Edgar Filing: Helmerich & Payne, Inc.

hp_Current_Folio_10Q

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Icmai

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For quarterly period ended: March 31, 2018

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-4221

HELMERICH & PAYNE, INC.

(Exact name of registrant as specified in its charter)


Delaware		73-0679879
(State or other jurisdiction of		(I.R.S. Employer I.D. Number)
incorporation or organization)

1437 South Boulder Avenue, Tulsa, Oklahoma, 74119

(Address of principal executive office)(Zip Code)

(918) 742-5531

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year,

if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☒		Accelerated filer ☐

Non-accelerated filer ☐		Smaller reporting company ☐
(Do not check if a smaller reporting company)		Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒


CLASS		OUTSTANDING AT April 30, 2018
Common Stock, $0.10 par value		108,881,688

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HELMERICH & PAYNE, INC. AND SUBSIDIARIES

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		Page No.

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Condensed Balance Sheets as of March 31, 2018 and September 30, 2017	3

	Consolidated Condensed Statements of Operations for the Three and Six Months Ended March 31, 2018 and 2017	4

	Consolidated Condensed Statements of Comprehensive Income (Loss) for the Three and Six Months Ended March 31, 2018 and 2017	5

	Consolidated Condensed Statements of Cash Flows for the Six Months Ended March 31, 2018 and 2017	6

	Consolidated Condensed Statement of Shareholders’ Equity for the Six Months Ended March 31, 2018	7

	Notes to Consolidated Condensed Financial Statements	8-35

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	36-44

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	45

Item 4.	Controls and Procedures	45

PART II.	OTHER INFORMATION	45

Item 1.	Legal Proceedings	45

Item 1A.	Risk Factors	45-47

Item 6.	Exhibits	48

Signatures		49

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PART I. FINANCIAL INFORMATION

HELMERICH & PAYNE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

(in thousands, except share and per share amounts)

ITEM 1. FINANCIAL STATEMENTS


	March 31,		September 30,
	2018		2017
	(in thousands)
Assets
CURRENT ASSETS:
Cash and cash equivalents	$	334,764	$	521,375
Short-term investments		45,270		44,491
Accounts receivable, less reserve of $5,726 at March 31, 2018 and $5,721 at September 30, 2017		545,348		477,074
Inventories		143,177		137,204
Prepaid expenses and other		62,424		55,120
Current assets of discontinued operations		—		3
Total current assets		1,130,983		1,235,267
NONCURRENT ASSETS:
Investments		73,356		84,026
Net property, plant and equipment, at cost		4,898,525		5,001,051
Goodwill		69,496		51,705
Intangible assets, net of amortization		77,001		50,785
Other assets		12,431		17,154
Total noncurrent assets		5,130,809		5,204,721

TOTAL ASSETS	$	6,261,792	$	6,439,988

Liabilities and Shareholders’ Equity
CURRENT LIABILITIES:
Accounts payable	$	123,012	$	135,628
Accrued liabilities		217,095		208,683
Current liabilities of discontinued operations		78		74
Total current liabilities		340,185		344,385
NONCURRENT LIABILITIES:
Long-term debt less unamortized discount and debt issuance costs		493,433		492,902
Deferred income taxes		816,669		1,332,689
Other		93,661		101,409
Noncurrent liabilities of discontinued operations		14,691		4,012
Total noncurrent liabilities		1,418,454		1,931,012
SHAREHOLDERS’ EQUITY:
Common stock, $.10 par value, 160,000,000 shares authorized, 112,008,961 shares and 111,956,875 shares issued as of March 31, 2018 and September 30, 2017 respectively and 108,876,808 shares and 108,604,047 shares outstanding as of March 31, 2018 and September 30, 2017 respectively		11,201		11,196
Preferred stock, no par value, 1,000,000 shares authorized, no shares issued		—		—
Additional paid-in capital		487,135		487,248
Retained earnings		4,189,497		3,855,686
Accumulated other comprehensive income (loss)		(5,221)		2,300
		4,682,612		4,356,430
Treasury stock, at cost		(179,459)		(191,839)
Total shareholders’ equity		4,503,153		4,164,591
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	6,261,792	$	6,439,988

The accompanying notes are an integral part of these statements.

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HELMERICH & PAYNE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share data)


	Three Months Ended				Six Months Ended
	March 31,				March 31,
	2018		2017		2018		2017

Operating revenues
Drilling - U.S. Land	$	482,729	$	330,967	$	944,369	$	594,603
Drilling - Offshore		32,983		36,235		66,349		70,047
Drilling - International Land		52,459		34,757		115,673		102,788
Other		9,313		3,324		15,180		6,435
		577,484		405,283		1,141,571		773,873
Operating costs and expenses
Operating costs, excluding depreciation and amortization		385,556		296,829		758,639		544,508
Depreciation and amortization		145,675		152,777		288,942		286,624
Research and development		4,436		2,719		7,670		5,527
General and administrative		48,325		33,519		94,873		67,781
Income from asset sales		(5,255)		(14,889)		(10,820)		(15,731)
		578,737		470,955		1,139,304		888,709
Operating income (loss) from continuing operations		(1,253)		(65,672)		2,267		(114,836)
Other income (expense)
Interest and dividend income		1,847		1,338		3,571		2,328
Interest expense		(6,028)		(6,084)		(11,801)		(11,139)
Other		(121)		174		409		561
		(4,302)		(4,572)		(7,821)		(8,250)
Loss from continuing operations before income taxes		(5,555)		(70,244)		(5,554)		(123,086)
Income tax benefit		(3,922)		(21,771)		(504,563)		(40,059)
Income (loss) from continuing operations		(1,633)		(48,473)		499,009		(83,027)
Income (loss) from discontinued operations before income taxes		1,263		(94)		744		(518)
Income tax provision		11,509		251		11,526		336
Loss from discontinued operations		(10,246)		(345)		(10,782)		(854)
NET INCOME (LOSS)	$	(11,879)	$	(48,818)	$	488,227	$	(83,881)
Basic earnings per common share:
Income (loss) from continuing operations	$	(0.03)	$	(0.45)	$	4.55	$	(0.77)
Loss from discontinued operations	$	(0.09)	$	—	$	(0.10)	$	(0.01)
Net income (loss)	$	(0.12)	$	(0.45)	$	4.45	$	(0.78)
Diluted earnings per common share:
Income (loss) from continuing operations	$	(0.03)	$	(0.45)	$	4.53	$	(0.77)
Loss from discontinued operations	$	(0.09)	$	—	$	(0.10)	$	(0.01)
Net income (loss)	$	(0.12)	$	(0.45)	$	4.43	$	(0.78)
Weighted average shares outstanding (in thousands):
Basic		108,868		108,565		108,775		108,419
Diluted		108,868		108,565		109,212		108,419

Dividends declared per common share	$	0.70	$	0.70	$	1.40	$	1.40

The accompanying notes are an integral part of these statements.

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HELMERICH & PAYNE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(in thousands, except per share data)


	Three Months Ended				Six Months Ended
	March 31,				March 31,
	2018		2017		2018		2017

Net income (loss)	$	(11,879)	$	(48,818)	$	488,227	$	(83,881)
Other comprehensive income (loss), net of income taxes:
Unrealized appreciation (depreciation) on securities, net of income taxes of ($3.4) million and ($3.6) million at March 31, 2018 and ($6.6) million and $1.2 million at March 31, 2017		(7,568)		(10,507)		(8,169)		1,905
Minimum pension liability adjustments, net of income taxes of $0.2 million and $0.3 million at March 31, 2018 and $0.2 million and $0.4 million at March 31, 2017		308		366		648		732
Other comprehensive income (loss)		(7,260)		(10,141)		(7,521)		2,637
Comprehensive income (loss)	$	(19,139)	$	(58,959)	$	480,706	$	(81,244)

The accompanying notes are an integral part of these statements.

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HELMERICH & PAYNE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)


	Six Months Ended
	March 31,
	2018		2017
			As Adjusted
OPERATING ACTIVITIES:
Net income (loss)	$	488,227	$	(83,881)
Adjustment for loss from discontinued operations		10,782		854
Income (loss) from continuing operations		499,009		(83,027)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		288,942		286,624
Amortization of debt discount and debt issuance costs		531		525
Provision for bad debt		429		3,820
Stock-based compensation		15,546		12,479
Income from asset sales		(10,820)		(15,731)
Deferred income tax benefit		(506,373)		(34,038)
Other		5,701		32
Change in assets and liabilities:
Accounts receivable		(61,791)		30,278
Inventories		(5,973)		(7,273)
Prepaid expenses and other		(4,158)		17,830
Accounts payable		(13,119)		31,359
Accrued liabilities		8,418		(76,879)
Deferred income taxes		(5,980)		2,675
Other noncurrent liabilities		(13,272)		(18,316)
Net cash provided by operating activities from continuing operations		197,090		150,358
Net cash used in operating activities from discontinued operations		(96)		(80)
Net cash provided by operating activities		196,994		150,278
INVESTING ACTIVITIES:
Capital expenditures		(191,202)		(175,303)
Purchase of short-term investments		(36,784)		(37,899)
Payment for acquisition of business, net of cash acquired		(47,886)		—
Proceeds from sale of short-term investments		32,020		34,000
Proceeds from asset sales		17,826		13,459
Net cash used in investing activities		(226,026)		(165,743)
FINANCING ACTIVITIES:
Dividends paid		(153,433)		(152,617)
Proceeds from stock option exercises		1,645		10,372
Payments for employee taxes on net settlement of equity awards		(5,791)		(6,105)
Net cash used in financing activities		(157,579)		(148,350)
Net decrease in cash and cash equivalents		(186,611)		(163,815)
Cash and cash equivalents, beginning of period		521,375		905,561
Cash and cash equivalents, end of period	$	334,764	$	741,746

The accompanying notes are an integral part of these statements.

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HELMERICH & PAYNE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENT OF SHAREHOLDERS’ EQUITY

SIX MONTHS ENDED MARCH 31, 2018

(Unaudited)

(in thousands, except per share amounts)


								Accumulated
				Additional				Other
	Common Stock			Paid-In		Retained		Comprehensive		Treasury Stock
	Shares	Amount		Capital		Earnings		Income (loss)		Shares	Amount		Total
	(in thousands, except per share amounts)
Balance, September 30, 2017	111,957	$	11,196	$	487,248	$	3,855,686	$	2,300	3,353	$	(191,839)	$	4,164,591
Comprehensive income (loss):
Net income							488,227							488,227
Other comprehensive loss									(7,521)					(7,521)
Dividends declared ($1.40 per share)							(153,861)							(153,861)
Exercise of stock options, net of shares withheld for employee taxes	1		—		(5,063)					(90)		5,005		(58)
Cumulative effect of adopting Accounting Standards Update 2016-09					872		(555)							317
Stock issued for vested restricted stock, net of shares withheld for employee taxes	51		5		(11,468)					(131)		7,375		(4,088)
Stock-based compensation					15,546									15,546
Balance, March 31, 2018	112,009	$	11,201	$	487,135	$	4,189,497	$	(5,221)	3,132	$	(179,459)	$	4,503,153

The accompanying notes are an integral part of these statements.

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HELMERICH & PAYNE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

1.Basis of Presentation

Unless the context otherwise requires, the use of the terms “the Company”, “we”, “us” and “our” in these Notes to Consolidated Condensed Financial Statements refers to Helmerich & Payne, Inc. and its consolidated subsidiaries.

The accompanying unaudited Consolidated Condensed Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “Commission”) pertaining to interim financial information. Accordingly, these interim financial statements do not include all information or footnote disclosures required by GAAP for complete financial statements and, therefore, should be read in conjunction with the Consolidated Financial Statements and notes thereto in our 2017 Annual Report on Form 10-K and other current filings with the Commission. 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.

On October 1, 2017, we adopted Accounting Standards Update (“ASU”) No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which changes certain aspects of accounting for share-based payments to employees. The standard requires that all excess tax benefits and deficiencies previously recorded as additional paid-in capital be prospectively recorded in income tax expense. The adoption of this ASU could cause volatility in the effective tax rate on a quarter by quarter basis due primarily to fluctuations in the Company's stock price and the timing of stock option exercises and vesting of restricted share grants. The standard requires excess tax benefits to be presented as an operating activity on the statement of cash flows rather than as a financing activity. Excess tax benefits and deficiencies are recorded within the provision for income taxes within the Consolidated Condensed Statements of Operations on a prospective basis as required by the standard; however, we elected to present changes to the statement of cash flows on a retrospective basis as allowed by the standard in order to maintain comparability between fiscal years. As such, prior period cash flows from operations for six months ended March 31, 2017 has been adjusted to reflect an increase of $3.9 million, with a corresponding decrease to cash flows used in financing activities, compared to amounts previously reported. The standard also requires taxes paid for employee withholdings to be presented as a financing activity on the statement of cash flows but this requirement had no impact on our total financing activities as this has been the practice historically. We also elected to account for forfeitures of awards as they occur, instead of estimating a forfeiture amount. We recorded a $0.3 million cumulative-effect adjustment to retained earnings for the differential between the amount of compensation cost previously recorded and the amount that would have been recorded without assuming forfeitures.

In July 2015, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. This update simplifies the subsequent measurement of inventory. It replaces the current lower of cost or market test with the lower of cost or net realizable value test. Net realizable value is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. We adopted ASU No. 2015-11 on October 1, 2017 with no impact on our consolidated financial statements.

