Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
HELMERICH & PAYNE, INC.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
June 30, September 30,
(in thousands except share data) 2026 2025
ASSETS
Current Assets:
Cash and cash equivalents $ 204,427 $ 196,848
Restricted cash 33,552 27,412
Short-term investments 26,960 21,496
Accounts receivable, net of allowance of $ 21,162 and $ 19,647 , respectively
869,464 782,644
Inventories of materials and supplies, net 325,803 324,326
Prepaid expenses and other, net 97,592 97,518
Assets held-for-sale 12,659 15,231
Total current assets 1,570,457 1,465,475
Investments, net 72,856 68,198
Property, plant and equipment, net 3,865,332 4,313,074
Other Noncurrent Assets:
Goodwill 182,425 182,854
Intangible assets, net 423,633 485,540
Operating lease right-of-use assets 109,250 123,598
Other assets, net 62,821 66,999
Total other noncurrent assets 778,129 858,991
Total assets $ 6,286,774 $ 6,705,738
LIABILITIES & SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts payable $ 207,365 $ 217,923
Dividends payable 25,416 25,199
Accrued liabilities 560,850 564,855
Current portion of long-term debt, net
6,859 6,859
Total current liabilities 800,490 814,836
Noncurrent Liabilities:
Long-term debt, net 1,855,257 2,057,084
Deferred income taxes 592,397 624,000
Retirement benefit obligations
98,815 109,864
Other 269,406 270,616
Total noncurrent liabilities 2,815,875 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 June 30, 2026 and September 30, 2025, and 99,935,617 and 99,446,577 shares outstanding as of June 30, 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 514,167 513,050
Retained earnings 2,463,057 2,619,090
Accumulated other comprehensive income 30,233 44,964
Treasury stock, at cost, 12,287,248 shares and 12,776,288 shares as of June 30, 2026 and September 30, 2025, respectively
( 444,588 ) ( 463,536 )
Non-controlling interest 96,318 104,548
Total shareholders’ equity 2,670,409 2,829,338
Total liabilities and shareholders' equity $ 6,286,774 $ 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 June 30, Nine Months Ended
June 30,
(in thousands, except per share amounts) 2026 2025 2026 2025
OPERATING REVENUES
Drilling services $ 986,882 $ 1,037,876 $ 2,874,433 $ 2,724,883
Other 47,974 3,048 109,811 9,382
1,034,856 1,040,924 2,984,244 2,734,265
OPERATING COSTS AND EXPENSES
Drilling services operating expenses, excluding depreciation and amortization 684,913 704,224 2,028,873 1,816,797
Other operating expenses 44,489 31,059 100,548 35,700
Depreciation and amortization 180,960 179,491 543,613 436,228
Research and development 5,909 7,777 19,571 26,558
Selling, general and administrative 65,849 65,506 207,373 209,407
Acquisition transaction and integration costs
1,671 8,623 7,814 49,025
Asset impairment charges 1,153 173,258 130,340 175,102
Restructuring charges 1,362 4,681 5,835 4,681
Gain on involuntary conversion ( 13,581 ) — ( 13,581 ) —
Gain on reimbursement of drilling equipment ( 6,036 ) ( 6,773 ) ( 18,099 ) ( 26,149 )
Other (gain) loss on sale of assets
( 120,044 ) 1,347 ( 119,423 ) 2,136
846,645 1,169,193 2,892,864 2,729,485
OPERATING INCOME (LOSS)
188,211 ( 128,269 ) 91,380 4,780
Other income (expense)
Interest and dividend income 2,280 2,856 7,193 31,854
Interest expense ( 24,439 ) ( 29,200 ) ( 75,860 ) ( 79,836 )
Gain (loss) on investment securities ( 16,007 ) ( 337 ) ( 687 ) 14,084
Foreign currency exchange gain (loss)
1,885 ( 9,216 ) 4,864 ( 16,137 )
Other ( 1,411 ) 31,258 ( 6,664 ) 33,214
( 37,692 ) ( 4,639 ) ( 71,154 ) ( 16,821 )
Income (loss) before income taxes
150,519 ( 132,908 ) 20,226 ( 12,041 )
Income tax expense 72,362 28,991 92,861 92,100
NET INCOME (LOSS)
78,157 ( 161,899 ) ( 72,635 ) ( 104,141 )
Net income attributable to non-controlling interest
2,475 859 6,998 2,191
NET INCOME (LOSS) ATTRIBUTABLE TO HELMERICH & PAYNE, INC.
