net income (loss)
— — — ( 96,706 ) — — — 1,775 ( 94,931 )
Other comprehensive loss
— — — — ( 2,284 ) — — — ( 2,284 )
Dividends declared ($ 0.25 per share)
— — — ( 25,456 ) — — — — ( 25,456 )
Dividends declared and distributions to non-controlling interest — — — — — — — ( 7,000 ) ( 7,000 )
Vesting of restricted stock awards, net of shares withheld for employee taxes — — ( 21,608 ) — — ( 403 ) 15,773 — ( 5,835 )
Stock-based compensation — — 9,287 — — — — — 9,287
Other — — ( 786 ) — — — — ( 57 ) ( 843 )
Balance at December 31, 2025 112,222 $ 11,222 $ 499,943 $ 2,496,928 $ 42,680 12,373 $ ( 447,763 ) $ 99,266 $ 2,702,276
Comprehensive income:
Net income (loss)
— — — ( 58,609 ) — — — 2,748 ( 55,861 )
Other comprehensive income
— — — — 816 — — — 816
Dividends declared ($ 0.25 per share)
— — — ( 25,425 ) — — — — ( 25,425 )
Dividends declared and distributions to non-controlling interest — — — — — — — ( 842 ) ( 842 )
Vesting of restricted stock awards, net of shares withheld for employee taxes — — ( 2,829 ) — — ( 68 ) 2,513 — ( 316 )
Stock-based compensation — — 10,387 — — — — — 10,387
Other — — ( 978 ) ( 106 ) — — — ( 94 ) ( 1,178 )
Balance at March 31, 2026
112,222 $ 11,222 $ 506,523 $ 2,412,788 $ 43,496 12,305 $ ( 445,250 ) $ 101,078 $ 2,629,857
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Six Months Ended March 31, 2025
Common Stock Additional
Paid-In
Capital Retained Earnings Accumulated
Other
Comprehensive
Income (Loss) Treasury Stock Non-controlling Interest
(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
Comprehensive income:
Net income — — — 1,654 — — — 1,332 2,986
Other comprehensive income — — — — 7,051 — — — 7,051
Non-controlling interest in connection with business acquisition
— — — — — — — 116,061 116,061
Dividends declared ($ 0.25 per share)
— — — ( 25,257 ) — — — ( 104 ) ( 25,361 )
Vesting of restricted stock awards, net of shares withheld for employee taxes — — ( 11,974 ) — — ( 228 ) 8,280 — ( 3,694 )
Stock-based compensation — — 8,098 — — — — — 8,098
Other — — 341 — — — — — 341
Balance at March 31, 2025
112,222 $ 11,222 $ 497,981 $ 2,889,608 $ 1,064 12,808 $ ( 464,901 ) $ 117,289 $ 3,052,263
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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HELMERICH & PAYNE, INC.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Six Months Ended March 31,
(in thousands) 2026 2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ ( 150,792 ) $ 57,758
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 362,653 256,737
Asset impairment charges 129,187 1,844
Amortization of debt discount and debt issuance costs 2,527 3,462
Stock-based compensation 19,674 14,949
Gain on investment securities
( 15,320 ) ( 14,421 )
Gain on reimbursement of drilling equipment ( 12,063 ) ( 19,376 )
Other loss on sale of assets 621 789
Deferred income tax ( 5,989 ) ( 34,313 )
Other ( 3,729 ) 1,951
Change in assets and liabilities
Accounts receivable ( 28,554 ) ( 1,330 )
Inventories of materials and supplies ( 5,527 ) ( 11,103 )
Prepaid expenses and other 15,922 ( 52,467 )
Other noncurrent assets 5,422 ( 16,935 )
Accounts payable ( 44,281 ) 26,362
Accrued liabilities ( 37,006 ) ( 29,051 )
Other noncurrent liabilities ( 13,737 ) 29,548
Net cash provided by operating activities 219,008 214,404
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ( 130,425 ) ( 265,234 )
Purchase of short-term investments ( 35,168 ) ( 102,510 )
Purchase of long-term investments ( 1,038 ) ( 1,461 )
Payment for acquisition of business, net of cash acquired — ( 1,838,852 )
Proceeds from sale of short-term investments 33,192 364,078
Insurance proceeds from involuntary conversion — 2,366
Proceeds from asset sales 21,803 26,090
Other ( 686 ) —
Net cash used in investing activities
( 112,322 ) ( 1,815,523 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid ( 50,659 ) ( 50,328 )
Distributions to non-controlling interests ( 7,842 ) —
Proceeds from debt issuance — 400,000
Debt issuance costs — ( 2,629 )
Payments for employee taxes on net settlement of equity awards ( 6,151 ) ( 10,607 )
Payments on unsecured long-term debt ( 60,000 ) ( 25,000 )
Other ( 3,430 ) ( 329 )
Net cash provided by (used in) financing activities
( 128,082 ) 311,107
Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 471 ) 6,406
Net decrease in cash, cash equivalents and restricted cash
( 21,867 ) ( 1,283,606 )
Cash, cash equivalents and restricted cash, beginning of period 225,900 1,528,660
Cash, cash equivalents and restricted cash, end of period $ 204,033 $ 245,054
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period:
Interest paid $ 52,141 $ 14,388
Income tax paid 46,229 100,802
Cash paid for amounts included in the measurement of lease liabilities:
Payments for operating leases 17,047 11,408
Non-cash operating and investing activities:
Change in accounts payable and accrued liabilities related to purchases of property, plant and equipment 3,361 7,296
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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HELMERICH & PAYNE, INC.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 NATURE OF OPERATIONS
Helmerich & Payne, Inc. (“H&P,” which, together with its subsidiaries, is identified as the “Company,” “we,” “us,” or “our,” except where stated or the context requires otherwise) through its operating subsidiaries provides performance-driven drilling solutions and technologies that are intended to make hydrocarbon recovery safer and more economical for oil and gas exploration and production companies.
Our Segments
During the six months ended March 31, 2026, we announced the rebranding of our Kenera business unit to BENTEC™. The BENTEC™ name, already recognized in the market, will now represent all products and services previously associated with Kenera and its sub-brands.
Our North America Solutions operations are primarily located in Texas, but also traditionally operate in other states, depending on demand. Our International Solutions operations are conducted in major international oil and gas markets, primarily in the Middle East and Latin America. Our Offshore Solutions operations consist of asset-light offshore management contracts and contracted rig platforms located in U.S. federal waters, the North Sea and Norwegian Sea off the coast of Norway, the Caspian Sea and other international waters. Our "Other" operations is primarily comprised of our BENTEC™ manufacturing and engineering activities and our wholly-owned captive insurance companies. Refer to Note 12—Business Segments and Geographic Information for further details on our reportable segments.