As more fully described in our 2017 Annual Report on Form 10-K, our contract drilling revenues are comprised of daywork drilling contracts for which the related revenues and expenses are recognized as services are performed. For contracts that are terminated by customers prior to the expirations of their fixed terms, contractual provisions customarily require early termination amounts to be paid to us. Revenues from early terminated contracts are recognized when all contractual requirements have been met. During the three and six months ended March 31, 2018, early termination revenue was approximately $4.0 million and $8.3 million, respectively. We had $6.2 million and $19.7 million of early termination revenue for the three and six months ended March 31, 2017.

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Depreciation in the Consolidated Condensed Statements of Operations includes abandonments of $8.2 million and $15.5 million for the three and six months ended March 31, 2018 and $18.6 million and $19.4 million for the three and six months ended March 31, 2017.

The functional currency for all our foreign operations is the U.S. dollar. Nonmonetary assets and liabilities are translated at historical rates and monetary assets and liabilities are translated at exchange rates in effect at the end of the period. Income statement accounts are translated at average rates for the period presented. Aggregate foreign currency gains and losses from remeasurement of foreign currency financial statements and foreign currency translations into U.S. dollars are included in direct operating costs and totaled gains of $0.2 million and losses of $1.4 million for the three and six months ended March 31, 2018. Included in direct operating costs is an aggregate foreign currency loss of $0.6 million and $2.0 million for the three and six months ended March 31, 2017.

Goodwill represents the excess of cost over the net amounts assigned to assets acquired and liabilities assumed in business combinations. Goodwill is not amortized but is tested for potential impairment at the reporting unit level, at a minimum on an annual basis, or when indications of potential impairment exist. All of our goodwill is within our other non-reportable business segment.

Intangible assets with indefinite lives are tested for impairment at least annually in the fourth fiscal quarter and if events occur or circumstances change that would indicate that the value of the assets may be impaired. Finite-lived intangible assets are amortized using the straight-line method over the period in which these assets contribute to our cash flows and are evaluated for impairment in accordance with our policies for valuation of long-lived assets. The following is a summary of our finite-lived and indefinite-lived intangible assets other than goodwill at March 31, 2018 and September 30, 2017:


	March 31, 2018				September 30, 2017
	Gross				Gross
	Carrying		Accumulated		Carrying		Accumulated
	Amount		Amortization		Amount		Amortization
	(in thousands)
Finite-lived intangible asset:
Developed technology	$	70,000	$	3,256	$	51,000	$	1,134
Trade name		5,700		95		—		—
Customer relationships		4,000		267		—		—
	$	79,700	$	3,618	$	51,000	$	1,134

Indefinite-lived intangible asset:
Trademark	$	919			$	919

Amortization expense was $1.7 million and $2.5 million for the three and six months ended March 31, 2018 and is estimated to be approximately $5.4 million for fiscal 2018. Estimated intangible amortization is estimated to be approximately $5.8 million for fiscal years 2019-2022 and approximately $5.1 million for fiscal 2023.

2.Business Combinations

On December 8, 2017, we completed an acquisition (“MagVAR Acquisition”) of an unaffiliated company, Magnetic Variation Services, LLC (“MagVAR”), which is now a wholly owned subsidiary of the Company. The operations for MagVAR are included with all other non-reportable business segments. At the effective time of the MagVAR Acquisition, MagVAR shareholders received aggregate cash consideration of $47.9 million, net of customary closing adjustments, and certain management members received restricted stock awards covering 213,904 shares of Helmerich & Payne, Inc. common stock. The grant date fair value of the restricted stock will be amortized to expense over the three year vesting period. At closing, $6.0 million of the cash consideration was placed in escrow, to be released to the seller twelve months after the acquisition closing date. The amount placed in escrow is classified as restricted cash and is included in prepaid expenses and other in the Consolidated Condensed Balance Sheet at March 31, 2018. Transaction costs related to the MagVAR Acquisition incurred during the six months ended March 31, 2018 were approximately $1.2 million and are recorded in the Consolidated Condensed Statements

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of Operations within general and administrative expense. We recorded revenue of $3.9 million and a net loss of $1.1 million related to MagVAR during the six months ended March 31, 2018.

Through comprehensive 3D geomagnetic reference modeling, MagVAR provides measurement while drilling (“MWD”) survey corrections by identifying and quantifying MWD tool measurement errors in real-time, greatly improving directional drilling performance and wellbore placement. MagVAR technology has been successfully deployed in both onshore and offshore fields in North America, South America, Europe, Africa, Australia and Asia.

The MagVAR Acquisition has been accounted for as a business combination in accordance with Accounting Standards Codifiction (“ASC”) 805, Business Combinations, which requires the assets acquired and liabilities assumed to be recorded at their acquisition date fair values. The following table summarizes the purchase price and the fair values of assets acquired and liabilities assumed and separately identifiable intangible assets at the acquisition date (in thousands):


Purchase Price
Consideration given
Cash consideration	$	48,485

Allocation of Purchase Price
Fair value of assets acquired
Current assets	$	2,286
Property, plant and equipment		13
Intangible assets		28,700
Goodwill		17,791

Total assets acquired	$	48,790

Fair value of liabilities assumed
Current liabilities	$	305

Fair value of total assets and liabilities acquired	$	48,485

Intangible assets acquired consist of developed technology, a trade name and customer relationships. The intangible assets will be amortized under a straight-line method over their estimated useful lives ranging from 5 to 20 years.

The methodologies used in valuing the intangible assets include the multi-period excess earnings method for developed technology, the with and without method for customer relationships and the relief-from-royalty method for the trade name. The excess of the purchase price over the total net identifiable assets has been recorded as goodwill. Factors comprising goodwill includes the synergies expected from the expanded service capabilities as well as the value of the assembled workforce. The goodwill is reported in the Other segment and will not be allocated to any other reporting unit. The goodwill is not subject to amortization, but will be evaluated at least annually for impairment, or more frequently if impairment indicators are present. The intangible assets and goodwill will be amortized straight line over 15 years for income tax purposes.

The following unaudited pro forma combined financial information is provided for the six months ended March 31, 2018 and 2017, as though the MagVAR Acquisition had been completed as of October 1, 2016. These pro forma combined results of operations have been prepared by adjusting our historical results to include the historical results of MagVAR and reflect pro forma adjustments based on available information and certain assumptions that we believe are reasonable, including application of an appropriate income tax to MagVAR pre-tax loss. Additionally, pro forma earnings for the six months ended March 31, 2018 were adjusted to exclude $0.6 million of after-tax transaction costs. The unaudited pro forma combined financial information is provided for illustrative purposes only and is not necessarily indicative of the actual results that would have been achieved by the combined company for

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the periods presented or that may be achieved by the combined company in the future. Future results may vary significantly from the results reflected in this pro forma financial information.


	Pro Forma (unaudited)
	Six Months Ended March 31,
	2018		2017
	(in thousands)

Revenues	$	1,145,258	$	778,628
Net income (loss)	$	488,439	$	(83,287)

3.Discontinued Operations

Current and noncurrent liabilities consist of municipal and income taxes payable and social obligations due within the country of Venezuela. Expenses incurred for in-country obligations are reported as discontinued operations.

4.Earnings per 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 and nonvested restricted stock.

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.

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


	Three Months Ended				Six Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
	(in thousands, except per share amounts)

Numerator:
Income (loss) from continuing operations	$	(1,633)	$	(48,473)	$	499,009	$	(83,027)
Loss from discontinued operations		(10,246)		(345)		(10,782)		(854)
Net income (loss)		(11,879)		(48,818)		488,227		(83,881)
Adjustment for basic earnings per share
Earnings allocated to unvested shareholders		(717)		(445)		(4,106)		(891)
Numerator for basic earnings per share:
From continuing operations		(2,350)		(48,918)		494,903		(83,918)
From discontinued operations		(10,246)		(345)		(10,782)		(854)
		(12,596)		(49,263)		484,121		(84,772)
Adjustment for diluted earnings per share:
Effect of reallocating undistributed earnings of unvested shareholders		—		—		11		—
Numerator for diluted earnings per share:
From continuing operations		(2,350)		(48,918)		494,914		(83,918)
From discontinued operations		(10,246)		(345)		(10,782)		(854)
	$	(12,596)	$	(49,263)	$	484,132	$	(84,772)
Denominator:
Denominator for basic earnings per share - weighted-average shares		108,868		108,565		108,775		108,419
Effect of dilutive shares from stock options and restricted stock		—		—		437		—
Denominator for diluted earnings per share - adjusted weighted-average shares		108,868		108,565		109,212		108,419
Basic earnings per common share:
Income (loss) from continuing operations	$	(0.03)	$	(0.45)	$	4.55	$	(0.77)
Loss from discontinued operations		(0.09)		—		(0.10)		(0.01)
Net income (loss)	$	(0.12)	$	(0.45)	$	4.45	$	(0.78)
Diluted earnings per common share:
Income (loss) from continuing operations	$	(0.03)	$	(0.45)	$	4.53	$	(0.77)
Loss from discontinued operations		(0.09)		—		(0.10)		(0.01)
Net income (loss)	$	(0.12)	$	(0.45)	$	4.43	$	(0.78)

We had a net loss for the three months ended March 31, 2018 and three and six months ended March 31, 2017. Accordingly, our diluted earnings per share calculation for these periods were equivalent to our basic earnings per share calculation since diluted earnings 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.

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The following 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				Six Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
	(in thousands, except per share amounts)

Shares excluded from calculation of diluted earnings per share		1,613		566		1,676		566
Weighted-average price per share	$	68.69	$	80.43	$	68.12	$	80.43

5.Financial Instruments and Fair Value Measurement

The estimated fair value of our available-for-sale securities, reflected on our Consolidated Condensed Balance Sheets as Investments, is based on Level 1 inputs. The following is a summary of available-for-sale securities, which excludes assets held in a Non-qualified Supplemental Savings Plan:


			Gross		Gross		Estimated
			Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
	(in thousands)
Equity Securities:
March 31, 2018	$	38,473	$	26,572	$	(6,664)	$	58,381
September 30, 2017	$	38,473	$	31,700	$	—	$	70,173

On an ongoing basis we evaluate the marketable equity securities to determine if any decline in fair value below cost is other-than-temporary. If a decline in fair value below cost is determined to be other-than-temporary, an impairment charge is recorded and a new cost basis established. We review several factors to determine whether a loss is other-than-temporary. These factors include, but are not limited to, (i) the length of time a security is in an unrealized loss position, (ii) the extent to which fair value is less than cost, (iii) the financial condition and near-term prospects of the issuer and (iv) our intent and ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. When securities are sold, the cost of securities used in determining realized gains and losses is based on the average cost basis of the security sold. One of our securities declined to an unrealized loss position during the three months ended March 31, 2018. The security is in the international offshore drilling industry which is cyclical and only increased modestly in 2017 after several years of declines in the offshore drilling sector. Subsequent to March 31, 2018, the market price of the security increased to a value above cost. Considering the factors above including the limited time that the security was in an unrealized position and based on our ability and intent to hold these investments until the fair value recovers, impairment was not considered other-than-temporary at March 31, 2018.

The assets held in the Non-qualified Supplemental Savings Plan are carried at fair value which totaled $15.0 million at March 31, 2018 and $13.9 million at September 30, 2017. The assets are comprised of mutual funds that are measured using Level 1 inputs.

Short-term investments include securities classified as trading securities. Both realized and unrealized gains and losses on trading securities are included in other income (expense) in the Consolidated Condensed Statements of Operations. The securities are recorded at fair value.

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. The carrying amount of cash and cash equivalents approximates fair value due to the short maturity of those investments.

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 fair value hierarchy established in ASC 820-10 to measure fair value to prioritize the inputs:

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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.

At March 31, 2018, our financial instruments utilizing Level 1 inputs include cash equivalents, equity securities with active markets and money market funds that are classified as restricted assets. The current portion of restricted amounts are included in prepaid expenses and other, and the noncurrent portion are included in other assets. For these items, quoted current market prices are readily available.

At March 31, 2018, Level 2 inputs include certificates of deposit, U.S. Agency issued debt securities, municipal bonds and corporate bonds measured using broker quotations that utilize observable market inputs.

Our financial instruments measured using Level 3 inputs consist of potential earnout payments associated with the acquisition of MOTIVE Drilling Technologies, Inc. in fiscal 2017. The valuation techniques used for determining the fair value of the potential earnout payments use a Monte Carlo simulation which evaluates numerous potential earnings and pay out scenarios.

The following table summarizes our assets and liabilities measured at fair value presented in our Consolidated Condensed Balance Sheet as of March 31, 2018:


	Fair Value		(Level 1)		(Level 2)		(Level 3)
	(in thousands)
Recurring fair value measurements:
Short-term investments:
Certificates of deposit	$	3,498	$	—	$	3,498	$	—
Corporate and municipal debt securities		15,858		—		15,858		—
U.S. government and federal agency securities		25,914		25,914		—		—
Total short-term investments		45,270		25,914		19,356		—
Cash and cash equivalents		334,764		334,764		—		—
Investments		58,381		58,381		—		—
Other current assets		38,385		38,385		—		—
Other assets		6,905		6,905		—		—
Total assets measured at fair value	$	483,705	$	464,349	$	19,356	$	—

Liabilities:
Contingent earnout liability	$	15,702	$	—	$	—	$	15,702

The following information presents the supplemental fair value information about long-term fixed-rate debt at March 31, 2018 and September 30, 2017:


	March 31,		September 30,
	2018		2017
	(in millions)
Carrying value of long-term fixed-rate debt	$	493.4	$	492.9
Fair value of long-term fixed-rate debt	$	521.8	$	529.0

The fair value for the $500 million fixed-rate debt was based on broker quotes at March 31, 2018. The notes are classified within Level 2 as they are not actively traded in markets.