$ 75,682 $ ( 162,758 ) $ ( 79,633 ) $ ( 106,332 )
Earnings (loss) per share attributable to Helmerich & Payne, Inc.:
Basic
$ 0.74 $ ( 1.64 ) $ ( 0.81 ) $ ( 1.08 )
Diluted
$ 0.74 $ ( 1.64 ) $ ( 0.81 ) $ ( 1.08 )
Weighted average shares outstanding:
Basic 99,931 99,422 99,783 99,214
Diluted 100,030 99,422 99,783 99,214
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 June 30, Nine Months Ended June 30,
(in thousands) 2026 2025 2026 2025
Net income (loss) $ 78,157 $ ( 161,899 ) $ ( 72,635 ) $ ( 104,141 )
Other comprehensive income (loss), net of income taxes:
Net change related to employee benefit plans
— 53 934 160
Unrealized gain (loss) on available-for-sale debt security — ( 92 ) — 808
Reclassification of gain on available-for-sale debt security — — ( 296 ) —
Foreign currency translation adjustment
( 13,263 ) 8,476 ( 15,369 ) 14,883
Other comprehensive income (loss) ( 13,263 ) 8,437 ( 14,731 ) 15,851
Comprehensive income (loss) $ 64,894 $ ( 153,462 ) $ ( 87,366 ) $ ( 88,290 )
Comprehensive income attributable to non-controlling interest 2,475 859 6,998 2,191
Comprehensive income (loss) attributable to Helmerich & Payne, Inc. $ 62,419 $ ( 154,321 ) $ ( 94,364 ) $ ( 90,481 )
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
Nine Months Ended June 30, 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 income (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 (loss):
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
Comprehensive income (loss):
Net income — — — 75,682 — — — 2,475 78,157
Other comprehensive loss — — — — ( 13,263 ) — — — ( 13,263 )
Dividends declared ($ 0.25 per share)
— — — ( 25,413 ) — — — — ( 25,413 )
Dividends declared and distributions to non-controlling interest — — — — — — — ( 7,158 ) ( 7,158 )
Vesting of restricted stock awards, net of shares withheld for employee taxes — — ( 909 ) — — ( 18 ) 662 — ( 247 )
Stock-based compensation — — 8,339 — — — — — 8,339
Other — — 214 — — — — ( 77 ) 137
Balance at June 30, 2026 112,222 $ 11,222 $ 514,167 $ 2,463,057 $ 30,233 12,287 $ ( 444,588 ) $ 96,318 $ 2,670,409
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Nine Months Ended June 30, 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
Comprehensive income (loss):
Net income (loss) — — — ( 162,758 ) — — — 859 ( 161,899 )
Other comprehensive income — — — — 8,437 — — — 8,437
Dividends declared ($ 0.25 per share)
— — — ( 25,201 ) — — — — ( 25,201 )
Distributions to non-controlling interests — — — — — — — ( 15,381 ) ( 15,381 )
Vesting of restricted stock awards, net of shares withheld for employee taxes — — ( 982 ) — — ( 19 ) 832 — ( 150 )
Stock-based compensation — — 7,888 — — — — — 7,888
Other — — 770 — — — — — 770
Balance at June 30, 2025 112,222 $ 11,222 $ 505,657 $ 2,701,649 $ 9,501 12,789 $ ( 464,069 ) $ 102,767 $ 2,866,727
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
Nine Months Ended June 30,
(in thousands) 2026 2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ ( 72,635 ) $ ( 104,141 )
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 543,613 436,228
Asset impairment charges 130,340 175,102
Amortization of debt discount and debt issuance costs 4,230 4,799
Stock-based compensation 28,013 22,837
(Gain) loss on investment securities 687 ( 14,084 )
Gain on involuntary conversion ( 13,581 ) —
Gain on reimbursement of drilling equipment ( 18,099 ) ( 26,149 )
Other (gain) loss on sale of assets ( 119,423 ) 2,136
Deferred income tax ( 28,980 ) ( 64,649 )
Other ( 4,974 ) 5,832
Change in assets and liabilities
Accounts receivable ( 66,165 ) 2,299
Inventories of materials and supplies 1,079 ( 17,538 )
Prepaid expenses and other ( 900 ) ( 56,792 )
Other noncurrent assets 4,087 ( 14,610 )
Accounts payable ( 8,283 ) ( 1,108 )
Accrued liabilities ( 947 ) ( 72,884 )
Other noncurrent liabilities ( 5,384 ) 58,722
Net cash provided by operating activities 372,678 336,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ( 200,198 ) ( 362,232 )
Purchase of short-term investments ( 49,640 ) ( 111,678 )
Purchase of long-term investments ( 2,239 ) ( 2,055 )
Payment for acquisition of business, net of cash acquired — ( 1,838,852 )
Proceeds from sale of short-term investments 42,542 373,028
Proceeds from sale of long-term investments — 31,990
Insurance proceeds from involuntary conversion 2,500 2,366
Proceeds from asset sales 35,797 34,923
Proceeds from real estate asset sales 127,667 —
Other ( 686 ) —
Net cash used in investing activities ( 44,257 ) ( 1,872,510 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Dividends paid ( 76,077 ) ( 75,534 )
Distributions to non-controlling interests ( 15,000 ) ( 15,380 )
Proceeds from debt issuance — 400,000
Debt issuance costs — ( 2,629 )
Payments for employee taxes on net settlement of equity awards ( 6,398 ) ( 10,759 )
Payments on unsecured long-term debt ( 200,000 ) ( 73,000 )
Other ( 5,145 ) ( 2,044 )
Net cash provided by (used in) financing activities ( 302,620 ) 220,654
Effect of exchange rate changes on cash, cash equivalents and restricted cash ( 12,393 ) 14,322
Net increase (decrease) in cash, cash equivalents and restricted cash 13,408 ( 1,301,534 )
Cash, cash equivalents and restricted cash, beginning of period 225,900 1,528,660
Cash, cash equivalents and restricted cash, end of period $ 239,308 $ 227,126
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