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 2025 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.
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 (Loss) from the date the Company gains control until the date when the Company ceases to control the subsidiary. The equity attributable to non-controlling interests in subsidiaries is shown separately in the accompanying Unaudited Condensed Consolidated Balance Sheets. 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.
As of March 31, 2026 and September 30, 2025, restricted cash was $ 26.8 million and $ 29.1 million, respectively. Of the total at March 31, 2026 and September 30, 2025, $ 25.5 million and $ 27.4 million, respectively, represents the amount management has elected to restrict for the purpose of potential insurance claims in our wholly-owned captive insurance companies. Additionally, 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 of the entire issued share capital (the "Acquisition") of KCA Deutag International Limited ("KCA Deutag") and to repay certain of KCA Deutag's outstanding indebtedness. These proceeds were subsequently used during the fiscal year ended September 30, 2025 to fund the Acquisition. The restricted amounts are primarily invested in short-term money market securities.
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Cash, cash equivalents, and restricted cash are reflected on the Unaudited Condensed Consolidated Balance Sheets as follows:
March 31, September 30,
(in thousands) 2026 2025 2025 2024
Current Assets:
Cash and cash equivalents $ 177,196 $ 174,763 $ 196,848 $ 217,341
Restricted cash 25,521 68,672 27,412 68,902
Other Noncurrent Assets:
Restricted cash
1,316 1,619 1,640 1,242,417
Total cash, cash equivalents, and restricted cash $ 204,033 $ 245,054 $ 225,900 $ 1,528,660
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, immaterial, or already adopted by the Company.
The following table provides a brief description of recent accounting pronouncements and our analysis of the effects on our financial statements:
Standard Description Date of
Adoption Effect on the Financial
Statements or Other Significant Matters
Standards that are not yet adopted as of March 31, 2026
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.
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Self-Insurance
We continue to use our captive insurance companies to fund the self-insured retentions ("SIRs") and deductibles for our domestic workers’ compensation, general liability, automobile liability claims programs, medical stop-loss program, and certain 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. These intercompany insurance premiums are reflected as segment operating expenses within the North America Solutions, International Solutions, and Offshore Solutions reportable operating segments and are reflected as intersegment sales within "Other." Intercompany premium revenues recorded by the Captives during the three months ended March 31, 2026 and 2025 amounted to $ 19.5 million and $ 17.9 million, respectively, and $ 37.9 million and $ 34.5 million during the six months ended March 31, 2026 and 2025, respectively, which were eliminated upon consolidation. Direct operating costs consisted primarily of adjustments to accruals for estimated losses of $ 3.7 million and $ 10.3 million during the three months ended March 31, 2026 and 2025, respectively, and $ 2.1 million and $ 14.2 million during the six months ended March 31, 2026 and 2025, respectively, and rig and casualty insurance premiums of $ 11.8 million and $ 11.2 million during the three months ended March 31, 2026 and 2025, respectively, and $ 23.3 million and $ 21.7 million during the six months ended March 31, 2026 and 2025, respectively. Our medical stop loss operating expenses for the three months ended March 31, 2026 and 2025 were $ 4.1 million and $ 5.2 million, respectively, and $ 6.7 million and $ 10.4 million for the six months ended March 31, 2026 and 2025, respectively. These operating costs were recorded within Drilling services operating expenses in our Unaudited Condensed Consolidated Statement of Operations.
Foreign Currencies
The reporting and functional currency of the parent company, H&P, is the United States Dollar ("USD"). Our foreign subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the functional currency). For some of our foreign subsidiaries, functional currency is not measured in U.S. Dollars, and, instead, is the local currency. On consolidation, the assets and liabilities of our non U.S. Dollar functional entities are translated at exchange rates in effect at the balance sheet date. Revenue and expenses are translated at the average exchange rates prevailing during the reporting period. Translation adjustments are recorded as a separate component of stockholders’ equity and are included in Other comprehensive income or loss on the Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss).
For foreign subsidiaries where the functional currency is not the USD, monetary assets and liabilities are remeasured at the exchange rate in effect at the balance sheet date, while non-monetary items are remeasured at historical exchange rates. Revenues and expenses are remeasured at the average exchange rates prevailing during the reporting period. Gains and losses resulting from remeasurement are included within Foreign currency exchange gain (loss) on the Unaudited Condensed Consolidated Statements of Operations.
International Operations Risks
International drilling operations may significantly contribute to our revenues and net operating income (loss). 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 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, foreign currency exchange restrictions and other difficulties repatriating cash from foreign countries, 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.
Because of the impact of local laws, some of our current operations and potential future operations in certain areas may be conducted through entities in which local citizens own interests. Additionally, these operations might involve entities (including joint ventures) where we hold only a minority interest or where operations are carried out under contracts with local entities. While we believe that neither operating through such entities nor pursuant to such arrangements would have a material adverse effect on our operations or revenues, there can be no assurance that we will in all cases be able to structure or restructure our operations to conform to local law (or the administration thereof) on terms acceptable to us.
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Approximately 41.2 percent of our operating revenues were generated from international locations during the three and six months ended March 31, 2026 compared to 42.1 percent and 28.1 percent during the three and six months ended March 31, 2025, respectively. Although we attempt to minimize the potential impact of such risks by operating in more than one geographical area, approximately 16.7 percent and 16.5 percent of our total consolidated operating revenues were from operations in the Middle East during the three and six months ended March 31, 2026 compared to 18.2 percent and 11.4 percent during the three and six months ended March 31, 2025, respectively. The majority of our operating revenues in the Middle East were from operations in Saudi Arabia and Oman. During the three and six months ended March 31, 2026, a single customer in Saudi Arabia accounted for 7.0 percent and 6.8 percent of our total consolidated operating revenues, respectively. This customer has the ability to suspend rigs and a portion of our rigs with this customer are currently suspended. 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 March 31, 2026 and September 30, 2025 consisted of the following:
(in thousands) Estimated Useful Lives March 31, 2026 September 30, 2025
Drilling services equipment 2 - 15 years
$ 7,702,202 $ 8,168,906
Tubulars 4 years
610,009 597,933
Real estate properties 10 - 45 years
5,581 8,223
Other 2 - 23 years
626,003 620,908
Construction in progress 1
173,822 182,942
9,117,617 9,578,912
Accumulated depreciation ( 5,140,437 ) ( 5,265,838 )
Property, plant and equipment, net $ 3,977,180 $ 4,313,074
Assets held-for-sale $ 24,506 $ 15,231
(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 March 31, 2026 and 2025 was $ 162.3 million and $ 147.3 million, including abandonments of $ 1.3 million and $ 1.2 million during each respective period. Depreciation expense during the six months ended March 31, 2026 and 2025 was $ 324.8 million and $ 244.3 million, including abandonments of $ 1.4 million and $ 1.9 million during each respective period. These expenses are recorded within Depreciation and amortization on our Unaudited Condensed Consolidated Statements of Operations.