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6.Shareholders’ Equity

The Company has authorization from the Board of Directors for the repurchase of up to four million shares per calendar year. The repurchases may be made using our cash and cash equivalents or other available sources. We had no purchases of common shares in either of the second quarters of fiscal 2018 or fiscal 2017.

Components of accumulated other comprehensive income (loss) were as follows:


	March 31,		September 30,
	2018		2017
	(in thousands)
Pre-tax amounts:
Unrealized appreciation on securities	$	19,908	$	31,700
Unrealized actuarial loss		(27,952)		(28,873)
	$	(8,044)	$	2,827
After-tax amounts:
Unrealized appreciation on securities	$	11,901	$	20,070
Unrealized actuarial loss		(17,122)		(17,770)
	$	(5,221)	$	2,300

The following is a summary of the changes in accumulated other comprehensive income (loss), net of tax, by component for the three and six months ended March 31, 2018:


	Three Months Ended March 31, 2018
	Unrealized
	Appreciation
	(Depreciation) on		Defined
	Available-for-sale		Benefit
	Securities		Pension Plan		Total
	(in thousands)
Balance at January 1, 2018	$	19,469	$	(17,430)	$	2,039
Other comprehensive loss before reclassifications		(7,568)		—		(7,568)
Amounts reclassified from accumulated other comprehensive income		—		308		308
Net current-period other comprehensive income (loss)		(7,568)		308		(7,260)
Balance at March 31, 2018	$	11,901	$	(17,122)	$	(5,221)


	Six Months Ended March 31, 2018
	Unrealized
	Appreciation
	(Depreciation) on		Defined
	Available-for-sale		Benefit
	Securities		Pension Plan		Total
	(in thousands)
Balance at October 1, 2017	$	20,070	$	(17,770)	$	2,300
Other comprehensive loss before reclassifications		(8,169)		—		(8,169)
Amounts reclassified from accumulated other comprehensive income		—		648		648
Net current-period other comprehensive income (loss)		(8,169)		648		(7,521)
Balance at March 31, 2018	$	11,901	$	(17,122)	$	(5,221)

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The following provides detail about accumulated other comprehensive income (loss) components which were reclassified to the Condensed Consolidated Statements of Operations:


	Reclassified from				Reclassified from
	Accumulated Other				Accumulated Other
	Comprehensive				Comprehensive
	Income (Loss)				Income (Loss)
	Three Months Ended				Six Months Ended
Details About Accumulated Other	March 31,				March 31,				Affected Line Item in the
Comprehensive Income (Loss) Components	2018		2017		2018		2017		Consolidated Statements of Operations
		(in thousands)				(in thousands)
Amortization of net actuarial loss on defined benefit pension plan	$	(460)	$	(575)	$	(921)	$	(1,150)	General and administrative
		152		209		273		418	Income tax provision
Total reclassifications for the period	$	(308)	$	(366)	$	(648)	$	(732)	Net of tax

7.Cash Dividends

The $0.70 per share cash dividend declared December 5, 2017, was paid March 1, 2018. On March 7, 2018, a cash dividend of $0.70 per share was declared for shareholders of record on May 18, 2018, payable June 1, 2018. The dividend payable is included in accounts payable in the Consolidated Condensed Balance Sheets.

8.Stock-Based Compensation

On March 2, 2016, the Helmerich & Payne, Inc. 2016 Omnibus Incentive Plan (the “2016 Plan”) was approved by our stockholders. The 2016 Plan, among other things, authorizes the Human Resources Committee of the Board to grant non-qualified stock options and restricted stock awards to selected employees and to non-employee Directors. Restricted stock may be granted for no consideration other than prior and future services. The purchase price per share for stock options may not be less than market price of the underlying stock on the date of grant. Stock options expire 10 years after the grant date. Awards outstanding in the Helmerich & Payne, Inc. 2005 Long-Term Incentive Plan and the Helmerich & Payne, Inc. 2010 Long-Term Incentive Plan (collectively the "2010 Plan") remain subject to the terms and conditions of those plans. During the six months ended March 31, 2018, there were 667,032 non-qualified stock options and 405,086 shares of restricted stock awards granted under the 2016 Plan. An additional 213,904 of restricted stock grants were awarded outside of the 2016 Plan.

A summary of compensation cost for stock-based payment arrangements recognized in general and administrative expense is as follows:


	Three Months Ended				Six Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
	(in thousands)				(in thousands)
Compensation expense
Stock options	$	2,109	$	1,869	$	4,072	$	3,521
Restricted stock		6,350		4,709		11,474		8,958
	$	8,459	$	6,578	$	15,546	$	12,479

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STOCK OPTIONS

The following summarizes the weighted-average assumptions utilized in determining the fair value of options granted during the six months ended March 31, 2018 and 2017:


	2018		2017
Risk-free interest rate	2.2	%	2.0	%
Expected stock volatility	36.1	%	39.4	%
Dividend yield	4.8	%	3.4	%
Expected term (in years)	6.0		5.5

Risk-Free Interest Rate. The risk-free interest rate is based on U.S. Treasury securities for the expected term of the option.

Expected Volatility Rate. Expected volatility is based upon historical experience of the daily closing price of our stock over a period which approximates the expected term of the option.

Expected Dividend Yield. The expected dividend yield is based on our current dividend yield.

Expected Term. The expected term of the options granted represents the period of time that they are expected to be outstanding. We estimate the expected term of options granted based on historical experience with grants and exercises.

A summary of stock option activity under all existing long-term incentive plans for the three and six months ended March 31, 2018 is presented in the following tables:


	Three Months Ended March 31, 2018
				Weighted
				Average
		Weighted		Remaining	Aggregate
		Average		Contractual	Intrinsic
	Shares	Exercise		Term	Value
	(in thousands)	Price		(in years)	(in millions)
Outstanding at January 1, 2018	3,755	$	57.82
Granted	7		71.57
Exercised	(41)		30.66
Outstanding at March 31, 2018	3,721	$	58.15	6.24	$	40.1
Vested and expected to vest at March 31, 2018	3,721	$	58.15	6.24	$	40.1
Exercisable at March 31, 2018	2,358	$	55.64	4.75	$	31.1


	Six Months Ended
	March 31, 2018
		Weighted
		Average
	Shares	Exercise
	(in thousands)	Price
Outstanding at October 1, 2017	3,278	$	56.41
Granted	667		58.66
Exercised	(224)		34.27
Outstanding at March 31, 2018	3,721	$	58.15

The weighted-average fair value of options granted in the first and second quarters of fiscal 2018 was $12.94 and $17.78, respectively.

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The total intrinsic value of options exercised during the three and six months ended March 31, 2018 was $1.6 million and $5.6 million, respectively.

As of March 31, 2018, the unrecognized compensation cost related to stock options was $11.8 million which is expected to be recognized over a weighted-average period of 2.2 years.

RESTRICTED STOCK

Restricted stock awards consist of our common stock and are time-vested over three to six years. We recognize compensation expense on a straight-line basis over the vesting period. The fair value of restricted stock awards under the 2016 Plan is determined based on the closing price of our shares on the grant date. As of March 31, 2018, there was $47.8 million of total unrecognized compensation cost related to unvested restricted stock awards. That cost is expected to be recognized over a weighted-average period of 2.6 years.

A summary of the status of our restricted stock awards under the 2010 Plan and the 2016 Plan as of March 31, 2018 and changes in restricted stock outstanding during the six months then ended is presented below:


	Six Months Ended
	March 31, 2018
		Weighted Average
	Shares	Grant Date Fair
	(in thousands)	Value per Share
Unvested at October 1, 2017	659	$	70.76
Granted	619		59.43
Vested (1)	(251)		71.63
Forfeited	(4)		66.27
Unvested on March 31, 2018	1,023	$	63.71

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

9.Debt

At March 31, 2018 and September 30, 2017, we had the following unsecured long-term debt outstanding:


					Unamortized Discount and
	Principal				Debt Issuance Costs
	March 31,		September 30,		March 31,		September 30,
	2018		2017		2018		2017
	(in thousands)
Unsecured senior notes issued March 19, 2015:
Due March 19, 2025	$	500,000	$	500,000	$	(6,567)	$	(7,098)
		500,000		500,000		(6,567)		(7,098)
Less long-term debt due within one year		—		—		—		—
Long-term debt	$	500,000	$	500,000	$	(6,567)	$	(7,098)

On March 19, 2015, we issued $500 million of 4.65 percent 10-year unsecured senior notes. Interest is payable semi-annually on March 15 and September 15. The debt discount is being amortized to interest expense using the effective interest method. The debt issuance costs are amortized straight-line over the stated life of the obligation, which approximates the effective interest method.

We have a $300 million unsecured revolving credit facility which will mature on July 13, 2021. The credit facility has $75 million available to use as letters of credit. The majority of any borrowings under the facility would accrue interest at a spread over the London Interbank Offered Rate (LIBOR). We also pay a commitment fee based on the unused balance of the facility. Borrowing spreads as well as commitment fees are determined according to a scale based on a ratio of our total debt to total capitalization. The spread over LIBOR ranges from 1.125 percent to 1.75

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percent per annum and commitment fees range from .15 percent to .30 percent per annum. Based on our debt to total capitalization on March 31, 2018, the spread over LIBOR and commitment fees would be 1.125 percent and .15 percent, respectively. There is one financial covenant in the facility which requires us to maintain a funded leverage ratio (as defined) of less than 50 percent. The 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 agreement) may not exceed 17.5% of the net worth of the Company. As of March 31, 2018, there were no borrowings, but there were three letters of credit outstanding in the amount of $39.3 million. At March 31, 2018, we had $260.7 million available to borrow under our $300 million unsecured credit facility.

At March 31, 2018, we had a $12 million unsecured standalone line of credit facility, which is purposed for the issuance of bid and performance bonds, as needed, for international operations. The Company currently has three bonds issued under this line for a total value of $5.6 million. Two of the bonds are denominated in a foreign currency which rose in value against the dollar increasing the value at March 31, 2018 by approximately $0.1 million from the value reported at September 30, 2017.

The applicable agreements for all unsecured debt contain additional terms, conditions and restrictions that we believe are usual and customary in unsecured debt arrangements for companies that are similar in size and credit quality. At March 31, 2018, we were in compliance with all debt covenants.

10. Income Taxes

Our effective tax rate for the first six months of fiscal 2018 and 2017 was 9,084.7 percent and 32.5 percent, respectively. Our effective tax rate for the three months ended March 31, 2018 and 2017 was 70.6 percent and 31.0 percent, respectively. The effective tax rate for the six and three months ended March 31, 2018 was impacted by a discrete income tax adjustment related to the reduction of the federal statutory corporate income tax rate as part of the Tax Cuts and Job Act (the “Act”) which was enacted on December 22, 2017. The related discrete tax benefit recorded for the six and three months ended March 31, 2018 was $501.8 million and $1.4 million, respectively. In addition, effective tax rates differ from the U.S. federal statutory rate (24.5 percent for fiscal 2018 and 35.0 percent for fiscal 2017) due to non-deductible permanent items and state and foreign income taxes.

At March 31, 2018, we have not completed our accounting for all of the tax effects of the Act and recorded an additional tax benefit of $1.4 million to the provisional tax benefit recorded under Staff Accounting Bulletin No. 118 at December 31, 2017. In addition, we have considered the impact of the statutory changes enacted by the Act, including those provisions effective for the fiscal 2018 tax year, in our estimated annual effective tax rate for fiscal 2018 and have recorded provisional amounts, based on reasonable estimates, in our income tax provision for the six and three months ended March 31, 2018.

For the next 12 months, we cannot predict with certainty whether we will achieve ultimate resolution of any uncertain tax positions associated with our U.S. and international operations that could result in increases or decreases of our unrecognized tax benefits. However, we do not expect the increases or decreases to have a material effect on our results of continuing operations or financial position.

11.Commitments and Contingencies

Equipment, parts and supplies are ordered in advance to promote efficient construction and capital improvement progress. At March 31, 2018, we had purchase commitments for equipment, parts and supplies of approximately $70.3 million.

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.

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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 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. Our subsidiaries seek damages for the taking of their Venezuelan drilling business in violation of international law and for breach of contract. While there exists the possibility of realizing a recovery, we are currently unable to determine the timing or amounts we may receive, if any, or the likelihood of recovery. No gain contingencies are recognized in our Consolidated Financial Statements.

The Company and its subsidiaries are parties to various other pending legal actions arising in the ordinary course of our business. We maintain insurance against certain business risks subject to certain deductibles. Although no assurance can be given, we believe, based on our experiences to date and taking into account established reserves and insurance, that the ultimate resolution of such items will not have a material adverse impact on our financial condition, cash flows, or results of operations. When we determine a loss is probable of occurring and is reasonably estimable, we accrue an undiscounted liability for such contingencies based on our best estimate using information available at that time. If the estimated loss is a range of potential outcomes and there is no better estimate within the range, we accrue the amount at the low end of the range. We disclose contingencies where an adverse outcome may be material, or in the judgment of management, we conclude the matter should otherwise be disclosed.