Nine Months Ended June 30,
(in thousands) 2026 2025
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid/(received) during the period:
Interest paid $ 82,625 $ 67,724
Income tax paid 78,493 164,631
Cash paid for amounts included in the measurement of lease liabilities:
Payments for operating leases 25,828 41,038
Non-cash operating and investing activities:
Change in accounts payable and accrued liabilities related to purchases of property, plant and equipment ( 765 ) 11,943
Changes in accounts receivable related to the involuntary conversion 22,500 —
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 nine months ended June 30, 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 June 30, 2026 and September 30, 2025, restricted cash was $ 34.9 million and $ 29.1 million, respectively. Of the total at June 30, 2026 and September 30, 2025, $ 33.6 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:
June 30, September 30,
(in thousands) 2026 2025 2025 2024
Current Assets:
Cash and cash equivalents $ 204,427 $ 166,074 $ 196,848 $ 217,341
Restricted cash 33,552 59,412 27,412 68,902
Other Noncurrent Assets:
Restricted cash 1,329 1,640 1,640 1,242,417
Total cash, cash equivalents, and restricted cash $ 239,308 $ 227,126 $ 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 June 30, 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 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 primarily 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 June 30, 2026 and 2025 amounted to $ 17.3 million and $ 16.3 million, respectively, and $ 55.2 million and $ 50.8 million during the nine months ended June 30, 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 $ 29.3 million during the three months ended June 30, 2026 and 2025, respectively, and $( 1.6 ) million and $ 43.5 million during the nine months ended June 30, 2026 and 2025, respectively, and rig and casualty insurance premiums of $ 12.6 million and $ 10.1 million during the three months ended June 30, 2026 and 2025, respectively, and $ 35.9 million and $ 31.8 million during the nine months ended June 30, 2026 and 2025, respectively. Our medical stop loss operating expenses for the three months ended June 30, 2026 and 2025 were $ 4.8 million and $ 4.4 million, respectively, and $ 11.5 million and $ 14.8 million for the nine months ended June 30, 2026 and 2025, respectively. These operating costs were recorded within Drilling services operating expenses in our Unaudited Condensed Consolidated Statements 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 42.7 percent and 41.7 percent of our operating revenues were generated from international locations during the three and nine months ended June 30, 2026 compared to 36.7 percent and 31.4 percent during the three and nine months ended June 30, 2025, respectively. Although we attempt to minimize the potential impact of such risks by operating in more than one geographical area, approximately 15.7 percent and 16.2 percent of our total consolidated operating revenues were from operations in the Middle East during the three and nine months ended June 30, 2026 compared to 16.1 percent and 13.2 percent during the three and nine months ended June 30, 2025, respectively. The majority of our operating revenues in the Middle East were from operations in Saudi Arabia and Oman. During the three and nine months ended June 30, 2026, a single customer in Saudi Arabia accounted for 7.2 percent and 6.9 percent of our total consolidated operating revenues, compared to 10.0 percent and 7.4 percent during the three and nine months ended June 30, 2025. 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 June 30, 2026 and September 30, 2025 consisted of the following:
(in thousands) Estimated Useful Lives June 30, 2026 September 30, 2025
Drilling services equipment 2 - 15 years
$ 7,728,614 $ 8,168,906
Tubulars 4 years
616,790 597,933
Real estate properties 10 - 45 years
5,613 8,223
Other 2 - 23 years
634,193 620,908
Construction in progress 1
161,097 182,942
9,146,307 9,578,912
Accumulated depreciation ( 5,280,975 ) ( 5,265,838 )
Property, plant and equipment, net $ 3,865,332 $ 4,313,074
Assets held-for-sale $ 12,659 $ 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 and Abandonments
Depreciation expense, including abandonments, was $ 162.8 million and $ 160.8 million for the three months ended June 30, 2026 and 2025, respectively. Depreciation expense, including abandonments, was $ 487.6 million and $ 405.1 million for the nine months ended June 30, 2026 and 2025, respectively. These expenses are recorded within Depreciation and amortization on our Unaudited Condensed Consolidated Statements of Operations.
In April 2026, an incident involving a rig operating in Texas resulted in a fire that caused significant damage to the asset. Based on information available as of the date of this filing, management has concluded that the rig is a total loss. The rig had a net book value of approximately $ 11.4 million as of March 31, 2026. The Company maintains insurance coverage for this asset and has initiated a claim with its insurance carrier. Although the insurer's assessment of the claim has not yet been finalized, the Company reached an agreement with the insurer during the three months ended June 30, 2026 for a partial settlement of $ 25.0 million.