Assets Held-for-Sale
The following is a summary of the changes in the balance (in thousands) of our assets held-for-sale for the period indicated below:
Balance at September 30, 2025
$ 15,231
Additions 14,890
Disposals ( 2,835 )
Impairment expense
( 2,780 )
Balance at March 31, 2026
$ 24,506
Fiscal Year 2025 Activity
During the fiscal year ended September 30, 2025, we committed to a plan to sell a significant portion of our real estate portfolio, including a shopping center comprised of approximately 371,000 leasable square feet with a net book value of $ 12.0 million.
During the fiscal year ended September 30, 2025, we identified 16 land rigs within our International Solutions operating segment that met the asset held-for-sale criteria with an aggregate net book value of $ 3.2 million.
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Fiscal Year 2026 Activity
In October 2025 , we committed to a plan to scrap 30 rigs and auxiliary equipment within our North America Solutions segment and three rigs within our Offshore Solutions segment as part of our strategy to right size our fleet and reduce expenses. Of the 30 North America Solutions rigs, 10 were previously decommissioned. The book values of those assets in our North America Solutions and Offshore Solutions segments were written down to the fair value less estimated cost to sell, and were reclassified as held-for-sale during the six months ended March 31, 2026. As a result, we recognized a non-cash impairment charge of $ 97.9 million and $ 2.1 million in the North America Solutions and Offshore Solutions segments respectively, during the six months ended March 31, 2026, in the Unaudited Condensed Consolidated Statement of Operations. During the three months ended March 31, 2026, we completed the disposal of a portion of the North America Solutions assets that had been classified as held-for-sale as of December 31, 2025. The assets had a net book value of $ 1.5 million, resulting in a $ 1.7 million gain during the three months ended March 31, 2026. Gains related to the disposal of these assets are recorded in Other (gain) loss on sale of assets within our Unaudited Condensed Consolidated Statements of Operations. During the three months ended March 31, 2026, we identified an additional $ 2.2 million of Offshore Solutions assets to be sold that were reclassified to held-for-sale. The estimated fair value of the Offshore Solutions assets exceeded the carrying value and therefore no impairment was recognized.
In October 2025 , we identified six land rigs, inventory, and auxiliary assets within our International Solutions operating segment that met the asset held-for-sale criteria with an aggregate net book value of $ 6.4 million. The carrying amounts of these assets were determined to be equal to their estimated fair values; therefore, no impairment charge was recognized. During the six months ended March 31, 2026, we completed the disposal of a portion of the International Solutions assets that were classified as held-for-sale as of September 30, 2025. The assets had a net book value of $ 1.3 million, resulting in a $ 0.3 million gain during six months ended March 31, 2026. Gains related to the disposal of these assets are recorded in Other (gain) loss on sale of assets within our Unaudited Condensed Consolidated Statements of Operations. Additionally, in March 2026, we identified an international drilling rig that met the asset held-for-sale criteria. The rig's net book value of $ 23.5 million was written down to its estimated scrap value of $ 0.2 million, which represents fair value, resulting in a non-cash impairment charge of $ 23.3 million in our International Solutions segment during the three months ended March 31, 2026. During the three months ended March 31, 2026, we recognized a non-cash impairment charge of $ 2.8 million to write down assets previously classified as held‑for‑sale to their estimated fair value less costs to sell.
Gain on Reimbursement of Drilling Equipment
We recognized a gain of $ 5.9 million and $ 12.1 million during the three and six months ended March 31, 2026 as compared to a gain of $ 10.0 million and $ 19.4 million during the three and six months ended March 31, 2025, respectively, related to customer reimbursement for the current replacement value of lost or damaged drill pipe. Gains related to these tubular assets are recorded in Gain on reimbursement of drilling equipment within our Unaudited Condensed Consolidated Statements of Operations.
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. Our goodwill reporting units are North America Solutions and Offshore Solutions.
The following table sets forth our goodwill balance by segment for the periods indicated:
(in thousands) North America Solutions Offshore Solutions Total
Goodwill balance at September 30, 2025
$ 45,653 $ 137,201 $ 182,854
Foreign currency translation adjustment
— 941 941
Goodwill balance at March 31, 2026
$ 45,653 $ 138,142 $ 183,795
Indefinite-lived Intangible
After initial recognition, acquired in-process research and development ("IPR&D") projects are considered indefinite-lived until the abandonment or completion of the associated research and development effort. Acquired IPR&D is not amortized, but is subject to an annual impairment assessment. Included in Intangible assets, net, on our Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026 and September 30, 2025 was $ 1.4 million and $ 3.2 million, of IPR&D, respectively. During the six months ended March 31, 2026, we recorded a non-cash impairment charge of $ 3.0 million, associated with previously capitalized IPR&D that were determined to have no alternative future use. This amount is included in Asset impairment charges on our Unaudited Condensed Consolidated Statements of Operations. Additionally, during the three months ended March 31, 2026, $ 0.2 million in IPR&D projects were completed and reclassified to a finite-lived intangible asset.
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Finite-lived Intangibles
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 whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable in accordance with our policies for valuation of long-lived assets.
Our finite-lived intangible assets consist of the following:
March 31, 2026
(in thousands) Weighted Average Estimated Useful Lives Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Adjustment
Net
Finite-lived intangible assets:
Developed technology 14 years $ 110,725 $ ( 51,256 ) $ 559 $ 60,028
Customer relationships 9 years 432,200 ( 75,180 ) 11,277 368,297
Intellectual property 13 years 2,000 ( 902 ) — 1,098
Trade name 13 years 16,570 ( 3,625 ) 283 13,228
$ 561,495 $ ( 130,963 ) $ 12,119 $ 442,651
September 30, 2025
(in thousands) Weighted Average Estimated Useful Lives Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Adjustment Net
Finite-lived intangible assets:
Developed technology 14 years $ 110,516 $ ( 47,278 ) $ 649 $ 63,887
Customer relationships 9 years 432,200 ( 42,077 ) 13,093 403,216
Intellectual property 13 years 2,000 ( 821 ) — 1,179
Trade name 13 years 16,725 ( 3,088 ) 329 13,966
$ 561,441 $ ( 93,264 ) $ 14,071 $ 482,248
Amortization expense in the Unaudited Condensed Consolidated Statements of Operations was $ 18.4 million and $ 9.9 million for the three months ended March 31, 2026 and 2025, respectively and $ 37.8 million and $ 11.5 million for the six months ended March 31, 2026 and 2025, respectively.