On November 8, 2013, the United States District Court for the Eastern District of Louisiana approved the previously disclosed October 30, 2013 plea agreement between our wholly owned subsidiary, HPIDC, and the United States Department of Justice, United States Attorney’s Office for the Eastern District of Louisiana (“DOJ”). The court’s approval of the plea agreement resolved the DOJ’s investigation into certain choke manifold testing irregularities that occurred in 2010 at one of HPIDC's offshore platform rigs in the Gulf of Mexico. We also engaged in discussions with the Inspector General’s office of the Department of Interior (“DOI”) regarding the same events that were the subject of the DOJ’s investigation. Although we do not presently anticipate any further action by the DOI in this matter, we can provide no assurance as to the timing or eventual outcome of the DOI’s consideration of the matter.

12.Segment Information

We operate principally in the contract drilling industry. The contract drilling operations consist mainly of contracting Company-owned drilling equipment primarily to large oil and gas exploration companies. Our contract drilling business includes the following reportable operating segments: U.S. Land, Offshore and International Land. Each reportable operating segment is a strategic business unit that is managed separately. Our primary international areas of operation include Argentina, Bahrain, Colombia, U.A.E. and other South American and Middle Eastern countries. Other includes additional non-reportable operating segments. Revenues included in Other consist of rental income as well as technology services provided for the directional drilling process and MWD survey corrections. Consolidated revenues and expenses reflect the elimination of intercompany transactions.

We evaluate segment performance based on income or loss from continuing operations (segment operating income) before income taxes which includes:

revenues from external and internal customers

direct operating costs

depreciation and

allocated general and administrative costs

but excludes corporate costs for other depreciation, income from asset sales and other corporate income and expense.

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

Segment operating income for all segments is a non-GAAP financial measure of our performance, as it excludes certain general and administrative expenses, corporate depreciation, income from asset sales and other corporate income and expense. We consider segment operating income to be an important supplemental measure of operating performance by presenting trends in our core businesses. We use this measure to facilitate period-to-period comparisons in operating performance of our reportable segments in the aggregate by eliminating items that affect comparability between periods. We believe that segment operating income is useful to investors because it provides a means to evaluate the operating performance of the segments on an ongoing basis using criteria that are used by our internal decision makers. Additionally, it highlights operating trends and aids analytical comparisons. However, segment operating income has limitations and should not be used as an alternative to operating income or loss, a performance measure determined in accordance with GAAP, as it excludes certain costs that may affect our operating performance in future periods.

Summarized financial information of our reportable segments for the three months ended March 31, 2018 and 2017 is shown in the following tables:


							Segment
	External		Inter-		Total		Operating
(in thousands)	Sales		Segment		Sales		Income (Loss)
March 31, 2018
Contract Drilling
U.S. Land	$	482,729	$	35	$	482,764	$	27,075
Offshore		32,983		—		32,983		5,449
International Land		52,459		—		52,459		(695)
		568,171		35		568,206		31,829
Other		9,313		252		9,565		(7,015)
		577,484		287		577,771		24,814
Eliminations		—		(287)		(287)		—
Total	$	577,484	$	—	$	577,484	$	24,814

							Segment
	External		Inter-		Total		Operating
(in thousands)	Sales		Segment		Sales		Income (Loss)
March 31, 2017
Contract Drilling
U.S. Land	$	330,967	$	—	$	330,967	$	(51,850)
Offshore		36,235		—		36,235		5,912
International Land		34,757		—		34,757		(10,977)
		401,959		—		401,959		(56,915)
Other		3,324		208		3,532		(1,134)
		405,283		208		405,491		(58,049)
Eliminations		—		(208)		(208)		—
Total	$	405,283	$	—	$	405,283	$	(58,049)

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Summarized financial information of our reportable segments for the six months ended March 31, 2018 and 2017 is shown in the following tables:


							Segment
	External		Inter-		Total		Operating
(in thousands)	Sales		Segment		Sales		Income (Loss)
March 31, 2018
Contract Drilling
U.S. Land	$	944,369	$	35	$	944,404	$	51,820
Offshore		66,349		—		66,349		14,174
International Land		115,673		—		115,673		2,839
		1,126,391		35		1,126,426		68,833
Other		15,180		472		15,652		(14,332)
		1,141,571		507		1,142,078		54,501
Eliminations		—		(507)		(507)		—
Total	$	1,141,571	$	—	$	1,141,571	$	54,501

							Segment
	External		Inter-		Total		Operating
(in thousands)	Sales		Segment		Sales		Income (Loss)
March 31, 2017
Contract Drilling
U.S. Land	$	594,603	$	—	$	594,603	$	(82,738)
Offshore		70,047		—		70,047		12,696
International Land		102,788		—		102,788		(10,152)
		767,438		—		767,438		(80,194)
Other		6,435		416		6,851		(3,183)
		773,873		416		774,289		(83,377)
Eliminations		—		(416)		(416)		—
Total	$	773,873	$	—	$	773,873	$	(83,377)

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


	Three Months Ended				Six Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
	(in thousands)				(in thousands)

Segment operating income (loss)	$	24,814	$	(58,049)	$	54,501	$	(83,377)
Income from asset sales		5,255		14,889		10,820		15,731
Corporate general and administrative costs and corporate depreciation		(31,322)		(22,512)		(63,054)		(47,190)
Operating income (loss)		(1,253)		(65,672)		2,267		(114,836)
Other income (expense)
Interest and dividend income		1,847		1,338		3,571		2,328
Interest expense		(6,028)		(6,084)		(11,801)		(11,139)
Other		(121)		174		409		561
Total unallocated amounts		(4,302)		(4,572)		(7,821)		(8,250)
Loss from continuing operations before income taxes	$	(5,555)	$	(70,244)	$	(5,554)	$	(123,086)

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The following table presents total assets by reportable segment:


	March 31,		September 30,
	2018		2017
	(in thousands)

Total assets
U.S. Land	$	4,940,149	$	4,967,074
Offshore		101,350		99,533
International Land		399,898		413,392
Other		182,003		133,085
		5,623,400		5,613,084
Investments and corporate operations		638,392		826,901
Total assets from continued operations		6,261,792		6,439,985
Discontinued operations				3
	$	6,261,792	$	6,439,988

The following table presents revenues from external customers by country based on the location of service provided:


	Three Months Ended				Six Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
	(in thousands)				(in thousands)

Operating Revenues
United States	$	524,435	$	370,526	$	1,025,193	$	671,085
Argentina		49,800		23,267		98,629		71,349
Colombia		237		8,852		12,233		18,223
Other Foreign		3,012		2,638		5,516		13,216
Total	$	577,484	$	405,283	$	1,141,571	$	773,873

13.Pensions and Other Post-retirement Benefits

The following provides information at March 31, 2018 related to the Company-sponsored domestic defined benefit pension plan:

Components of Net Periodic Benefit Cost


	Three Months Ended				Six Months Ended
	March 31,				March 31,
	2018		2017		2018		2017
	(in thousands)				(in thousands)

Interest cost	$	1,014	$	975	$	2,028	$	1,950
Expected return on plan assets		(1,386)		(1,299)		(2,772)		(2,598)
Recognized net actuarial loss		460		575		921		1,150
Net pension expense	$	88	$	251	$	177	$	502

Employer Contributions

We did not contribute to the Pension Plan during the six months ended March 31, 2018. We could make contributions for the remainder of fiscal 2018 to fund distributions in lieu of liquidating assets.

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14.Supplemental Cash Flow Information

Capital expenditures on the Consolidated Condensed Statements of Cash Flows do not include additions which have been incurred but not paid for as of the end of the period. The following table reconciles total capital expenditures incurred to total capital expenditures in the Consolidated Condensed Statements of Cash Flows:


	Six Months Ended
	March 31,
	2018		2017
	(in thousands)

Capital expenditures incurred	$	190,965	$	191,804
Additions incurred in prior year but paid for in current year		20,004		9,465
Additions incurred but not paid for as of the end of the period		(19,767)		(25,966)
Capital expenditures per Consolidated Statements of Cash Flows	$	191,202	$	175,303

15.International Risk Factors

We currently have foreign operations in South America and the Middle East. In the future, we may further expand the geographic reach of our operations. As a result, we are exposed to certain political, economic and other uncertainties not encountered in U.S. operations, including increased risks of social unrest, strikes, terrorism, war, kidnapping of employees, nationalization, forced negotiation or modification of contracts, difficulty resolving disputes and enforcing contract provisions, expropriation of equipment as well as expropriation of oil and gas exploration and drilling rights, taxation policies, foreign exchange restrictions and restrictions on repatriation of income and capital, currency rate fluctuations, increased governmental ownership and regulation of the economy and industry in the markets in which we operate, economic and financial instability of national oil companies, and restrictive governmental regulation, bureaucratic delays and general hazards associated with foreign sovereignty over certain areas in which operations are conducted.

South American countries, in particular, have historically experienced uneven periods of economic growth, as well as recession, periods of high inflation and general economic and political instability. From time to time these risks have impacted our business. For example, on June 30, 2010, the Venezuelan government expropriated 11 rigs and associated real and personal property owned by our Venezuelan subsidiary. Prior thereto, we also experienced currency devaluation losses in Venezuela and difficulty repatriating U.S. dollars to the United States. Today, our contracts for work in foreign countries generally provide for payment in U.S. dollars. However, in Argentina we are paid in Argentine pesos. The Argentine branch of one of our second-tier subsidiaries then remits U.S. dollars to its U.S. parent by converting the Argentine pesos into U.S. dollars through the Argentine Foreign Exchange Market and repatriating the U.S. dollars.

We are not operating in any country that is currently considered highly inflationary, which is defined as cumulative inflation rates exceeding 100 percent in the most recent three-year period based on inflation data published by the respective governments. However, estimates from other published sources may indicate that Argentina is a highly inflationary country. Nonetheless, all of our foreign operations use the U.S. dollar as the functional currency and local currency monetary assets and liabilities are remeasured into U.S. dollars with gains and losses resulting from foreign currency transactions included in current results of operations.

In December 2015, the Argentine peso experienced a sharp devaluation resulting in an aggregate foreign currency loss of $8.5 million for the three months ended December 31, 2015. Subsequent to the devaluation, the Argentine peso stabilized and the Argentine Foreign Exchange Market controls now place fewer restrictions on repatriating U.S. dollars. These changes have reduced our current foreign currency exchange rate risk in Argentina. For the six months ended March 31, 2018 and 2017, we experienced aggregate foreign currency losses of $1.4 million and $2.0 million, respectively. However, in the future, we may incur larger currency devaluations, foreign exchange restrictions or other difficulties repatriating U.S. dollars from Argentina or elsewhere which could have a material adverse impact on our business, financial condition and results of operations.

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Because of the impact of local laws, our future operations in certain areas may be conducted through entities in which local citizens own interests and through entities (including joint ventures) in which we hold only a minority interest or pursuant to arrangements under which we conduct operations under contract to local entities. While we believe that neither operating through such entities nor pursuant to such arrangements would have a material adverse effect on our operations or revenues, there can be no assurance that we will, in all cases, be able to structure or restructure our operations to conform to local law (or the administration thereof) on terms acceptable to us.

Although we attempt to minimize the potential impact of such risks by operating in more than one geographical area, during the six months ended March 31, 2018, approximately 10.1 percent of our consolidated operating revenues were generated from international locations in our contract drilling business. During the six months ended March 31, 2018, approximately 95.8 percent of operating revenues from international locations were from operations in South America. Substantially all of the South American operating revenues were from Argentina and Colombia. The future occurrence of one or more international events arising from the types of risks described above could have a material adverse impact on our business, financial condition and results of operations.

16.Recently Issued Accounting Standards

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which supersedes virtually all existing revenue recognition requirements. Subsequent to the issuance of Update 2014-09, the FASB has issued several additional ASUs to clarify implementation guidance, provide narrow-scope improvements and provide additional disclosure guidance. ASU 2014-09 outlines a single comprehensive model for revenue recognition based on the core principle that a company will recognize revenue when promised goods or services are transferred to clients, in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. The ASU provides for either a full retrospective method, meaning the standard is applied to all of the periods presented, or a modified retrospective method, meaning the cumulative effect of initially applying the standard is recognized in the most current period presented in the financial statements. The requirements in this ASU are effective for annual periods beginning after December 15, 2017, and interim periods within that reporting period. In fiscal 2017, we established an implementation team and performed an initial assessment of the impact of ASU 2014-09 with the assistance of an outside consultant. The Company has identified and reviewed revenue streams and identified a subset of contracts to represent these revenue streams. The Company is in the process of performing a detailed analysis of such contracts. As part of the analysis, we will identify specific areas impacted under the new standard. In addition, we are in the process of implementing the appropriate changes to our business processes, systems and controls to support recognition and disclosure under the new standard. Our findings and progress toward implementation of the standard are periodically reported to management and the Audit Committee. Currently, we do not expect the impact of adopting ASU 2014-09 to be material on our consolidated balance sheet, results of operations and cash flows, though we anticipate that it may affect the timing for the recognition of certain types of revenues derived from drilling contracts, and the timing for recognizing certain costs that are incurred to fulfill those contracts. We will adopt this standard on October 1, 2018 and, based on our evaluation to date, we anticipate using the modified retrospective method; however, we are still in the process of finalizing our documentation and assessment of the impact of the standard on our financial results and related disclosures. We anticipate additional disclosures in future filings related to our planned adoption of this standard.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), to increase transparency and comparability among organizations by recognizing right-of-use assets and lease payment liabilities on the balance sheet and disclosing key information about leasing arrangements. Under ASU 2016-02, a determination is to be made at the inception of a contract as to whether the contract is, or contains, a lease. Leases convey the right to control the use of an identified asset in exchange for consideration. Only the lease components of a contract must be accounted for in accordance with this ASU. Non-lease components, such as activities that transfer a good or service to the customer, shall be accounted for under other applicable Topics. ASU 2016-02 permits lessees to make policy elections to not recognize lease assets and liabilities for leases with terms of less than twelve months and/or to not separate lease and non-lease components and account for the non-lease components together with the lease components as a single lease component. Lessor accounting remains substantially similar to current GAAP. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years.