The loss of $ 11.4 million was recognized as abandonment expense within Depreciation and amortization in the Company's Unaudited Condensed Consolidated Statements of Operations for the three months ended June 30, 2026. Consistent with applicable accounting guidance, the related insurance recovery was recognized in the same financial statement line item and was limited to the amount of the recognized loss. Accordingly, an insurance recovery of $ 11.4 million offset the abandonment expense during the period. The remaining insurance proceeds of approximately $ 13.6 million, representing the portion of the partial settlement in excess of the related loss, were recognized in Gain from involuntary conversion in the Company's Unaudited Condensed Consolidated Statements of Operations during the three months ended June 30, 2026. As of June 30, 2026, we received $ 2.5 million of the related insurance proceeds. The remaining $ 22.5 million of insurance proceeds was collected in July 2026.
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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 17,491
Disposals ( 17,283 )
Impairment expense
( 2,780 )
Balance at June 30, 2026
$ 12,659
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.
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 nine months ended June 30, 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 nine months ended June 30, 2026, in the Unaudited Condensed Consolidated Statements of Operations. In March 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. 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 nine months ended June 30, 2026. During the nine months ended June 30, 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. In June 2026, we identified two additional international drilling rigs that met the held-for-sale criteria. The book values of those assets were written down to the fair value less estimated cost to sell. As a result, we recognized a non-cash impairment charge of $ 1.2 million in our International Solutions segment during the three and nine months ended June 30, 2026.
During the three months ended June 30, 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 $ 127.7 million. After considering the property's net book value and selling costs, the transaction resulted in a $ 114.8 million gain during the three and nine months ended June 30, 2026. The gain on sale is recorded in Other (gain) loss on sale of assets within our Unaudited Condensed Consolidated Statements of Operations.
Gain on Reimbursement of Drilling Equipment
We recognized a gain of $ 6.0 million and $ 18.1 million during the three and nine months ended June 30, 2026 as compared to a gain of $ 6.8 million and $ 26.1 million during the three and nine months ended June 30, 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.
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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
— ( 429 ) ( 429 )
Goodwill balance at June 30, 2026
$ 45,653 $ 136,772 $ 182,425
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 June 30, 2026 and September 30, 2025 was $ 1.4 million and $ 3.2 million, of IPR&D, respectively. During the nine months ended June 30, 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 nine months ended June 30, 2026, $ 0.2 million in IPR&D projects were completed and reclassified to a finite-lived intangible asset.
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:
June 30, 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 $ ( 53,232 ) $ 455 $ 57,948
Customer relationships 9 years 432,200 ( 91,002 ) 9,190 350,388
Intellectual property 13 years 2,000 ( 941 ) — 1,059
Trade name 13 years 16,570 ( 3,970 ) 231 12,831
$ 561,495 $ ( 149,145 ) $ 9,876 $ 422,226
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 $ 18.2 million and $ 18.7 million for the three months ended June 30, 2026 and 2025, respectively and $ 56.0 million and $ 31.1 million for the nine months ended June 30, 2026 and 2025, respectively.
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Over the next five years, amortization expense is estimated to be as follows:
(in thousands)
Fiscal year:
Remainder of 2026 $ 18,183
2027 72,730
2028 72,730
2029 47,913
2030 35,125
NOTE 5 DEBT
As of June 30, 2026 and September 30, 2025, we have the following debt outstanding with maturities shown in the following table:
June 30, 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 $ ( 1,554 ) $ 348,446 $ 350,000 $ ( 2,326 ) $ 347,674
Due December 1, 2029
350,000 ( 2,842 ) 347,158 350,000 ( 3,398 ) 346,602
Due September 29, 2031 550,000 ( 3,213 ) 546,787 550,000 ( 3,664 ) 546,336
Due December 1, 2034
550,000 ( 6,371 ) 543,629 550,000 ( 6,803 ) 543,197
Total unsecured senior notes
$ 1,800,000 $ ( 13,980 ) $ 1,786,020 $ 1,800,000 $ ( 16,191 ) $ 1,783,809
Unsecured term loan credit agreement:
Due January 15, 2027
— — — 200,000 ( 980 ) 199,020
Secured term loan credit agreements:
Due December 31, 2033
37,212 ( 807 ) 36,405 39,789 ( 888 ) 38,901
Due December 31, 2034
40,523 ( 832 ) 39,691 43,091 ( 878 ) 42,213
Total secured term loan credit agreements
$ 77,735 $ ( 1,639 ) $ 76,096 $ 82,880 $ ( 1,766 ) $ 81,114
Total debt
$ 1,877,735 $ ( 15,619 ) $ 1,862,116 $ 2,082,880 $ ( 18,937 ) $ 2,063,943
Less: current portion of long-term debt
( 6,859 ) — ( 6,859 ) ( 6,859 ) — ( 6,859 )
Total long-term debt, net
$ 1,870,876 $ ( 15,619 ) $ 1,855,257 $ 2,076,021 $ ( 18,937 ) $ 2,057,084
The principal amount and maturities of our long-term debt as of June 30, 2026 are summarized in the table below:
(in thousands)
Fiscal year:
Remainder of 2026 $ 1,715
2027 6,859
2028 356,859
2029 8,577
2030 360,862
Thereafter 1,142,863
Total
$ 1,877,735
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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.