Over the next five years, amortization expense is estimated to be as follows:
(in thousands)
Fiscal year:
Remainder of 2026 $ 36,365
2027 72,730
2028 72,730
2029 47,913
2030 35,125
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NOTE 5 DEBT
As of March 31, 2026 and September 30, 2025, we have the following debt outstanding with maturities shown in the following table:
March 31, 2026 September 30, 2025
(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 $ ( 1,814 ) $ 348,186 $ 350,000 $ ( 2,326 ) $ 347,674
Due December 1, 2029
350,000 ( 3,030 ) 346,970 350,000 ( 3,398 ) 346,602
Due September 29, 2031 550,000 ( 3,363 ) 546,637 550,000 ( 3,664 ) 546,336
Due December 1, 2034
550,000 ( 6,517 ) 543,483 550,000 ( 6,803 ) 543,197
Total unsecured senior notes
$ 1,800,000 $ ( 14,724 ) $ 1,785,276 $ 1,800,000 $ ( 16,191 ) $ 1,783,809
Unsecured term loan credit agreement:
Due January 15, 2027
140,000 ( 602 ) 139,398 200,000 ( 980 ) 199,020
Secured term loan credit agreements:
Due December 31, 2033
38,071 ( 834 ) 37,237 39,789 ( 888 ) 38,901
Due December 31, 2034
41,379 ( 857 ) 40,522 43,091 ( 878 ) 42,213
Total secured term loan credit agreements
$ 79,450 $ ( 1,691 ) $ 77,759 $ 82,880 $ ( 1,766 ) $ 81,114
Total debt
$ 2,019,450 $ ( 17,017 ) $ 2,002,433 $ 2,082,880 $ ( 18,937 ) $ 2,063,943
Less: current portion of long-term debt
( 146,859 ) 602 ( 146,257 ) ( 6,859 ) — ( 6,859 )
Total long-term debt, net
$ 1,872,591 $ ( 16,415 ) $ 1,856,176 $ 2,076,021 $ ( 18,937 ) $ 2,057,084
The principal amount and maturities of our long-term debt as of March 31, 2026 are summarized in the table below:
(in thousands)
Fiscal year:
Remainder of 2026 $ 3,430
2027 146,859
2028 356,859
2029 8,577
2030 360,862
Thereafter 1,142,863
Total
$ 2,019,450
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.
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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 use commercially reasonable efforts to file with the SEC, and cause to be declared effective, a registration statement with respect to an offer to exchange each series of the Notes for freely tradable notes (“Registered Notes”) having terms identical in all material respects to each such series of Notes (the “Registered Exchange Offer”). Accordingly, on May 15, 2025, the Company filed a registration statement on Form S-4 with the SEC, which was declared effective on May 28, 2025. On May 28, 2025, the Company launched the Registered Exchange Offer, which expired on July 10, 2025. Substantially all of the Notes were tendered and exchanged for Registered Notes in the Exchange Offer.
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 as amended (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.
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 an unsecured term loan credit agreement (the "Term Loan Credit Agreement"), among the Company, Morgan Stanley Senior Funding, Inc. (“MSSF”) as administrative agent, and the other lenders party thereto. On the Closing Date, the Company drew an aggregate principal amount of $ 400.0 million under the Term Loan Credit Agreement for purposes of financing the Acquisition. The Term Loan Credit Agreement matures at the two-year anniversary of the funding of the term loan unless earlier terminated pursuant to the terms of the Term Loan Credit Agreement. 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 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. During the three and six months ended March 31, 2026, the Company repaid $ 30.0 million and $ 60.0 million of the outstanding balance on the Term Loan Credit Agreement, respectively. As the debt was scheduled to mature in January 2027, the outstanding balance as of March 31, 2026, in the amount of $ 140.0 million, was reclassified to Current portion of long-term debt, net on the Unaudited Condensed Consolidated Balance Sheet as of March 31, 2026. In April 2026, we repaid the remaining $ 140.0 million balance outstanding on the Term Loan Credit Agreement.
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 March 31, 2026, the spread over SOFR was 1.375 percent and commitment fees were 0.175 percent. As of March 31, 2026, the interest rate on the Term Loan Credit Agreement was 5.143 percent per annum. The weighted average variable interest rate on all amounts outstanding under the Term Loan Credit Agreement was 5.166 percent and 5.339 percent for the three and six months ended March 31, 2026, respectively.
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2024 Oman Facility
The 2024 Oman Facility provides for term loan borrowings of $ 45.5 million, which was originally fully drawn, but subsequently reduced by quarterly debt repayments. These secured bank loans are wholly denominated in Omani rial. The value of these borrowings in Omani rial is OMR 17.6 million. The commitments under the 2024 Oman Facility mature December 31, 2034.
During the fiscal year ended September 30, 2025, our 2024 Oman Facility was amended to bear interest payable quarterly at a fixed rate of 6.00 percent per annum for two years and thereafter, at a rate that is the higher of (x) 5.00 percent and (y) the reference rate specified in the 2024 Oman Facility plus 1.75 percent. During the three and six months ended March 31, 2026, the Company repaid $ 0.8 million and $ 1.7 million of the outstanding balance on the facility, respectively. Of the $ 41.4 million borrowings outstanding at March 31, 2026, a total of $ 3.4 million is payable within one year.
There is an annual financial covenant in the 2024 Oman Facility that requires KCAD Energy to maintain a debt service coverage ratio of at least 1.20 :1.00. The 2024 Oman Facility and related agreements contain additional terms, conditions, restrictions and covenants that we believe are usual and customary in secured debt arrangements for companies of similar size and credit quality.
2023 Oman Facility
The 2023 Oman Facility provides for term loan borrowings of $ 45.6 million, which was originally fully drawn, but subsequently reduced by quarterly debt repayments. These secured bank loans are wholly denominated in Omani rial. The value of these borrowings in Omani rial is OMR 17.6 million. The commitments under the 2023 Oman Facility mature December 31, 2033.