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As a lessor, we expect the adoption of this new standard will apply to our drilling contracts. As a lessee, this standard will primarily impact us in situations where we lease real estate and equipment, for which we will recognize a right-of-use asset and a corresponding lease liability on our consolidated balance sheet. Since a portion of our contract drilling revenue will be subject to the new leasing guidance, we will evaluate the impact of ASU 2016-02 concurrently with the provisions of ASU 2014-09 and the impact this will have on our consolidated financial statements. We are in the process of implementing changes to our business processes, systems and controls to support recognition and disclosure under the new standard including the implementation of a lease accounting software to control the lease data. We have performed a scoping and preliminary assessment of the impact of this new standard. Our findings and progress toward implementation of the standard are periodically reported to management.

In January 2018, the FASB issued a proposed ASU affecting the amendments in ASU No. 2016-02 providing entities with an additional (and optional) transition method of adoption resulting in a cumulative effect adjustment upon adoption. Based on our evaluation to date, the Company expects to adopt the new lease guidance utilizing the new proposed transition method of adoption as included in the proposed ASU, if codified. In addition, the Company expects to apply certain transition practical expedients allowed by the standard; however, we are still in the process of finalizing our documentation and assessment of the impact of the standard on our financial results and related disclosures. We anticipate additional disclosures in future filings related to our planned adoption of this standard. Our findings and progress toward implementation of the standard are periodically reported to management and the Audit Committee. The Company previously disclosed its intention to adopt this standard at the same time as it adopted the new revenue standard discussed above; however, we now expect to adopt this new guidance October 1, 2019.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The standard requires entities to measure equity investments that do not result in consolidation and are not accounted for under the equity method at fair value and recognize any changes in fair value in net income. The provisions of ASU No. 2016-01 are effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. At adoption, a cumulative-effect adjustment to beginning retained earnings will be recorded. We will adopt this standard on October 1, 2018. Subsequent to adoption, changes in the fair value of our available-for-sale investments will be recognized in net income and the effect will be subject to stock market fluctuations.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses. The ASU sets forth a "current expected credit loss" (CECL) model which requires companies to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. The ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are currently assessing the impact this standard will have on our consolidated financial statements and disclosures.

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force). The ASU is intended to reduce diversity in practice in presentation and classification of certain cash receipts and cash payments by providing guidance on eight specific cash flow issues. The ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. We are currently assessing the impact this standard will have on our consolidated statement of cash flows.

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes: Intra-Entity Transfers of Assets Other Than Inventory, as part of its simplification initiatives. The update requires that an entity recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs, rather than deferring the recognition until the asset has been sold to an outside party as is required under current GAAP. The ASU is effective for annual reporting periods beginning after December 15, 2017, and interim reporting periods

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within those annual reporting periods. Early adoption is permitted. The new standard will require adoption on a modified retrospective basis through a cumulative-effect adjustment to retained earnings. We expect to adopt the guidance beginning October 1, 2018 and are currently evaluating the impact this update will have on the financial statements and related disclosures.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows - Restricted Cash. The ASU requires amounts generally described as restricted cash and restricted cash equivalents be included with cash and cash equivalents when reconciling the total beginning and ending amounts for the periods shown on the statement of cash flows. The ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption during an interim period. We will adopt the guidance beginning October 1, 2018 applied retrospectively to all periods presented. The adoption is not expected to have a material impact on our consolidated financial position or cash flows.

In March 2017, the FASB issued ASU No. 2017-07, Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost. ASU No. 2017-07 will change how employers that sponsor defined benefit pension and/or other post-retirement benefit plans present the net periodic benefit cost in the income statement. Employers will present the service cost component of net periodic benefit cost in the same income statement line item(s) as other employee compensation costs arising from services rendered during the period. Employers will present the other components of the net periodic benefit cost separately from the line item(s) that includes the service cost and outside of any subtotal of operating income, if one is presented. This standard is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted. We do not expect the new guidance to have a material impact on our financial condition or results of operation.

In February 2018, the FASB issued ASU No. 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This update relates to the impacts of the tax legislation commonly referred to as the Tax Cuts and Jobs Act. The guidance permits the reclassification of certain income tax effects of the Act from Other Comprehensive Income to Retained Earnings (stranded tax effects). The guidance also requires certain new disclosures. The guidance is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. Entities may adopt the guidance using one of two transition methods; retrospective to each period (or periods) in which the income tax effects of the Act related to the items remaining in Other Comprehensive Income are recognized or at the beginning of the period of adoption. We are currently evaluating the impact that the guidance may have on our consolidated financial statements.

17.Guarantor and Non-Guarantor Financial Information

In March 2015, Helmerich & Payne International Drilling Co. (“the issuer”), a 100 percent owned subsidiary of Helmerich & Payne, Inc. (“parent”, “the guarantor”), issued senior unsecured notes with an aggregate principal amount of $500.0 million. The notes are fully and unconditionally guaranteed by the parent. No subsidiaries of parent currently guarantee the notes, subject to certain provisions that if any subsidiary guarantees certain other debt of the issuer or parent, then such subsidiary will provide a guarantee of the obligations under the notes.

In connection with the notes, we are providing the following condensed consolidating financial information in accordance with the Securities and Exchange Commission disclosure requirements. Each entity in the consolidating financial information follows the same accounting policies as described in the consolidated financial statements. Condensed consolidating financial information for the issuer, Helmerich & Payne International Drilling Co., and parent, guarantor, Helmerich & Payne, Inc. is shown in the tables below.

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CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(in thousands)


	Three Months Ended March 31, 2018
	Guarantor/		Issuer		Non-Guarantor				Total
	Parent		Subsidiary		Subsidiaries		Eliminations		Consolidated

Operating revenue	$	—	$	515,712	$	61,793	$	(21)	$	577,484
Operating costs and other		4,209		503,173		71,601		(246)		578,737

Operating income (loss) from continuing operations		(4,209)		12,539		(9,808)		225		(1,253)

Other income, net		19		1,732		200		(225)		1,726
Interest expense		(138)		(4,551)		(1,339)		—		(6,028)
Equity in net income of subsidiaries		(7,963)		(16,081)		—		24,044		—
Loss from continuing operations before income taxes		(12,291)		(6,361)		(10,947)		24,044		(5,555)

Income tax expense (benefit)		(411)		1,639		(5,150)		—		(3,922)
Loss from continuing operations		(11,880)		(8,000)		(5,797)		24,044		(1,633)

Income from discontinued operations before income taxes		—		—		1,263		—		1,263
Income tax provision		—		—		11,509		—		11,509
Loss from discontinued operations		—		—		(10,246)		—		(10,246)

Net loss	$	(11,880)	$	(8,000)	$	(16,043)	$	24,044	$	(11,879)

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)


	Three Months Ended March 31, 2018
	Guarantor/		Issuer		Non-Guarantor				Total
	Parent		Subsidiary		Subsidiaries		Eliminations		Consolidated

Net loss	$	(11,880)	$	(8,000)	$	(16,043)	$	24,044	$	(11,879)
Other comprehensive income (loss), net of income taxes:
Unrealized depreciation on securities, net		—		(7,568)		—		—		(7,568)
Minimum pension liability adjustments, net		92		216		—		—		308
Other comprehensive income (loss)		92		(7,352)		—		—		(7,260)
Comprehensive loss	$	(11,788)	$	(15,352)	$	(16,043)	$	24,044	$	(19,139)

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CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(in thousands)


	Three Months Ended March 31, 2017
	Guarantor/		Issuer		Non-Guarantor				Total
	Parent		Subsidiary		Subsidiaries		Eliminations		Consolidated

Operating revenue	$	—	$	367,202	$	38,097	$	(16)	$	405,283
Operating costs and expenses		3,300		415,544		52,341		(230)		470,955

Operating loss from continuing operations		(3,300)		(48,342)		(14,244)		214		(65,672)

Other income (expense), net		1		1,814		(89)		(214)		1,512
Interest expense		(87)		(5,148)		(849)		—		(6,084)
Equity in net loss of subsidiaries		(46,677)		(11,118)		—		57,795		—
Loss from continuing operations before income taxes		(50,063)		(62,794)		(15,182)		57,795		(70,244)

Income tax benefit		(1,245)		(17,410)		(3,116)		—		(21,771)
Loss from continuing operations		(48,818)		(45,384)		(12,066)		57,795		(48,473)

Loss from discontinued operations before income taxes		—		—		(94)		—		(94)
Income tax provision		—		—		251		—		251
Loss from discontinued operations		—		—		(345)		—		(345)

Net loss	$	(48,818)	$	(45,384)	$	(12,411)	$	57,795	$	(48,818)

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)


	Three Months Ended March 31, 2017
	Guarantor/		Issuer		Non-Guarantor				Total
	Parent		Subsidiary		Subsidiaries		Eliminations		Consolidated

Net loss	$	(48,818)	$	(45,384)	$	(12,411)	$	57,795	$	(48,818)
Other comprehensive income (loss), net of income taxes:
Unrealized depreciation on securities, net		—		(10,507)		—		—		(10,507)
Minimum pension liability adjustments, net		106		260		—		—		366
Other comprehensive income (loss)		106		(10,247)		—		—		(10,141)
Comprehensive loss	$	(48,712)	$	(55,631)	$	(12,411)	$	57,795	$	(58,959)

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CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(in thousands)


	Six Months Ended March 31, 2018
	Guarantor/		Issuer		Non-Guarantor				Total
	Parent		Subsidiary		Subsidiaries		Eliminations		Consolidated

Operating revenue	$	—	$	1,010,718	$	130,890	$	(37)	$	1,141,571
Operating costs and other		8,387		984,821		146,547		(451)		1,139,304

Operating income (loss) from continuing operations		(8,387)		25,897		(15,657)		414		2,267

Other income, net		280		3,373		741		(414)		3,980
Interest expense		(166)		(10,251)		(1,384)		—		(11,801)
Equity in net income of subsidiaries		499,457		5,284		—		(504,741)		—
Income (loss) from continuing operations before income taxes		491,184		24,303		(16,300)		(504,741)		(5,554)

Income tax expense (benefit)		2,958		(476,955)		(30,566)		—		(504,563)
Income from continuing operations		488,226		501,258		14,266		(504,741)		499,009

Income from discontinued operations before income taxes		—		—		744		—		744
Income tax provision		—		—		11,526		—		11,526
Loss from discontinued operations		—		—		(10,782)		—		(10,782)

Net income	$	488,226	$	501,258	$	3,484	$	(504,741)	$	488,227

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)


	Six Months Ended March 31, 2018
	Guarantor/		Issuer		Non-Guarantor				Total
	Parent		Subsidiary		Subsidiaries		Eliminations		Consolidated

Net income	$	488,226	$	501,258	$	3,484	$	(504,741)	$	488,227
Other comprehensive income (loss), net of income taxes:
Unrealized depreciation on securities, net		—		(8,169)		—		—		(8,169)
Minimum pension liability adjustments, net		194		454		—		—		648
Other comprehensive income (loss)		194		(7,715)		—		—		(7,521)
Comprehensive income	$	488,420	$	493,543	$	3,484	$	(504,741)	$	480,706

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CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(in thousands)


	Six Months Ended March 31, 2017
	Guarantor/		Issuer		Non-Guarantor				Total
	Parent		Subsidiary		Subsidiaries		Eliminations		Consolidated

Operating revenue	$	—	$	664,650	$	109,256	$	(33)	$	773,873
Operating costs and other		6,760		755,046		127,364		(461)		888,709

Operating loss from continuing operations		(6,760)		(90,396)		(18,108)		428		(114,836)

Other income, net		1		2,833		483		(428)		2,889
Interest expense		(173)		(9,857)		(1,109)		—		(11,139)
Equity in net loss of subsidiaries		(79,669)		(10,789)		—		90,458		—
Loss from continuing operations before income taxes		(86,601)		(108,209)		(18,734)		90,458		(123,086)

Income tax provision		(2,720)		(29,960)		(7,379)		—		(40,059)
Loss from continuing operations		(83,881)		(78,249)		(11,355)		90,458		(83,027)

Loss from discontinued operations before income taxes		—		—		(518)		—		(518)
Income tax provision		—		—		336		—		336
Loss from discontinued operations		—		—		(854)		—		(854)

Net loss	$	(83,881)	$	(78,249)	$	(12,209)	$	90,458	$	(83,881)

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)


	Six Months Ended March 31, 2017
	Guarantor/		Issuer		Non-Guarantor				Total
	Parent		Subsidiary		Subsidiaries		Eliminations		Consolidated

Net loss	$	(83,881)	$	(78,249)	$	(12,209)	$	90,458	$	(83,881)
Other comprehensive income, net of income taxes:
Unrealized appreciation on securities, net		—		1,905		—		—		1,905
Minimum pension liability adjustments, net		212		520		—		—		732
Other comprehensive income		212		2,425		—		—		2,637
Comprehensive loss	$	(83,669)	$	(75,824)	$	(12,209)	$	90,458	$	(81,244)

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CONSOLIDATED CONDENSED BALANCE SHEETS