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 nine months ended June 30, 2026, the Company repaid $ 140.0 million and $ 200.0 million of the outstanding balance on the Term Loan Credit Agreement, respectively. As a result of the repayments, no amounts remain outstanding under the Term Loan Credit Agreement.
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The benchmark rate was the Secured Overnight Financing Rate ("SOFR"). We could elect to borrow at either an adjusted SOFR rate or an adjusted base rate, plus an applicable margin. The adjusted SOFR rate was 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 was 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 paid a commitment fee on the unused balance of the facility. Borrowing spreads as well as commitment fees were 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 ranged from 1.0 percent to 1.625 percent per annum and zero to 0.625 percent per annum, respectively. Commitment fees for both rates ranged from 0.10 percent to 0.250 percent per annum. The weighted average variable interest rate on all amounts outstanding under the Term Loan Credit Agreement was 5.143 percent and 5.329 percent for the three and nine months ended June 30, 2026, respectively.
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 original principal value of these borrowings in Omani rial was 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 nine months ended June 30, 2026, the Company repaid $ 0.9 million and $ 2.6 million of the outstanding balance on the facility, respectively. Of the $ 40.5 million borrowings outstanding at June 30, 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 original principal value of these borrowings in Omani rial was 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 nine months ended June 30, 2026, the Company repaid $ 0.9 million and $ 2.6 million of the outstanding balance on the facility, respectively. Of the $ 37.2 million borrowings outstanding at June 30, 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.
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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.
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 June 30, 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 June 30, 2026, there were no borrowings or letters of credit outstanding, leaving $ 950.0 million available to borrow under the Amended Credit Facility.
As of June 30, 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, $ 264.7 million was outstanding as of June 30, 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 June 30, 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 June 30, 2026 and 2025 was $ 72.4 million and $ 29.0 million, respectively, resulting in effective tax rates of 48.1 percent and ( 21.8 ) percent, respectively. Our income tax expense for the nine months ended June 30, 2026 and 2025 was $ 92.9 million and $ 92.1 million, respectively, resulting in effective tax rates of 459.1 percent and ( 764.9 ) percent, respectively. Effective tax rates differ from the U.S. federal statutory rate of 21.0 percent for the three and nine months ended June 30, 2026 and 2025, primarily due to non-deductible goodwill impairment for fiscal year 2025, 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, return to provision adjustments, and unrecognized tax benefits.
As of June 30, 2026, we have recorded unrecognized tax benefits and related interest and penalties of approximately $ 19.3 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 nine months ended June 30, 2026 and 2025.
A cash dividend of $ 0.25 per share was declared on June 3, 2026 for shareholders of record on August 18, 2026, payable on September 1, 2026. As a result, we recorded a Dividend payable of $ 25.4 million on our Unaudited Condensed Consolidated Balance Sheets as of June 30, 2026.
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Accumulated Other Comprehensive Income
Components of accumulated other comprehensive income were as follows:
June 30, September 30,
(in thousands) 2026 2025
Pre-tax amounts:
Unrealized pension actuarial gain on defined benefit pension plans
$ 4,546 $ 3,336
Unrealized gain on available-for-sale debt security
— 383
Foreign currency translation adjustment
25,577 45,682
$ 30,123 $ 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
24,829 40,198
$ 30,233 $ 44,964
The following is a summary of the changes in accumulated other comprehensive income (loss), net of tax, for the three and nine months ended June 30, 2026:
Three Months Ended June 30, 2026
(in thousands) Defined Benefit Pension Plan Unrealized Gain on Available-for-Sale Security Foreign Currency
Translation Adjustment
Total
Balance at beginning of period $ 5,404 $ — $ 38,092 $ 43,496
Activity during the period
Other comprehensive loss before reclassifications — — ( 13,263 ) ( 13,263 )
Net current-period other comprehensive loss — — ( 13,263 ) ( 13,263 )
Balance at June 30, 2026
$ 5,404 $ — $ 24,829 $ 30,233
Nine Months Ended June 30, 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
— — ( 15,369 ) ( 15,369 )
Amounts reclassified from accumulated other comprehensive income (loss) 934 ( 296 ) — 638
Net current-period other comprehensive income (loss) 934 ( 296 ) ( 15,369 ) ( 14,731 )
Balance at June 30, 2026
$ 5,404 $ — $ 24,829 $ 30,233
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 $ 311.5 million and $ 884.8 million, of which $ 14.7 million and $ 42.5 million related to performance bonuses recognized upon achievement of performance targets during the three and nine months ended June 30, 2026 , respectively. Similarly, total revenue recognized from performance contracts, including performance bonuses, was $ 309.8 million and $ 941.4 million, of which $ 14.1 million and $ 48.1 million related to performance bonuses recognized upon achievement of performance targets during the three and nine months ended June 30, 2025 , respectively.