During the fiscal year ended September 30, 2025, our 2023 Oman Facility was amended to bear interest payable quarterly at a fixed rate of 6.00 percent per annum for two years and thereafter, at a rate that is the higher of (x) 5.00 percent and (y) the reference rate specified in the 2023 Oman Facility plus 1.75 percent. During the three and six months ended March 31, 2026, the Company repaid $ 0.8 million and $ 1.7 million of the outstanding balance on the facility, respectively. Of the $ 38.1 million borrowings outstanding at March 31, 2026, a total of $ 3.4 million is payable within one year.
There is an annual financial covenant in the 2023 Oman Facility that requires KCAD Energy to maintain a debt service coverage ratio of at least 1.20 :1.00. The 2023 Oman Facility and related agreements contain additional terms, conditions, restrictions and covenants that we believe are usual and customary in secured debt arrangements for companies of similar size and credit quality.
Amended 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 ("Wells Fargo") as administrative agent, swingline 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, swingline 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. $ 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 March 31, 2026, 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 March 31, 2026, there were no borrowings or letters of credit outstanding, leaving $ 950.0 million available to borrow under the Amended Credit Facility.
As of March 31, 2026, we had $ 420.0 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 $ 420.0 million, $ 234.4 million was outstanding as of March 31, 2026.
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 March 31, 2026, we were in compliance with all debt covenants.
NOTE 6 INCOME TAXES
We use an estimated annual effective tax rate for purposes of determining the income tax provision during interim reporting periods. In calculating our estimated annual effective tax rate, we consider forecasted annual pre-tax income and estimated permanent book versus tax differences. Adjustments to the effective tax rate and estimates could occur during the year as information and assumptions change which could include, but are not limited to, changes to the forecasted amounts, estimates of permanent book versus tax differences, and changes to tax laws and rates.
Our income tax expense for the three months ended March 31, 2026 and 2025 was $ 9.3 million and $ 41.5 million, respectively, resulting in effective tax rates of ( 20.0 ) percent and 93.3 percent, respectively. Our income tax expense for the six months ended March 31, 2026 and 2025 was $ 20.5 million and $ 63.1 million, respectively, resulting in effective tax rates of ( 15.7 ) percent and 52.2 percent, respectively. Effective tax rates differ from the U.S. federal statutory rate of 21.0 percent for the three and six months ended March 31, 2026 and 2025, primarily due to permanent non-deductible items, foreign losses for which no tax benefit has been recognized, state and foreign income taxes, and discrete adjustments. The discrete adjustments are primarily due to equity compensation and unrecognized tax benefits.
As of March 31, 2026, we have recorded unrecognized tax benefits and related interest and penalties of approximately $ 18.9 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 for the repurchase of up to four million common shares in any calendar year. The repurchases may be made using our cash and cash equivalents or other available sources and are held as treasury shares on our Unaudited Condensed Consolidated Balance Sheets. We did not make any share repurchases during the three and six months ended March 31, 2026 and 2025.
A cash dividend of $ 0.25 per share was declared on March 4, 2026 for shareholders of record on May 18, 2026, payable on June 1, 2026. As a result, we recorded a Dividend payable of $ 25.4 million on our Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026.
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Accumulated Other Comprehensive Income
Components of accumulated other comprehensive income were as follows:
March 31, September 30,
(in thousands) 2026 2025
Pre-tax amounts:
Unrealized pension actuarial gain on defined benefit pension plans
$ 4,544 $ 3,336
Unrealized gain on available-for-sale debt security
— 383
Foreign currency translation adjustment
38,187 45,682
$ 42,731 $ 49,401
After-tax amounts:
Unrealized pension actuarial gain on defined benefit pension plans
$ 5,404 $ 4,470
Unrealized gain on available-for-sale debt security
— 296
Foreign currency translation adjustment
38,092 40,198
$ 43,496 $ 44,964
The following is a summary of the changes in accumulated other comprehensive income, net of tax, for the three and six months ended March 31, 2026:
Three Months Ended March 31, 2026
(in thousands) Defined Benefit Pension Plan Unrealized Gain on Available-for-Sale Security Foreign Currency
Translation Adjustment
Total
Balance at beginning of period $ 5,711 $ — $ 36,969 $ 42,680
Activity during the period
Other comprehensive income before reclassifications
— — 1,123 1,123
Amounts reclassified from accumulated other comprehensive income ( 307 ) — — ( 307 )
Net current-period other comprehensive income (loss) ( 307 ) — 1,123 816
Balance at March 31, 2026
$ 5,404 $ — $ 38,092 $ 43,496
Six Months Ended March 31, 2026
(in thousands) Defined Benefit Pension Plan Unrealized Gain on Available-for-Sale Security Foreign Currency
Translation Adjustment
Total
Balance at beginning of period $ 4,470 $ 296 $ 40,198 $ 44,964
Activity during the period
Other comprehensive loss before reclassifications
— — ( 2,106 ) ( 2,106 )
Amounts reclassified from accumulated other comprehensive income 934 ( 296 ) — 638
Net current-period other comprehensive income (loss) 934 ( 296 ) ( 2,106 ) ( 1,468 )
Balance at March 31, 2026
$ 5,404 $ — $ 38,092 $ 43,496
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.
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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 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 $ 292.7 million and $ 573.3 million, of which $ 14.0 million and $ 27.8 million related to performance bonuses recognized upon achievement of performance targets during the three and six months ended March 31, 2026 , respectively. Similarly, total revenue recognized from performance contracts, including performance bonuses, was $ 325.8 million and $ 631.6 million, of which $ 17.0 million and $ 33.9 million related to performance bonuses recognized upon achievement of performance targets during the three and six months ended March 31, 2025 , respectively.
Contract Costs
As of March 31, 2026 and September 30, 2025, we had capitalized fulfillment costs of $ 25.2 million and $ 34.8 million, respectively.
Remaining Performance Obligations
The total aggregate transaction price allocated to the unsatisfied performance obligations related to firm contracts, commonly referred to as backlog, as of March 31, 2026 was approximately $ 5.4 billion, of which $ 1.1 billion is expected to be recognized during the remainder of fiscal year 2026, $ 1.3 billion in fiscal year 2027, and $ 3.0 billion in fiscal year 2028 and thereafter. The firm backlog 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. Although we have not been materially adversely affected by contract cancellations or modifications in the past due to the level of capital deployed by our customers on underlying projects, the early termination of a contract or suspension of operations may result in a rig being idle for an extended period of time, could adversely affect our financial condition, results of operations and cash flows. Some of our revenue agreements contain provisions for optional early termination or suspension without any associated early termination fee and could cause the actual amount of revenue earned to significantly vary from the backlog reported.