(in thousands)


	March 31, 2018
	Guarantor/		Issuer		Non-Guarantor				Total
	Parent		Subsidiary		Subsidiaries		Eliminations		Consolidated

ASSETS
Current assets:
Cash and cash equivalents	$	(787)	$	324,530	$	11,021	$	—	$	334,764
Short-term investments		—		45,270		—		—		45,270
Accounts receivable, net of reserve		794		465,049		79,581		(76)		545,348
Inventories		—		109,527		33,650		—		143,177
Prepaid expenses and other		22,718		4,484		35,285		(63)		62,424
Current assets of discontinued operations		—		—		—		—		—
Total current assets		22,725		948,860		159,537		(139)		1,130,983

Investments		14,976		58,380		—		—		73,356
Property, plant and equipment, net		47,706		4,527,404		323,415		—		4,898,525
Intercompany		147,333		2,000,285		247,981		(2,395,599)		—
Goodwill		—		—		69,496		—		69,496
Intangible assets, net of amortization		—		—		77,001		—		77,001
Other assets		5,166		1,055		6,210		—		12,431
Investment in subsidiaries		5,961,792		188,761		—		(6,150,553)		—

Total assets	$	6,199,698	$	7,724,745	$	883,640	$	(8,546,291)	$	6,261,792

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	80,251	$	39,878	$	2,951	$	(68)	$	123,012
Accrued liabilities		30,356		172,718		14,092		(71)		217,095
Current liabilities of discontinued operations		—		—		78		—		78
Total current liabilities		110,607		212,596		17,121		(139)		340,185

Noncurrent liabilities:
Long-term debt		—		493,433		—		—		493,433
Deferred income taxes		(7,011)		774,914		48,766		—		816,669
Intercompany		1,566,255		252,200		577,044		(2,395,499)		—
Other		26,694		42,574		24,393		—		93,661
Noncurrent liabilities of discontinued operations		—		—		14,691		—		14,691
Total noncurrent liabilities		1,585,938		1,563,121		664,894		(2,395,499)		1,418,454

Shareholders’ equity:
Common stock		11,201		100		—		(100)		11,201
Additional paid-in capital		487,135		52,436		1,040		(53,476)		487,135
Retained earnings		4,189,497		5,897,470		200,585		(6,098,055)		4,189,497
Accumulated other comprehensive income		(5,221)		(978)		—		978		(5,221)
Treasury stock, at cost		(179,459)		—		—		—		(179,459)
Total shareholders’ equity		4,503,153		5,949,028		201,625		(6,150,653)		4,503,153

Total liabilities and shareholders’ equity	$	6,199,698	$	7,724,745	$	883,640	$	(8,546,291)	$	6,261,792

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CONSOLIDATED CONDENSED BALANCE SHEETS

(in thousands)


	September 30, 2017
	Guarantor/		Issuer		Non-Guarantor				Total
	Parent		Subsidiary		Subsidiaries		Eliminations		Consolidated

ASSETS
Current assets:
Cash and cash equivalents	$	(587)	$	508,091	$	13,871	$	—	$	521,375
Short-term investments		—		44,491		—		—		44,491
Accounts receivable, net of reserve		766		411,599		64,714		(5)		477,074
Inventories		—		102,470		34,734		—		137,204
Prepaid expenses and other		12,200		6,383		36,979		(442)		55,120
Current assets of discontinued operations		—		—		3		—		3
Total current assets		12,379		1,073,034		150,301		(447)		1,235,267

Investments		13,853		70,173		—		—		84,026
Property, plant and equipment, net		49,851		4,609,144		342,056		—		5,001,051
Intercompany		90,885		1,746,662		248,540		(2,086,087)		—
Goodwill		—		—		51,705		—		51,705
Intangible assets, net of amortization		—		—		50,785		—		50,785
Other assets		4,955		3,839		8,360		—		17,154
Investment in subsidiaries		5,470,050		183,382		—		(5,653,432)		—
Total assets	$	5,641,973	$	7,686,234	$	851,747	$	(7,739,966)	$	6,439,988

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	82,360	$	48,679	$	4,589	$	—	$	135,628
Accrued liabilities		26,698		148,491		33,941		(447)		208,683
Current liabilities of discontinued operations		—		—		74		—		74
Total current liabilities		109,058		197,170		38,604		(447)		344,385

Noncurrent liabilities:
Long-term debt		—		492,902		—		—		492,902
Deferred income taxes		(11,201)		1,286,381		57,509		—		1,332,689
Intercompany		1,354,068		210,823		521,096		(2,085,987)		—
Other		25,457		43,471		32,481		—		101,409
Noncurrent liabilities of discontinued operations		—		—		4,012		—		4,012
Total noncurrent liabilities		1,368,324		2,033,577		615,098		(2,085,987)		1,931,012

Shareholders’ equity:
Common stock		11,196		100		—		(100)		11,196
Additional paid-in capital		487,248		52,437		1,039		(53,476)		487,248
Retained earnings		3,855,686		5,396,212		197,006		(5,593,218)		3,855,686
Accumulated other comprehensive income		2,300		6,738		—		(6,738)		2,300
Treasury stock, at cost		(191,839)		—		—		—		(191,839)
Total shareholders’ equity		4,164,591		5,455,487		198,045		(5,653,532)		4,164,591

Total liabilities and shareholders’ equity	$	5,641,973	$	7,686,234	$	851,747	$	(7,739,966)	$	6,439,988

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CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)


	Six Months Ended March 31, 2018
	Guarantor/		Issuer		Non-Guarantor				Total
	Parent		Subsidiary		Subsidiaries		Eliminations		Consolidated

Net cash provided by operating activities	$	3,946	$	192,093	$	955	$	—	$	196,994

INVESTING ACTIVITIES:
Capital expenditures		(4,661)		(181,218)		(5,323)		—		(191,202)
Purchase of short-term investments		—		(36,784)		—		—		(36,784)
Acquisition of business, net of cash acquired		(47,886)		—		—		—		(47,886)
Proceeds from sale of short-term investments		—		32,020		—		—		32,020
Intercompany transfers		52,547		(52,547)		—		—		—
Proceeds from asset sales		—		16,308		1,518		—		17,826
Net cash used in investing activities		—		(222,221)		(3,805)		—		(226,026)

FINANCING ACTIVITIES:
Intercompany transfers		153,433		(153,433)		—		—		—
Dividends paid		(153,433)		—		—		—		(153,433)
Proceeds from stock option exercises		1,645		—		—		—		1,645
Payments for employee taxes on net settlement of equity awards		(5,791)		—		—		—		(5,791)
Net cash used in financing activities		(4,146)		(153,433)		—		—		(157,579)

Net decrease in cash and cash equivalents		(200)		(183,561)		(2,850)		—		(186,611)
Cash and cash equivalents, beginning of period		(587)		508,091		13,871		—		521,375
Cash and cash equivalents, end of period	$	(787)	$	324,530	$	11,021	$	—	$	334,764

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CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(in thousands)


	Six Months Ended March 31, 2017, as adjusted
	Guarantor/		Issuer		Non-Guarantor				Total
	Parent		Subsidiary		Subsidiaries		Eliminations		Consolidated

Net cash provided by (used in) operating activities	$	(5,993)	$	148,481	$	7,790	$	—	$	150,278

INVESTING ACTIVITIES:
Capital expenditures		(1,343)		(172,338)		(1,622)		—		(175,303)
Purchase of short-term investments		—		(37,899)		—		—		(37,899)
Proceeds from sale of short-term investments		—		34,000		—		—		34,000
Intercompany transfers		1,343		(1,343)		—		—		—
Proceeds from asset sales		—		12,908		551		—		13,459
Net cash used in investing activities		—		(164,672)		(1,071)		—		(165,743)

FINANCING ACTIVITIES:
Intercompany transfers		152,617		(152,617)		—		—		—
Dividends paid		(152,617)		—		—		—		(152,617)
Proceeds from stock option exercises		10,372		—		—		—		10,372
Payments for employee taxes on net settlement of equity awards		(6,105)		—		—		—		(6,105)
Net cash provided by (used in) financing activities		4,267		(152,617)		—		—		(148,350)

Net increase (decrease) in cash and cash equivalents		(1,726)		(168,808)		6,719		—		(163,815)
Cash and cash equivalents, beginning of period		(955)		899,028		7,488		—		905,561
Cash and cash equivalents, end of period	$	(2,681)	$	730,220	$	14,207	$	—	$	741,746

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

March 31, 2018

RISK FACTORS AND FORWARD-LOOKING STATEMENTS

The following discussion should be read in conjunction with the Consolidated Condensed Financial Statements and related notes included elsewhere herein and the Consolidated Financial Statements and notes thereto included in our 2017 Annual Report on Form 10-K. Our future operating results may be affected by various trends and factors which are beyond our control. These include, among other factors, fluctuations in natural gas and crude oil prices, the loss of one or a number of our largest customers, early termination of drilling contracts and failure to realize backlog drilling revenue, forfeiture of early termination payments under fixed term contracts due to sustained unacceptable performance, unsuccessful collection of receivables, inability to procure key rig components, failure to timely deliver rigs within applicable grace periods, disruption to or cessation of the business of our limited source vendors or fabricators, currency exchange losses, expropriation of assets and other international uncertainties, loss of well control, pollution of offshore waters and reservoir damage, operational risks that are not fully insured against or covered by adequate contractual indemnities, passage of laws or regulations including those limiting hydraulic fracturing, litigation and governmental investigations, consideration and possible action by the Department of Interior regarding the events that were the subject matter of our prior (previously disclosed) plea agreement with the United States Department of Justice, failure to comply with the United States Foreign Corrupt Practices Act, foreign anti-bribery laws and other governmental laws and regulations, a sluggish global economy, changes in general economic and political conditions, adverse weather conditions including hurricanes, rapid or unexpected changes in drilling or other technologies and uncertain business conditions that affect our businesses. Accordingly, past results and trends should not be used by investors to anticipate future results or trends. Our risk factors are more fully described in our 2017 Annual Report on Form 10-K and elsewhere in this Form 10-Q.

With the exception of historical information, the matters discussed in Management’s Discussion & Analysis of Financial Condition and Results of Operations include forward-looking statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, or “continue” or the negative thereof or similar terminology. These forward-looking statements are based on various assumptions. We caution that, while we believe such assumptions to be reasonable and make them in good faith, assumptions about future events and conditions almost always vary from actual results. The differences between assumed facts and actual results can be material. We are including this cautionary statement to take advantage of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 for any forward-looking statements made by us or persons acting on our behalf. The factors identified in this cautionary statement are important factors (but not necessarily all important factors) that could cause actual results to differ materially from those expressed in any forward-looking statement made by us or persons acting on our behalf. Except as required by law, we undertake no duty to update or revise our forward-looking statements based on changes of internal estimates on expectations or otherwise.

RESULTS OF OPERATIONS

Three Months Ended March 31, 2018 vs. Three Months Ended March 31, 2017

We reported a loss from continuing operations of $1.6 million ($0.03 loss per diluted share) from operating revenues of $577.5 million for the second quarter ended March 31, 2018 compared with a loss from continuing operations of $48.5 million ($0.45 loss per diluted share) from operating revenues of $405.3 million for the second quarter of fiscal year 2017. Included in the net loss for the second quarter of fiscal 2018 is a $10.2 million loss ($0.09 loss per diluted share) from discontinued operations. Including discontinued operations, we recorded a net loss of $11.9 million ($0.12 loss per diluted share) for the three months ended March 31, 2018 compared to a net loss of $48.8 million ($0.45 loss per diluted share) for the three months ended March 31, 2017. The net loss from continuing operations for the second quarter of fiscal 2018 includes approximately $3.9 million ($0.04 per diluted share) of after-tax gains from the sale of assets compared to $10.1 million ($0.09 per diluted share) in the second quarter of fiscal 2017.

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On December 8, 2017, we completed an acquisition (“MagVAR Acquisition”) of an unaffiliated company, Magnetic Variation Services, LLC, which is now a wholly owned subsidiary of the Company. The operations for MagVAR are included with all other non-reportable business segments. At the effective time of the MagVAR Acquisition, MagVAR shareholders received aggregate cash consideration of $47.9 million, net of customary closing adjustments, and certain management members received restricted stock awards covering 213,904 shares of Helmerich & Payne, Inc. common stock. At closing, $6.0 million of the cash consideration was placed in escrow, to be released to the seller twelve months after the acquisition closing date. Transaction costs related to the MagVAR Acquisition incurred during the six months ended March 31, 2018 were approximately $1.2 million and are recorded in the Consolidated Condensed Statements of Operations within general and administrative expense. We recorded revenue of $3.9 million and a net loss of $1.1 million related to MagVAR during the six months ended March 31, 2018.

The MagVAR Acquisition has been accounted for as a business combination in accordance with ASC 805, Business Combinations, which requires the assets acquired and liabilities assumed to be recorded at their acquisition date fair values. The estimated fair values are based upon preliminary calculations and valuations, and those estimates and assumptions are subject to changes as we obtain additional information for those estimates during the measurement period.

The following tables summarize operations by reportable operating segment for the three months ended March 31, 2018 and 2017. Operating statistics in the tables exclude the effects of offshore platform and international management contracts, and do not include reimbursements of “out-of-pocket” expenses in revenue, expense and margin per day calculations. Per day calculations also exclude gains and losses from translation of foreign currency transactions. Segment operating income is described in detail in Note 12 to the Consolidated Condensed Financial Statements.