Contract Costs
As of June 30, 2026 and September 30, 2025, we had capitalized fulfillment costs of $ 31.2 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 June 30, 2026 was approximately $ 6.1 billion, of which $ 0.7 billion is expected to be recognized during the remainder of fiscal year 2026, $ 1.8 billion in fiscal year 2027, and $ 3.6 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, which 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) June 30, 2026 September 30, 2025
Contract assets, net $ 10,102 $ 10,971
(in thousands) June 30, 2026
Contract liabilities balance at September 30, 2025
$ 81,213
Payment received/accrued and deferred
73,851
Revenue recognized during the period ( 67,494 )
Contract liabilities balance at June 30, 2026
$ 87,570
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
June 30, Nine Months Ended
June 30,
(in thousands, except per share amounts) 2026 2025 2026 2025
Numerator:
Net income (loss) attributable to common shareholders
$ 75,682 $ ( 162,758 ) $ ( 79,633 ) $ ( 106,332 )
Adjustment for basic earnings (loss) per share
Earnings allocated to unvested shareholders ( 1,290 ) ( 345 ) ( 1,377 ) ( 1,104 )
Numerator for basic earnings (loss) per share 74,392 ( 163,103 ) ( 81,010 ) ( 107,436 )
Adjustment for diluted earnings (loss) per share
Effect of reallocating undistributed earnings of unvested shareholders 5 — — —
Numerator for diluted earnings (loss) per share $ 74,397 $ ( 163,103 ) $ ( 81,010 ) $ ( 107,436 )
Denominator:
Denominator for basic earnings per share - weighted-average shares
99,931 99,422 99,783 99,214
Effect of dilutive shares from restricted stock and performance share units 99 — — —
Denominator for diluted earnings per share - adjusted weighted-average shares
100,030 99,422 99,783 99,214
Basic earnings (loss) per common share: $ 0.74 $ ( 1.64 ) $ ( 0.81 ) $ ( 1.08 )
Diluted earnings (loss) per common share: $ 0.74 $ ( 1.64 ) $ ( 0.81 ) $ ( 1.08 )
We reported a net loss for the three months ended June 30, 2025 and the nine months ended June 30, 2026 and 2025. 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
June 30, Nine Months Ended
June 30,
(in thousands, except per share amounts) 2026 2025 2026 2025
Potentially dilutive shares excluded as anti-dilutive 1,361 3,548 1,529 2,852
Weighted-average price per share $ 55.10 $ 48.32 $ 55.13 $ 52.02
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:
June 30, 2026
(in thousands) Fair Value Level 1 Level 2 Level 3
Assets
Short-term investments:
Money market mutual funds $ 5,040 $ 5,040 $ — $ —
Corporate debt securities 21,920 — 21,920 —
Total 26,960 5,040 21,920 —
Long-term Investments:
Recurring fair value measurements:
Equity securities:
Non-qualified supplemental savings plan 19,196 19,196 — —
Investment in Tamboran 32,663 32,663 — —
Debt securities:
Geothermal debt securities, net 2,000 — — 2,000
Other debt securities 250 — — 250
Total $ 54,109 $ 51,859 $ — $ 2,250
As of June 30, 2026, our equity security investments in geothermal energy and other equity security investments were $ 9.1 million and $ 9.6 million, respectively. These investments are subject to nonrecurring fair value measurement considerations and are carried at cost, less any impairment. Refer to "Nonrecurring Fair Value Measurements" for additional information regarding fair value measurements associated with these investments.
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:
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 subject to nonrecurring fair value measurement considerations and are carried at cost, less any impairment. Refer to "Nonrecurring Fair Value Measurements" for additional information regarding the fair value measurements associated with these investments.
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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 money market mutual funds. 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 nine months ended June 30, 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 nine months ended June 30, 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.
As of June 30, 2026, we owned approximately 1.0 million shares in Tamboran Corp. whose securities are traded on the NYSE and Australian Stock Exchange under the ticker symbol "TBN", representing an ownership interest of approximately 3.6 %. We account for this investment under ASC 321 and measure it at fair value, with changes in fair value recognized in earnings. 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 (loss) on investment securities on our Unaudited Condensed Consolidated Statements of Operations. During the three and nine months ended June 30, 2026, we recognized gain (loss) of $( 14.3 ) million and $ 6.7 million, respectively, compared to a gain (loss) of $( 0.8 ) million and $ 1.3 million for the corresponding periods in 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 nine months ended June 30, 2026, we released Galileo from this legal obligation, resulting in the full write-off of the investment.
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.
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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 June 30, Nine Months Ended June 30,
(in thousands) 2026 2025 2026 2025
Assets at beginning of period $ 17,547 $ 45,519 $ 20,861 $ 30,090
Purchases 1,201 594 2,239 1,528
Disposals — ( 27,117 ) — ( 27,117 )
Sales
— — ( 124 ) —
Transfer in — 320 — 320
Total gain (loss):
Included in earnings — 624 ( 4,228 ) 15,119
Assets at end of period $ 18,748 $ 19,940 $ 18,748 $ 19,940
During the three and nine months ended June 30, 2025, we liquidated one of our geothermal equity investments for $ 27.1 million.