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) March 31, 2026 September 30, 2025
Contract assets, net $ 9,342 $ 10,971
(in thousands) March 31, 2026
Contract liabilities balance at September 30, 2025
$ 81,213
Payment received/accrued and deferred
34,558
Revenue recognized during the period ( 34,198 )
Contract liabilities balance at March 31, 2026
$ 81,573
NOTE 9 EARNINGS (LOSS) 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.
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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.
The following table sets forth the computation of basic and diluted earnings per share:
Three Months Ended
March 31, Six Months Ended
March 31,
(in thousands, except per share amounts) 2026 2025 2026 2025
Numerator:
Net income (loss) attributable to common shareholders
$ ( 58,609 ) $ 1,654 $ ( 155,315 ) $ 56,426
Adjustment for basic earnings (loss) per share
Earnings allocated to unvested shareholders ( 454 ) ( 404 ) ( 948 ) ( 841 )
Numerator for basic earnings (loss) per share ( 59,063 ) 1,250 ( 156,263 ) 55,585
Adjustment for diluted earnings (loss) per share
Effect of reallocating undistributed earnings of unvested shareholders — — — —
Numerator for diluted earnings (loss) per share $ ( 59,063 ) $ 1,250 $ ( 156,263 ) $ 55,585
Denominator:
Denominator for basic earnings per share - weighted-average shares
99,878 99,360 99,709 99,111
Effect of dilutive shares from restricted stock and performance share units — 21 — 17
Denominator for diluted earnings per share - adjusted weighted-average shares
99,878 99,381 99,709 99,128
Basic earnings (loss) per common share: $ ( 0.59 ) $ 0.01 $ ( 1.57 ) $ 0.56
Diluted earnings (loss) per common share: $ ( 0.59 ) $ 0.01 $ ( 1.57 ) $ 0.56
We had a net loss for three and six months ended March 31, 2026. Accordingly, our diluted loss per share calculation was equivalent to our basic loss per share calculation since diluted loss per share excluded any assumed exercise 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 per share because their inclusion would have been anti-dilutive:
Three Months Ended
March 31, Six Months Ended
March 31,
(in thousands, except per share amounts) 2026 2025 2026 2025
Potentially dilutive shares excluded as anti-dilutive 1,450 3,543 1,663 2,121
Weighted-average price per share $ 53.98 $ 48.45 $ 54.63 $ 56.82
NOTE 10 FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS
We have certain assets and liabilities that are required to be measured and disclosed at fair value. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. We use the following fair value hierarchy established in ASC 820-10 to measure fair value to prioritize the inputs:
• Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.
• Level 2 — Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets; quoted prices for similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
• Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
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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.
Fair Value Measurements
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:
March 31, 2026
(in thousands) Fair Value Level 1 Level 2 Level 3
Assets
Short-term investments:
Corporate debt securities
$ 21,756 $ — $ 21,756 $ —
Total 21,756 — 21,756 —
Long-term Investments:
Recurring fair value measurements:
Equity securities:
Non-qualified supplemental savings plan 17,163 17,163 — —
Investment in Tamboran 46,960 46,960 — —
Other equity securities
1,691 1,691 — —
Debt securities:
Geothermal debt securities, net 2,000 — — 2,000
Other debt securities 250 — — 250
Total $ 68,064 $ 65,814 $ — $ 2,250
As of March 31, 2026, our short-term security investments in held to maturity bonds totaled $ 0.2 million. These investments are measured at cost, less any impairments.
As of March 31, 2026, our equity security investments in geothermal energy were $ 9.1 million. These investments are measured at cost, less any impairments. Our other equity security investments totaled $ 8.4 million, of which $ 4.2 million was measured at fair value as of March 31, 2026. The remaining $ 4.2 million were measured at cost, less any impairments.
September 30, 2025
(in thousands) Fair Value Level 1 Level 2 Level 3
Assets
Short-term investments:
Corporate debt securities $ 21,302 $ — $ 21,302 $ —
Total 21,302 — 21,302 —
Long-term investments:
Recurring fair value measurements:
Equity securities:
Non-qualified supplemental savings plan 17,662 17,662 — —
Investment in Tamboran 25,976 25,976 — —
Other equity securities 1,449 1,449 — —
Debt securities:
Investment in Galileo, net — — — —
Geothermal debt securities, net 2,000 — — 2,000
Other debt securities 250 — — 250
Total $ 47,337 $ 45,087 $ — $ 2,250
As of September 30, 2025, our short-term security investments in held to maturity bonds totaled $ 0.2 million. These investments are measured at cost, less any impairments.
As of September 30, 2025, our equity security investments in geothermal energy and other equity security investments were $ 14.1 million and 6.7 million, respectively. These investments are measured at cost, less any impairments.
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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. For these items, quoted current market prices are readily available. Level 2 inputs include corporate bonds measured using broker quotations that utilize observable market inputs.
During the six months ended March 31, 2025, we sold our equity securities of 159.7 million shares in ADNOC Drilling and received net proceeds of approximately $ 193.3 million. During the six months ended March 31, 2025, we recognized a loss of approximately $ 12.4 million on our Unaudited Condensed Consolidated Statements of Operations, related to this investment.
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 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 shares received in this initial public offering were subject to a 180-day lockup period, which expired during the first fiscal quarter of 2025.
As of March 31, 2026, our combined equity ownership was approximately 4.5 percent representing 1.0 million common shares in Tamboran Corp. During the fiscal year ended September 30, 2025, our representation on the investee's board of directors ceased. As a result, we determined that we no longer have the ability to exert significant influence over the investee. We consider this investment to have a readily determinable fair value and in accordance with ASC 321, we continue to account for this investment using the fair value option with any changes in fair value recognized through net income (loss). 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. 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 (loss) and recorded within Gain on investment securities on our Unaudited Condensed Consolidated Statements of Operations. During the three and six months ended March 31, 2026, we recognized gains of $ 19.5 million and $ 21.0 million as a result of the change in fair value of the investment compared to gains of $ 3.2 million and $ 2.1 million during the three and six months ended March 31, 2025.
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.
During the fiscal year ended September 30, 2025, we recorded a $ 29.6 million loss on our investment in Galileo, due to an allowance for credit loss on the convertible note, driven by heightened liquidity constraints and changes in governance, which led management to conclude that the fair value of the investment was not recoverable. As a result, the investment was fully reserved as of September 30, 2025. The loss was recognized through net income (loss) and recorded within Gain (loss) on investment securities on our Consolidated Statements of Operations. During the six months ended March 31, 2026, we released Galileo from this legal obligation, resulting in the full write-off of the investment.