	Three Months Ended March 31,
	2018			2017
	(in thousands, except days and per day amounts)
U.S. LAND OPERATIONS
Operating revenues	$	482,729		$	330,967
Direct operating expenses		317,688			238,249
General and administrative expense		14,011			12,573
Depreciation		123,955			131,995
Segment operating income (loss)	$	27,075		$	(51,850)
Operating Statistics:
Revenue days		18,666			13,166
Average rig revenue per day	$	22,928		$	22,654
Average rig expense per day	$	14,086		$	15,612
Average rig margin per day	$	8,842		$	7,042
Rig utilization		59	%		42	%

The U.S. Land segment had operating income of $27.1 million for the second quarter of fiscal 2018 compared to an operating loss of $51.9 million in the same period of fiscal 2017. Revenues were $482.7 million and $331.0 million in the second quarter of fiscal 2018 and 2017, respectively. Included in U.S. land revenues for the three months ended March 31, 2018 and 2017 are reimbursements for “out-of-pocket” expenses of $54.8 million and $32.7 million, respectively. Also included in revenue for the three months ended March 31, 2018 is early termination revenue of $4.0 million compared to $6.0 million during the same period of fiscal 2017.

Excluding early termination per day revenue of $217 and $453 for the second quarter of fiscal 2018 and 2017, respectively, average rig revenue per day increased by $510 to $22,711 as spot market pricing continues to improve. Our activity has increased year-over-year primarily in response to higher commodity prices.

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U.S. land rig utilization increased to 59 percent for the second quarter of fiscal 2018 compared to 42 percent for the second quarter of fiscal 2017. U.S. land rig revenue days for the second quarter of fiscal 2018 were 18,666 compared with 13,166 for the same period of fiscal 2017, with an average of 207.4 and 146.3 rigs working, respectively.

Average expense per day decreased $1,526 to $14,086 for the second quarter of fiscal 2018 compared to the second quarter of fiscal 2017. The decrease is primarily due to lower start-up expenses incurred during the second fiscal quarter of 2018 as compared to the second fiscal quarter of 2017, as well as a smaller base of revenue days in the second quarter of fiscal 2017 over which to spread those start-up costs. Additionally, more rigs were idle in the second quarter of fiscal 2017 which resulted in greater fixed costs coupled with a smaller base of revenue days over which to spread those fixed costs.

Excluding abandonments, depreciation increased $3.2 million in the second quarter of fiscal 2018 compared to the second quarter of fiscal 2017. As the drilling markets continued to recover during 2017, we began abandoning older rig components that were replaced by upgrades to our rig fleet to meet customer demands for additional capabilities. This trend continued in fiscal 2018. This resulted in abandonments of $7.1 million in the three months ended March 31, 2018 compared to $18.3 million for the three months ended March 31, 2017.

At March 31, 2018, 213 out of 350 existing rigs in the U.S. Land segment were contracted. Of the 213 contracted rigs, 125 were under fixed term contracts and 88 were working in the spot market. As of April 26, 2018, 216 rigs were contracted in the segment. Based on prior early termination notices, early termination revenue is expected to be approximately $2.2 million during the third fiscal quarter of 2018.


	Three Months Ended March 31,
	2018			2017
	(in thousands, except days and per day amounts)
OFFSHORE OPERATIONS
Operating revenues	$	32,983		$	36,235
Direct operating expenses		23,595			26,023
General and administrative expense		1,106			902
Depreciation		2,833			3,398
Segment operating income	$	5,449		$	5,912
Operating Statistics:
Revenue days		450			595
Average rig revenue per day	$	33,583		$	36,006
Average rig expense per day	$	24,079		$	25,189
Average rig margin per day	$	9,504		$	10,817
Rig utilization		63	%		77	%

Offshore revenues include reimbursements for “out-of-pocket” expenses of $5.2 million and $6.1 million for the three months ended March 31, 2018 and 2017, respectively.

Average rig revenue per day, average rig margin per day and segment operating income decreased in the second quarter of fiscal 2018 compared to the second quarter of fiscal 2017 primarily due to a different mix of rigs operating at full dayrate and rigs on standby during the comparable periods. Revenue days declined during the second quarter of fiscal 2018 compared to fiscal 2017 due to the sale of a rig during the second quarter of fiscal 2017 and a rig working in the second quarter of fiscal 2017 that was idle during the second quarter of fiscal 2018. The idle rig is scheduled to return to work in the third quarter of fiscal 2018. While our activity and margins declined year-over-year, segment operating income benefited from lower depreciation expense.

At the end of March 31, 2018 and March 31, 2017, six of our available eight platform rigs were contracted.

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	Three Months Ended March 31,
	2018			2017
	(in thousands, except days and per day amounts)
INTERNATIONAL LAND OPERATIONS
Operating revenues	$	52,459		$	34,757
Direct operating expenses		39,249			32,181
General and administrative expense		832			920
Depreciation		13,073			12,633
Segment operating loss	$	(695)		$	(10,977)
Operating Statistics:
Revenue days		1,530			870
Average rig revenue per day	$	32,796		$	37,340
Average rig expense per day	$	24,263		$	33,649
Average rig margin per day	$	8,533		$	3,691
Rig utilization		45	%		25	%

The International Land segment had an operating loss of $0.7 million for the second quarter of fiscal 2018 compared to an operating loss of $11.0 million in the same period of fiscal 2017. Included in International land revenues for the three months ended March 31, 2018 and 2017 are reimbursements for “out-of-pocket” expenses of $2.3 million in each period.

Average rig margin per day increased $4,842 to $8,533 primarily due to increased activity which resulted in fixed costs being spread over a greater number of revenue days. Our activity has increased year-over-year primarily in response to higher commodity prices. The average number of active rigs was 17.0 during the second quarter of fiscal 2018 compared to 9.7 during the second quarter of fiscal 2017.

RESEARCH AND DEVELOPMENT

For the three months ended March 31, 2018 and 2017, we incurred $4.4 million and $2.7 million, respectively, of research and development expenses primarily related to ongoing development of a rotary steerable system.

OTHER

General and administrative expenses increased to $48.3 million in the three months ended March 31, 2018 compared to $33.5 million in the three months ended March 31, 2017. The $14.8 million increase in fiscal 2018 is primarily attributable to additions in employee count during fiscal 2018 and the second half of fiscal 2017 and the acquisition of two companies since March 31, 2017. This has resulted in an increase in employee compensation, including taxes and benefits and stock-based compensation, compared to the same period in 2017.

We had an income tax benefit of $3.9 million in the second quarter of fiscal 2018 (of which approximately $1.4 million is attributed to the estimated re-measurement of our net deferred tax liability due to the enactment of the Tax Cuts and Jobs Act) compared to an income tax benefit of $21.8 million in the second quarter of fiscal 2017. Our blended statutory federal income tax rate for fiscal 2018 is approximately 24.5% (before incremental state and foreign taxes).

Six Months Ended March 31, 2018 vs. Six Months Ended March 31, 2017

We reported income from continuing operations of $499.0 million ($4.53 per diluted share) from operating revenues of $1.1 billion for the six months ended March 31, 2018 compared with a loss from continuing operations of $83.0 million ($0.77 loss per diluted share) from operating revenues of $773.9 million for the first six months of fiscal year 2017. Included in net income for the six months ended March 31, 2018 and 2017 are losses from discontinued operations of $10.8 million ($0.10 loss per diluted share) and $0.9 million ($0.01 loss per diluted share), respectively. Including discontinued operations, we recorded net income of $488.2 million ($4.43 per diluted share) for the six months ended March 31, 2018 compared to a net loss of $83.9 million ($0.78 loss per diluted share) for the six months ended March 31, 2017. Income from continuing operations for the six months ended March 31, 2018 includes a $501.8 million tax benefit due to lower tax rates as a result of the Tax Cuts and Jobs Act legislation enacted December 22, 2017. Income from continuing operations for the six months ended March 31, 2018 includes approximately $8.0 million ($0.07 per

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diluted share) of after-tax gains from the sale of assets. The net loss for the six months ended March 31, 2017 inclues approximately $10.6 million ($0.10 per diluted share) of after-tax gains from the sale of assets.

The following tables summarize operations by reportable operating segment for the six months ended March 31, 2018 and 2017. Operating statistics in the tables exclude the effects of offshore platform and international management contracts, and do not include reimbursements of “out-of-pocket” expenses in revenue, expense and margin per day calculations. Per day calculations also exclude gains and losses from translation of foreign currency transactions. Segment operating income is described in detail in Note 12 to the Consolidated Condensed Financial Statements.


	Six Months Ended March 31,
	2018			2017
	(in thousands, except days and per day amounts)
U.S. LAND OPERATIONS
Operating revenues	$	944,369		$	594,603
Direct operating expenses		616,752			408,855
General and administrative expense		28,004			24,215
Depreciation		247,793			244,271
Segment operating income (loss)	$	51,820		$	(82,738)
Operating Statistics:
Revenue days		37,028			22,950
Average rig revenue per day	$	22,666		$	23,564
Average rig expense per day	$	13,818		$	15,438
Average rig margin per day	$	8,848		$	8,126
Rig utilization		58	%		36	%

The U.S. Land segment had operating income of $51.8 million for the first six months of fiscal 2018 compared to an operating loss of $82.7 million in the same period of fiscal 2017. Revenues were $944.4 million and $594.6 million in the first six months of fiscal 2018 and 2017, respectively. Included in U.S. land revenues for the six months ended March 31, 2018 and 2017 are reimbursements for “out-of-pocket” expenses of $105.1 million and $53.8 million, respectively. Also included in revenue for the six months ended March 31, 2018 is early termination revenue of $8.3 million compared to $14.7 million during the same period of fiscal 2017.

Excluding early termination per day revenue of $225 and $642 for the first six months of fiscal 2018 and 2017, respectively, average rig revenue per day decreased by $481 to $22,441. The favorable impact of improving spot pricing was more than offset by long term contracts ending that were priced years ago during strong markets. Our activity has increased year-over-year primarily in response to higher commodity prices.

Rig utilization in our U.S. Land segment increased to 58 percent for the first six months of fiscal 2018 compared to 36 percent for the first six months of fiscal 2017. U.S. land rig revenue days for the first six months of fiscal 2018 were 37,028 compared with 22,950 for the same period of fiscal 2017, with an average of 203.5 and 126.1 rigs working, respectively.

Average expense per day decreased $1,620 to $13,818 for the six months ended March 31, 2018 compared to the same period ended March 31, 2017. The decrease is primarily due to lower start-up expenses incurred during fiscal 2018 as compared to fiscal 2017, as well as a smaller base of revenue days in fiscal 2017 over which to spread those start-up costs. During fiscal 2017, we incurred more start-up expenses related to rigs returning to work during the year and for rigs that commenced work in April 2017 compared to start-up expenses incurred in the first six months of fiscal 2018. Additionally, more rigs were idle in the first half of fiscal 2017 which resulted in greater fixed costs coupled with a smaller base of revenue days over which to spread those fixed costs.

Excluding abandonments, depreciation increased by $8.4 million in the first six months of fiscal 2018 compared to the first six months of fiscal 2017. The increase is primarily due to capital expenditures in the previous fiscal year. As the drilling markets continued to recover during 2017, we began abandoning older rig components that were replaced by

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upgrades to our rig fleet to meet customer demands for additional capabilities. This resulted in abandonments of $14.3 million for the six months ended March 31, 2018 compared to $19.1 million for the six months ended March 31, 2017.


	Six Months Ended March 31,
	2018			2017
	(in thousands, except days and per day amounts)
OFFSHORE OPERATIONS
Operating revenues	$	66,349		$	70,047
Direct operating expenses		44,717			48,868
General and administrative expense		2,271			1,818
Depreciation		5,187			6,665
Segment operating income	$	14,174		$	12,696
Operating Statistics:
Revenue days		910			1,239
Average rig revenue per day	$	34,692		$	33,569
Average rig expense per day	$	23,737		$	22,929
Average rig margin per day	$	10,955		$	10,640
Rig utilization		63	%		77	%

Offshore revenues include reimbursements for “out-of-pocket” expenses of $9.3 million and $10.5 million for the first six months ended March 31, 2018 and 2017, respectively.

Average rig revenue per day, average rig margin per day and segment operating income increased in the first six months of fiscal 2018 compared to the first six months of fiscal 2017 primarily due to a greater proportion of rigs performing drilling operations at full operating dayrates compared to rigs contracted a lower standby rates. Revenue days declined during the first six months of fiscal 2018 compared to the first six months of fiscal 2017 due to the sale of a rig during the second quarter of fiscal 2017 and a rig working in the first six months of fiscal 2017 that was idle during the first six months of fiscal 2018. The idle rig is scheduled to return to work in the third quarter of fiscal 2018.

At the end of March 31, 2018 and March 31, 2017, six of our available eight platform rigs were contracted.


	Six Months Ended March 31,
	2018			2017
	(in thousands, except days and per day amounts)
INTERNATIONAL LAND OPERATIONS
Operating revenues	$	115,673		$	102,788
Direct operating expenses		85,986			85,531
General and administrative expense		1,964			1,589
Depreciation		24,884			25,820
Segment operating income (loss)	$	2,839		$	(10,152)
Operating Statistics:
Revenue days		3,117			2,027
Average rig revenue per day	$	35,465		$	47,923
Average rig expense per day	$	25,497		$	38,936
Average rig margin per day	$	9,968		$	8,987
Rig utilization		45	%		29	%

The International Land segment had an operating income of $2.8 million for the first six months of fiscal 2018 compared to an operating loss of $10.2 million in the same period of fiscal 2017. Included in International land revenues for the six

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months ended March 31, 2018 and 2017 are reimbursements for “out-of-pocket” expenses of $5.1 million and $5.6 million, respectively. Also included is $4.7 million of early termination revenue during the six months ended March 31, 2017.