The aggregate gains and (losses) included in earnings during the nine months ended June 30, 2026, and the three and nine months ended June 30, 2025 were attributable to the changes in fair value of various geothermal equity investments. These gains (losses) are included in Gain (loss) 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 June 30, 2026 and September 30, 2025.
The fair values of the long-term fixed-rate debt are based on broker quotes at June 30, 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.
The following information presents the supplemental fair value information for our long-term fixed-rate debt, net at June 30, 2026 and September 30, 2025:
Carrying Value at June 30, 2026
Fair Value at June 30, 2026
Using Inputs Considered as:
(in thousands)
Level 1
Level 2
Level 3
Unsecured senior notes:
2027 Notes $ 348,446 $ — $ 349,793 $ —
2029 Notes 347,158 — 350,315 —
2031 Notes 546,787 — 494,197 —
2034 Notes 543,629 — 539,391 —
Secured term loan credit agreements:
2023 Oman Facility
32,970 — — 32,970
2024 Oman Facility
36,267 — — 36,267
Total long-term debt, net of current portion
$ 1,855,257 $ — $ 1,733,696 $ 69,237
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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 June 30, 2026, we had outstanding purchase commitments for equipment, parts and supplies of approximately $ 180.4 million.
Guarantee Arrangements
We are contingently liable to sureties in respect of bonds issued by the sureties in connection with certain commitments entered into by us in the normal course of business. We have agreed to indemnify the sureties for any payments made by them in respect of such bonds.
Contingencies
During the ordinary course of our business, contingencies arise resulting from an existing condition, situation or set of circumstances involving an uncertainty as to the realization of a possible gain or loss contingency. We account for gain contingencies in accordance with the provisions of ASC 450, Contingencies, and, therefore, we do not record gain contingencies or recognize income until realized. The property and equipment of our Venezuelan subsidiary was seized by the Venezuelan government on June 30, 2010. Our wholly-owned subsidiaries, Helmerich & Payne International Drilling Co. ("HPIDC"), and Helmerich & Payne de Venezuela, C.A. filed a lawsuit in the United States District Court for the District of Columbia on September 23, 2011 against the Bolivarian Republic of Venezuela, Petroleos de Venezuela, S.A. and PDVSA Petroleo, S.A., seeking damages for the seizure of their Venezuelan drilling business in violation of international law and for breach of contract. While there exists the possibility of realizing a recovery on HPIDC's expropriation claims, we are currently unable to determine the timing or amounts we may receive, if any, or the likelihood of recovery.
The Company and its subsidiaries are parties to various other pending legal actions arising in the ordinary course of our business. We maintain insurance against certain business risks subject to certain 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.
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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 involuntary conversion, 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 nine months ended June 30, 2026 and 2025 is shown in the following tables:
Three Months Ended June 30, 2026
(in thousands) North America Solutions International Solutions Offshore Solutions Total
Revenues from external customers $ 562,565 $ 249,907 $ 174,409 $ 986,881
Intersegment revenues 337 210 — 547
Total revenues 562,902 250,117 174,409 987,428
Reconciliation of revenues:
All other revenues 69,765
Elimination of intersegment revenues ( 22,337 )
Total consolidated revenues 1,034,856
Less 1 :
Direct operating expenses 321,686 219,064 145,191 685,941
Depreciation & amortization 83,214 74,547 11,023 168,784
Research and development 6,015 — — 6,015
Selling, general and administrative costs 11,282 9,097 1,337 21,716
Acquisition transaction and integration costs
— 186 — 186
Asset impairment charge — 1,153 — 1,153
Restructuring charges 393 498 58 949
Segment operating income (loss) 140,312 ( 54,428 ) 16,800 102,684
Reconciliation of segment operating income (loss):
All other operating income 1,344
Elimination of intersegment income 1,528
Segment operating income 105,556
(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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Nine Months Ended June 30, 2026
(in thousands) North America Solutions International Solutions Offshore Solutions Total
Revenues from external customers $ 1,643,150 $ 697,222 $ 534,069 $ 2,874,441
Intersegment revenues 935 5,504 — 6,439
Total revenues 1,644,085 702,726 534,069 2,880,880
Reconciliation of revenues:
All other revenues 176,278
Elimination of intersegment revenues ( 72,914 )
Total consolidated revenues 2,984,244
Less 1 :
Direct operating expenses 948,857 631,463 446,966 2,027,286
Depreciation & amortization 250,413 231,925 31,705 514,043
Research and development 19,538 — — 19,538