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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 March 31, Six Months Ended March 31,
(in millions) 2026 2025 2026 2025
Assets at beginning of period $ 21,040 $ 30,845 $ 20,861 $ 30,090
Purchases 1,038 288 1,038 934
Sales
— — ( 124 ) —
Total gain (loss):
Included in earnings ( 4,531 ) 14,386 ( 4,228 ) 14,495
Assets at end of period $ 17,547 $ 45,519 $ 17,547 $ 45,519
The aggregate gains and (losses) included in earnings during the three and six months ended March 31, 2026 and 2025 were attributable to the changes in fair value of various geothermal equity investments. These gains (losses) are included in Gain on investment securities on our Unaudited Condensed Consolidated Statements of Operations.
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 March 31, 2026 and September 30, 2025.
The fair values of the long-term fixed-rate debt are based on broker quotes at March 31, 2026 and September 30, 2025. The unsecured senior notes and unsecured term loan agreement are classified within Level 2 of the fair value hierarchy as they are not actively traded in markets. The secured term agreements are classified as nonpublic debt, meaning their value was directly negotiated between the involved parties and is not observable in the market. As a result, they are categorized as Level 3. Since this debt is nonpublic, the carrying value and the fair value of the loans are identical.
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The following information presents the supplemental fair value information for our long-term fixed-rate debt, net at March 31, 2026 and September 30, 2025:
Carrying Value at March 31, 2026
Fair Value at March 31, 2026
Using Inputs Considered as:
(in thousands)
Level 1
Level 2
Level 3
Unsecured senior notes:
2027 Notes $ 348,186 $ — $ 350,833 $ —
2029 Notes 346,970 — 351,141 —
2031 Notes 546,637 — 491,772 —
2034 Notes 543,483 — 540,320 —
Secured term loan credit agreements:
2023 Oman Facility
33,802 — — 33,802
2024 Oman Facility
37,098 — — 37,098
Total long-term debt, net of current portion
$ 1,856,176 $ — $ 1,734,066 $ 70,900
Carrying Value at September 30, 2025
Fair Value at September 30, 2025
Using Inputs Considered as:
(in thousands) Level 1 Level 2 Level 3
Unsecured senior notes:
2027 Notes $ 347,675 $ — $ 352,261 $ —
2029 Notes 346,602 — 348,688 —
2031 Notes 546,336 — 486,343 —
2034 Notes 543,197 — 538,417 —
Unsecured term loan credit agreement:
2027 Term Loan 199,020 — 201,292 —
Secured term loan credit agreements:
2023 Oman Facility 35,465 — — 35,465
2024 Oman Facility 38,789 — — 38,789
Total long-term debt, net of current portion $ 2,057,084 $ — $ 1,927,001 $ 74,254
NOTE 11 COMMITMENTS AND CONTINGENCIES
Purchase Commitments
Equipment, parts, and supplies are ordered in advance to promote efficient construction and capital improvement progress. At March 31, 2026, we had outstanding purchase commitments for equipment, parts and supplies of approximately $ 147.2 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.
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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 SIRs and deductibles. Although no assurance can be given, we believe, based on our experiences to date and taking into account established reserves and insurance, that the ultimate resolution of such items will not have a material adverse impact on our financial condition, cash flows, or results of operations. When we determine a loss is probable of occurring and is reasonably estimable, we accrue an undiscounted liability for such contingencies based on our best estimate using information available at that time. If the estimated loss is a range of potential outcomes and there is no better estimate within the range, we accrue the amount at the low end of the range. We disclose contingencies where an adverse outcome may be material, or in the judgment of management, we conclude the matter should otherwise be disclosed.
NOTE 12 BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION
Description of the Business
We are a performance-driven drilling solutions and technologies company based in Tulsa, Oklahoma with operations in all major U.S. onshore oil and gas producing basins as well as the Middle East, Europe, Latin America, 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 Solutions.
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. External revenues included in “Other” primarily consist of rental, manufacturing and engineering services income.
Segment Performance
In March 2026, we named a new Chief Executive Officer, Raymond John Adams III, who now serves as our chief operating decision maker ("CODM"). Our CODM evaluates segment performance and allocates resources based on segment operating income (loss) before income taxes. Components within segment operating income (loss), such as operating revenues and direct operating expenses, are used to monitor actual performance against forecasted results for each segment.
Segment operating income (loss) before income taxes includes:
• Revenues from external and internal customers
• Direct operating costs
• Depreciation and amortization
• Research and development
• Allocated general and administrative expenses
▪ Acquisition transaction and integration costs
• Asset impairment charges
• 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, corporate acquisition transaction and integration costs, corporate asset impairment charges, 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 three and six months ended March 31, 2026 and 2025 is shown in the following tables:
Three Months Ended March 31, 2026
(in thousands) North America Solutions International Solutions Offshore Solutions Total
Revenues from external customers $ 517,020 $ 218,029 $ 171,378 $ 906,427
Intersegment revenues 225 292 — 517
Total revenues 517,245 218,321 171,378 906,944
Reconciliation of revenues:
All other revenues 48,607
Elimination of intersegment revenues ( 23,189 )
Total consolidated revenues 932,362
Less 1 :
Direct operating expenses 302,038 206,826 144,495 653,359
Depreciation & amortization 82,955 79,257 9,862 172,074
Research and development 7,115 — — 7,115
Selling, general and administrative costs 13,401 4,249 2,654 20,304
Acquisition transaction and integration costs
— 1,198 352 1,550
Asset impairment charge — 26,101 — 26,101
Restructuring charges 402 302 — 704
Segment operating income (loss) 111,334 ( 99,612 ) 14,015 25,737
Reconciliation of segment operating income (loss):
All other operating loss ( 7,397 )
Elimination of intersegment loss ( 2,507 )
Segment operating income
15,833
(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown.
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Six Months Ended March 31, 2026
(in thousands) North America Solutions International Solutions Offshore Solutions Total
Revenues from external customers $ 1,080,585 $ 447,315 $ 359,660 $ 1,887,560
Intersegment revenues 598 5,294 — 5,892
Total revenues 1,081,183 452,609 359,660 1,893,452
Reconciliation of revenues:
All other revenues 106,513
Elimination of intersegment revenues ( 50,577 )
Total consolidated revenues 1,949,388
Less 1 :
Direct operating expenses 627,171 412,399 301,775 1,341,345
Depreciation & amortization 167,199 157,378 20,682 345,259
Research and development 13,523 — — 13,523
Selling, general and administrative costs 27,423 8,394 3,698 39,515
Acquisition transaction and integration costs
— 1,634 925 2,559
Asset impairment charge 97,922 26,101 2,128 126,151
Restructuring charges 402 1,620 — 2,022
Segment operating income (loss) 147,543 ( 154,917 ) 30,452 23,078
Reconciliation of segment operating income (loss):
All other operating loss
( 8,620 )
Elimination of intersegment loss
( 3,302 )
Segment operating income 11,156
(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown.