Excluding early termination per day revenue of $2,332 in the first six months of fiscal 2017, average rig margin per day increased $3,313 to $9,968. Our activity has increased year-over-year primarily in response to higher commodity prices. During the first six months of fiscal 2018, the average number of active rigs was 17.1 compared to 11.1 rigs in the first six months of fiscal 2017.

RESEARCH AND DEVELOPMENT

For the six months ended March 31, 2018 and 2017, we incurred $7.7 million and $5.5 million, respectively, of research and development expenses primarily related to ongoing development of a rotary steerable system.

OTHER

General and administrative expenses increased to $94.9 million in the six months ended March 31, 2018 compared to $67.8 million in the six months ended March 31, 2017. The $27.1 million increase in fiscal 2018 is primarily attributable to additions in employee count during fiscal 2018 and the second half of fiscal 2017 and the acquisition of two companies since March 31, 2017. This has resulted in an increase in employee compensation, including taxes and benefits and stock-based compensation, compared to the same period in 2017.

We had an income tax benefit of $504.6 million in the first six months of fiscal 2018 (of which approximately $501.8 million is attributed to the estimated re-measurement of our net deferred tax liability due to the enactment of the Tax Cuts and Jobs Act) compared to an income tax benefit of $40.1 million in the first six months of fiscal 2017. Our blended statutory federal income tax rate for fiscal 2018 is approximately 24.5% (before incremental state and foreign taxes).

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Cash and cash equivalents decreased to $334.8 million at March 31, 2018 from $521.4 million at September 30, 2017. The following table provides a summary of cash flows:


	Six Months Ended
	March 31,
	2018		2017
				As adjusted
	(in thousands)
Net cash provided (used) by:

Operating activities	$	196,994	$	150,278
Investing activities		(226,026)		(165,743)
Financing activities		(157,579)		(148,350)
Decrease in cash and cash equivalents	$	(186,611)	$	(163,815)

Operating activities

Cash flows from operating activities were approximately $197.0 million for the six months ended March 31, 2018 compared to approximately $150.3 million for the same period ended March 31, 2017. The increase was primarily driven by increases in activity and rig margins. As the Company experienced increasing activity and revenue levels, changes in working capital, especially in accounts receivable, had an unfavorable impact on net cash provided by operating activities during both periods.

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Investing activities

Capital expenditures during the six months ended March 31, 2018 were $191.2 million compared to $175.3 million during the six months ended March 31, 2017. During fiscal 2018, we paid $47.9 million, net of cash acquired, for Magnetic Variation Services, LLC, a drilling technology company.

Financing activities

Cash used in financing activities for the first six months of fiscal 2018 was comprised primarily of dividends paid of $153.4 million.

Other Liquidity

Our operating cash requirements, interest payments, dividend payments, any stock repurchases and estimated capital expenditures, including our rig upgrade construction program, for fiscal 2018 are expected to be funded through cash and cash provided from operating activities. However, there can be no assurance that we will in all instances generate sufficient cash flows from operating activities to meet all of our anticipated expenditures. If needed, we may decide to obtain additional funding from our $300 million revolving credit facility, which does not mature until July 13, 2021. As mentioned in Note 9, we had $260.7 million available to borrow under this revolving credit facility as of March 31, 2018. In addition, we have access as needed to the public debt markets as a result of the strength of our Balance Sheet and our investment grade credit ratings. Our indebtedness totaled $493.4 million at March 31, 2018, however, the debt does not mature until March 19, 2025. For additional information regarding debt agreements, refer to Note 9 of the Consolidated Condensed Financial Statements.

Backlog

Our contract drilling backlog, being the expected future revenue from both executed contracts with original terms in excess of one year and binding letters of intent for contracts of similar duration, as of March 31, 2018 and September 30, 2017 was $1.3 billion. Approximately 61.3 percent of the March 31, 2018 backlog is not reasonably expected to be filled in fiscal 2018. Included in backlog at March 31, 2018 and September 30, 2017, is early termination revenue of approximately $6.2 million and $14.7 million, respectively, that is expected to be recognized after the periods presented in which early termination notice was received prior to the end of the period.

The following table sets forth the total backlog by reportable segment as of March 31, 2018 and September 30, 2017, and the percentage of the March 31, 2018 backlog not reasonably expected to be filled in fiscal 2018:



	Total Backlog
	Revenue
	March 31,		September 30,		Percentage Not Reasonably
Reportable Segment	2018		2017		Expected to be Filled in Fiscal 2018
	(in billions)
U.S. Land	$	1.0	$	0.9	58.3	%
Offshore		—		—	—	%
International		0.3		0.4	73.4	%
	$	1.3	$	1.3

Fixed-term contracts customarily provide for termination at the election of the customer, with an early termination payment to be paid to us if a contract is terminated prior to the expiration of the fixed term. However, in some limited circumstances, such as sustained unacceptable performance by us, no early termination payment would be paid to us. Also, our customers may be unable to perform their contractual obligations. Accordingly, the actual amount of revenue earned may vary from the backlog reported. See the risk factors under “Item 1A. Risk Factors” of our 2017 Annual Report on Form 10-K filed with the Securities and Exchange Commission, regarding fixed term contract risk.

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Capital Resources

With continuing improvements in market conditions, our capital spending for fiscal 2018 is estimated to be in the range of approximately $400 million to $450 million. The actual spending level may vary depending primarily on actual maintenance capital requirements and market driven special projects related to the future enhancement of our existing fleet. Capital expenditures were $191.2 million and $175.3 million for the first six months of fiscal 2018 and 2017, respectively. During fiscal 2018, we continued to upgrade existing rigs to meet customer demands for additional capabilities.

There were no other significant changes in our financial position since September 30, 2017.

MATERIAL COMMITMENTS

Material commitments as reported in our 2017 Annual Report on Form 10-K have not changed significantly at March 31, 2018.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our accounting policies and estimates that are critical or the most important to understand our financial condition and results of operations, and that require management to make the most difficult judgments, are described in our 2017 Annual Report on Form 10-K. There have been no material changes in these critical accounting policies and estimates.

RECENTLY ISSUED ACCOUNTING STANDARDS

See Note 1 and Note 16 of these Consolidated Condensed Financial Statements for recently adopted accounting standards and new accounting standards not yet adopted.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For a description of our market risks, see

Note 5 to the Consolidated Condensed Financial Statements contained in Item 1 of Part I hereof with regard to equity price risk which is incorporated herein by reference;

“Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in our 2017 Annual Report on Form 10-K filed with the Securities and Exchange Commission on November 22, 2017;

Note 9 to the Consolidated Condensed Financial Statements contained in Item 1 of Part I hereof with regard to interest rate risk which is incorporated herein by reference;

Note 15 to the Consolidated Condensed Financial Statements contained in Item 1 of Part I hereof with regard to foreign currency exchange rate risk which is incorporated herein by reference; and

Risk Factors in Item 1A of Part II hereof with regard to commodity foreign currency exchange risk which is incorporated herein by reference.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, an evaluation was performed with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on that evaluation, our management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of March 31, 2018 at ensuring that information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. There have been no changes in our internal controls over financial reporting that occurred during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Investigation by the U.S. Attorney. On November 8, 2013, the United States District Court for the Eastern District of Louisiana approved the previously disclosed October 30, 2013 plea agreement between our wholly owned subsidiary, Helmerich & Payne International Drilling Co. (“HPIDC”), and the United States Department of Justice, United States Attorney’s Office for the Eastern District of Louisiana (“DOJ”). The court’s approval of the plea agreement resolved the DOJ’s investigation into certain choke manifold testing irregularities that occurred in 2010 at one of HPIDC’s offshore platform rigs in the Gulf of Mexico. We also engaged in discussions with the Inspector General’s office of the Department of the Interior (“DOI”) regarding the same events that were the subject of the DOJ’s investigation. Although we do not presently anticipate any further action by the DOI in this matter, we can provide no assurance as to the timing or eventual outcome of the DOI’s consideration of the matter.

Venezuela Expropriation. Our wholly-owned subsidiaries, 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. We are seeking damages for the taking of our Venezuelan drilling business in violation of international law and for breach of contract. While there exists the possibility of realizing a recovery, we are currently unable to determine the timing or amounts we may receive, if any, or the likelihood of recovery.

ITEM 1A. RISK FACTORS

Our business depends on the level of activity in the oil and natural gas industry, which is significantly impacted by the volatility of oil and natural gas prices and other factors.

Our business depends on the conditions of the land and offshore oil and natural gas industry. Demand for our services depends on oil and natural gas industry exploration and production activity and expenditure levels, which are directly

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affected by trends in oil and natural gas prices. Oil and natural gas prices, and market expectations regarding potential changes to these prices, significantly affect oil and natural gas industry activity.

We are subject to the political, economic and social instability risks and local laws associated with doing business in certain foreign countries.

We currently have operations in South America and the Middle East. In the future, we may further expand the geographic reach of our operations. As a result, we are exposed to certain political, economic and other uncertainties not encountered in U.S. operations, including increased risks of social unrest, strikes, terrorism, war, kidnapping of employees, nationalization, forced negotiation or modification of contracts, difficulty resolving disputes and enforcing contract provisions, expropriation of equipment as well as expropriation of oil and gas exploration and drilling rights, taxation policies, foreign exchange restrictions and restrictions on repatriation of income and capital, currency rate fluctuations, increased governmental ownership and regulation of the economy and industry in the markets in which we operate, economic and financial instability of national oil companies, and restrictive governmental regulation, bureaucratic delays and general hazards associated with foreign sovereignty over certain areas in which operations are conducted.

In December 2015, the Argentine peso experienced a sharp devaluation resulting in an aggregate foreign currency loss of $8.5 million for the three months ended December 31, 2015. Subsequent to the devaluation, the Argentine peso stabilized and the Argentine Foreign Exchange Market controls now place fewer restrictions on repatriating U.S. dollars. These changes have reduced our current foreign currency exchange rate risk in Argentina. For the six months ended March 31, 2018 and 2017, we experienced aggregate foreign currency losses of $1.4 million and $2.0 million, respectively. However, in the future, we may incur larger currency devaluations, foreign exchange restrictions or other difficulties repatriating U.S. dollars in Argentina or elsewhere which could have a material adverse impact on our business, financial condition and results of operations.

Additionally, there can be no assurance that there will not be changes in local laws, regulations and administrative requirements or the interpretation thereof which could have a material adverse effect on the profitability of our operations or on our ability to continue operations in certain areas. Because of the impact of local laws, our future operations in certain areas may be conducted through entities in which local citizens own interests and through entities (including joint ventures) in which we hold only a minority interest or pursuant to arrangements under which we conduct operations under contract to local entities. While we believe that neither operating through such entities nor pursuant to such arrangements would have a material adverse effect on our operations or revenues, there can be no assurance that we will in all cases be able to structure or restructure our operations to conform to local law (or the administration thereof) on terms we find acceptable.

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generated from the international contract drilling business. During the six months ended March 31, 2018, approximately 95.8 percent of the international operating revenues were from operations in South America. Substantially all of the South American operating revenues were from Argentina and Colombia. The future occurrence of one or more international events arising from the types of risks described above could have a material adverse impact on our business, financial condition and results of operation.

Other risk factors

Reference is made to the risk factors pertaining to the Company’s securities portfolio and current backlog of contract drilling revenue in Item 1A of Part 1 of the Company’s Form 10-K for the year ended September 30, 2017. In order to update these risk factors for developments that have occurred during the first six months of fiscal 2018, the risk factors are hereby amended and updated by reference to, and incorporation herein of Note 5 to the Consolidated Condensed Financial Statements contained in Item 1 of Part I hereof (regarding our securities portfolio) and Liquidity and Capital Resources — Backlog contained in Item 2 of Part I hereof.

Except as discussed above for the six months ended March 31, 2018, there have been no material changes to the risk factors disclosed in Item 1A of Part 1 in our Form 10-K.

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ITEM 6. EXHIBITS

The following documents are included as exhibits to this Form 10-Q. Those exhibits below that are incorporated herein by reference are indicated as such by the information supplied in the parenthetical thereafter. If no parenthetical appears after an exhibit, the exhibit is filed or furnished herewith.


Exhibit
Number		Description

31.1		Certification of Chief Executive Officer, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		Financial statements from the quarterly report on Form 10-Q of Helmerich & Payne, Inc. for the quarter ended March 31, 2018, filed on May 4, 2018, formatted in Extensive Business Reporting Language (XBRL): (i) the Consolidated Condensed Statements of Operations, (ii) the Consolidated Condensed Statements of Comprehensive Income (Loss), (iii) the Consolidated Condensed Balance Sheets, (iv) the Consolidated Condensed Statement of Shareholders’ Equity, (v) the Consolidated Condensed Statements of Cash Flows and (vi) the Notes to Consolidated Condensed Financial Statements.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		HELMERICH & PAYNE, INC.
		(Registrant)


Date:	May 4, 2018	By:	/S/ JOHN W. LINDSAY
			John W. Lindsay, Chief Executive Officer


Date:	May 4, 2018	By:	/S/ JUAN PABLO TARDIO
			Juan Pablo Tardio, Chief Financial Officer
			(Principal Financial Officer)