Selling, general and administrative costs 38,705 17,491 5,035 61,231
Acquisition transaction and integration costs
— 1,820 925 2,745
Asset impairment charge 97,922 27,254 2,128 127,304
Restructuring charges 795 2,118 58 2,971
Segment operating income (loss) 287,855 ( 209,345 ) 47,252 125,762
Reconciliation of segment operating income (loss):
All other operating loss ( 7,276 )
Elimination of intersegment loss ( 1,774 )
Segment operating income 116,712
(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 June 30, 2025
(in thousands) North America Solutions International Solutions Offshore Solutions Total
Revenues from external customers $ 591,976 $ 265,099 $ 161,777 $ 1,018,852
Intersegment revenues 238 704 — 942
Total revenues 592,214 265,803 161,777 1,019,794
Reconciliation of revenues:
All other revenues 42,898
Elimination of intersegment revenues ( 21,768 )
Total consolidated revenues 1,040,924
Less 1 :
Direct operating expenses 326,042 231,695 139,004 696,741
Depreciation & amortization 88,078 66,734 12,681 167,493
Research and development 7,617 — — 7,617
Selling, general and administrative costs 10,972 5,014 1,294 17,280
Acquisition transaction and integration costs
7 141 — 148
Asset impairment charge — 128,352 — 128,352
Restructuring charges 1,849 380 29 2,258
Segment operating income (loss) 157,649 ( 166,513 ) 8,769 ( 95 )
Reconciliation of segment operating income (loss):
All other operating loss
( 70,004 )
Elimination of intersegment income 6,114
Segment operating loss ( 63,985 )
(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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Nine Months Ended June 30, 2025
(in thousands) North America Solutions International Solutions Offshore Solutions Total
Revenues from external customers $ 1,789,350 $ 560,319 $ 340,067 $ 2,689,736
Intersegment revenues 703 873 — 1,576
Total revenues 1,790,053 561,192 340,067 2,691,312
Reconciliation of revenues:
All other revenues 107,704
Elimination of intersegment revenues ( 64,751 )
Total consolidated revenues 2,734,265
Less 1 :
Direct operating expenses 992,462 507,106 284,569 1,784,137
Depreciation & amortization 263,565 128,715 22,438 414,718
Research and development 26,560 — — 26,560
Selling, general and administrative costs 42,266 12,268 3,322 57,856
Acquisition transaction and integration costs
41 351 60 452
Asset impairment charge 1,507 128,352 — 129,859
Restructuring charges 1,849 380 29 2,258
Segment operating income (loss) 461,803 ( 215,980 ) 29,649 275,472
Reconciliation of segment operating income (loss):
All other operating loss
( 70,605 )
Elimination of intersegment loss
( 2,247 )
Segment operating income 202,620
(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 June 30, Nine Months Ended June 30,
(in thousands) 2026 2025 2026 2025
Segment operating income (loss) $ 105,556 $ ( 63,985 ) $ 116,712 $ 202,620
Gain on involuntary conversion 13,581 — 13,581 —
Gain on reimbursement of drilling equipment 6,036 6,773 18,099 26,149
Other gain (loss) on sale of assets 120,044 ( 1,347 ) 119,423 ( 2,136 )
Corporate selling, general and administrative costs, corporate depreciation, corporate acquisition transaction and integration costs, corporate asset impairment charges, and corporate restructuring charges
( 57,006 ) ( 69,710 ) ( 176,435 ) ( 221,853 )
Operating income (loss) 188,211 ( 128,269 ) 91,380 4,780
Other income (expense)
Interest and dividend income 2,280 2,856 7,193 31,854
Interest expense ( 24,439 ) ( 29,200 ) ( 75,860 ) ( 79,836 )
Gain (loss) on investment securities ( 16,007 ) ( 337 ) ( 687 ) 14,084
Foreign currency exchange gain (loss) 1,885 ( 9,216 ) 4,864 ( 16,137 )
Other ( 1,411 ) 31,258 ( 6,664 ) 33,214
Total other income (expense) ( 37,692 ) ( 4,639 ) ( 71,154 ) ( 16,821 )
Income (loss) before income taxes $ 150,519 $ ( 132,908 ) $ 20,226 $ ( 12,041 )
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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) June 30, 2026 September 30, 2025
Total assets 1
North America Solutions $ 2,751,463 $ 2,957,139
International Solutions 2,313,972 2,426,613
Offshore Solutions 690,754 714,708
Other 307,406 360,037
6,063,595 6,458,497
Investments and corporate operations 223,179 247,241
$ 6,286,774 $ 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 June 30, Nine months ended June 30,
(in thousands) 2026 2025 2026 2025
Operating revenues
United States $ 592,664 $ 659,364 $ 1,738,869 $ 1,876,295
Norway 90,058 82,854 264,771 161,159
Saudi Arabia 74,258 103,752 206,140 201,673
Oman 65,611 45,089 196,475 114,709
Azerbaijan 44,758 38,922 143,390 81,681
Argentina 50,240 39,634 121,767 119,245
Other foreign 117,267 71,309 312,832 179,503
Total $ 1,034,856 $ 1,040,924 $ 2,984,244 $ 2,734,265
The following table presents property, plant and equipment by country based on the location of service provided:
(in thousands) June 30, 2026 September 30, 2025
Property, plant and equipment, net
United States $ 2,240,325 $ 2,503,045
Saudi Arabia 895,012 971,440
Oman 389,332 445,706
Other Foreign 340,663 392,883
Total $ 3,865,332 $ 4,313,074
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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.