Three Months Ended March 31, 2025
(in thousands) North America Solutions International Solutions Offshore Solutions Total
Revenues from external customers $ 599,451 $ 247,740 $ 149,080 $ 996,271
Intersegment revenues 243 169 — 412
Total revenues 599,694 247,909 149,080 996,683
Reconciliation of revenues:
All other revenues 45,524
Elimination of intersegment revenues ( 26,168 )
Total consolidated revenues 1,016,039
Less 1 :
Direct operating expenses 334,073 220,983 122,904 677,960
Depreciation & amortization 87,151 57,153 7,777 152,081
Research and development 9,502 — — 9,502
Selling, general and administrative costs 15,484 4,546 964 20,994
Acquisition transaction and integration costs
34 210 60 304
Asset impairment charge 1,507 — — 1,507
Segment operating income (loss) 151,943 ( 34,983 ) 17,375 134,335
Reconciliation of segment operating income (loss):
All other operating loss
( 1,375 )
Elimination of intersegment loss
( 8,463 )
Segment operating income 124,497
(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown.
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Six Months Ended March 31, 2025
(in thousands) North America Solutions International Solutions Offshore Solutions Total
Revenues from external customers $ 1,197,374 $ 295,220 $ 178,290 $ 1,670,884
Intersegment revenues 465 169 — 634
Total revenues 1,197,839 295,389 178,290 1,671,518
Reconciliation of revenues:
All other revenues 64,806
Elimination of intersegment revenues ( 42,983 )
Total consolidated revenues 1,693,341
Less 1 :
Direct operating expenses 666,420 275,411 145,565 1,087,396
Depreciation & amortization 175,487 61,981 9,757 247,225
Research and development 18,943 — — 18,943
Selling, general and administrative costs 31,294 7,254 2,028 40,576
Acquisition transaction and integration costs
34 210 60 304
Asset impairment charge 1,507 — — 1,507
Segment operating income (loss) 304,154 ( 49,467 ) 20,880 275,567
Reconciliation of segment operating income (loss):
All other operating loss
( 601 )
Elimination of intersegment loss
( 8,361 )
Segment operating income 266,605
(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker. Intersegment expenses are included within the amounts shown.
The following table reconciles segment operating income per the tables above to income (loss) before income taxes as reported on the Unaudited Condensed Consolidated Statements of Operations:
Three Months Ended March 31, Six Months Ended March 31,
(in thousands) 2026 2025 2026 2025
Segment operating income
$ 15,833 $ 124,497 $ 11,156 $ 266,605
Gain on reimbursement of drilling equipment 5,943 9,973 12,063 19,376
Other gain (loss) on sale of assets
1,305 884 ( 621 ) ( 789 )
Corporate selling, general and administrative costs, corporate depreciation, corporate acquisition transaction and integration costs, corporate asset impairment charges, and corporate restructuring charges
( 60,001 ) ( 93,191 ) ( 119,429 ) ( 152,143 )
Operating income (loss) ( 36,920 ) 42,163 ( 96,831 ) 133,049
Other income (expense)
Interest and dividend income 2,155 7,257 4,913 28,998
Interest expense ( 25,814 ) ( 28,338 ) ( 51,421 ) ( 50,636 )
Gain on investment securities
14,391 27,788 15,320 14,421
Foreign currency exchange gain (loss) 2,952 ( 6,018 ) 2,979 ( 6,921 )
Other ( 3,327 ) 1,596 ( 5,253 ) 1,956
Total other income (expense) ( 9,643 ) 2,285 ( 33,462 ) ( 12,182 )
Income (loss) before income taxes $ ( 46,563 ) $ 44,448 $ ( 130,293 ) $ 120,867
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The following table reconciles segment total assets to total assets as reported on the Unaudited Condensed Consolidated Balance Sheets:
(in thousands) March 31, 2026 September 30, 2025
Total assets 1
North America Solutions $ 2,764,035 $ 2,957,139
International Solutions 2,385,101 2,426,613
Offshore Solutions 695,319 714,708
Other 291,651 360,037
6,136,106 6,458,497
Investments and corporate operations 200,161 247,241
$ 6,336,267 $ 6,705,738
(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 March 31, Six months ended March 31,
(in thousands) 2026 2025 2026 2025
Operating revenues
United States $ 547,818 $ 588,251 $ 1,146,205 $ 1,216,931
Norway 86,028 78,305 174,713 78,305
Saudi Arabia 65,583 94,690 131,882 97,921
Oman 63,201 69,620 130,864 69,620
Azerbaijan 46,751 42,759 98,632 42,759
Argentina 35,934 44,952 71,527 79,611
Other foreign 87,047 97,462 195,565 108,194
Total $ 932,362 $ 1,016,039 $ 1,949,388 $ 1,693,341
The following table presents property, plant and equipment by country based on the location of service provided:
(in thousands) March 31, 2026 September 30, 2025
Property, plant and equipment, net
United States $ 2,299,442 $ 2,503,045
Saudi Arabia 835,591 971,440
Oman 439,425 445,706
Other Foreign 402,722 392,883
Total $ 3,977,180 $ 4,313,074
NOTE 13 SUBSEQUENT EVENTS
Subsequent to March 31, 2026, we completed the sale of Utica Square, a shopping center comprising approximately 371,000 leasable square feet located in Tulsa, Oklahoma, and included within our "Other" operations, receiving net proceeds of approximately $ 129.0 million, after deducting $ 4.9 million in selling fees. The property was classified as held-for-sale as of March 31, 2026, with a net book value of $ 12.9 million.
Subsequent to March 31, 2026, the Company fully repaid the remaining balance of $ 140.0 million outstanding under the Term Loan Credit Agreement. As a result of this repayment, no amounts remain outstanding under the Term Loan Credit Agreement.
Subsequent to March 31, 2026, an incident occurred involving a rig operating in Texas, which resulted in a fire and significant damage to the rig. Based on information available as of the date of this filing, management believes the rig is a total loss. The net book value of this rig was approximately $ 11.7 million at March 31, 2026. The Company maintains insurance coverage related to this asset and has initiated a claim with its insurance carrier. While the insurance carrier has not yet completed its assessment, management currently estimates that insurance proceeds could be in excess of the net book value if it is deemed to be a total loss. The timing and amount of recovery remain uncertain.
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.