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Table of Contents
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: June 30, 2021
OR
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
HP-20210630_G1.JPG
HELMERICH & PAYNE, INC.
(Exact name of registrant as specified in its charter)
Delaware 73-0679879
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

1437 South Boulder Avenue, Suite 1400, Tulsa, Oklahoma, 74119
(Address of principal executive offices) (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)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol(s) Name of each exchange on which registered
Common Stock ($0.10 par value) HP New York Stock Exchange
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 every Interactive Data File required to be submitted 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 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
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 July 20, 2021
Common Stock, $0.10 par value 107,898,782


Table of Contents
HELMERICH & PAYNE, INC.
INDEX TO FORM 10-Q
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Table of Contents
PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
HELMERICH & PAYNE, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
June 30, September 30,
(in thousands except share data and share amounts) 2021 2020
Assets
Current Assets:
Cash and cash equivalents $ 370,553  $ 487,884 
Short-term investments 187,256  89,335 
Accounts receivable, net of allowance of $1,885 and $1,820, respectively
233,632  192,623 
Inventories of materials and supplies, net 90,537  104,180 
Prepaid expenses and other, net 91,477  89,305 
Assets held-for-sale 10,088  — 
Total current assets 983,543  963,327 
Investments 36,886  31,585 
Property, plant and equipment, net 3,281,082  3,646,341 
Other Noncurrent Assets:
Goodwill 45,653  45,653 
Intangible assets, net 75,634  81,027 
Operating lease right-of-use asset 53,116  44,583 
Other assets, net 19,371  17,105 
Total other noncurrent assets 193,774  188,368 
Total assets $ 4,495,285  $ 4,829,621 
Liabilities and Shareholders’ Equity
Current Liabilities:
Accounts payable $ 64,193  $ 36,468 
Dividends payable 27,324  27,226 
Accrued liabilities 173,784  155,442 
Total current liabilities 265,301  219,136 
Noncurrent Liabilities:
Long-term debt, net 481,002  480,727 
Deferred income taxes 584,633  650,675 
Other 154,049  147,180 
Noncurrent liabilities - discontinued operations 2,393  13,389 
Total noncurrent liabilities 1,222,077  1,291,971 
Commitments and Contingencies (Note 13)
Shareholders' Equity:
Common stock, $.10 par value, 160,000,000 shares authorized, 112,222,865 and 112,151,563 shares issued as of June 30, 2021 and September 30, 2020, respectively, and 107,898,782 and 107,488,242 shares outstanding as of June 30, 2021 and September 30, 2020, respectively
11,222  11,215 
Preferred stock, no par value, 1,000,000 shares authorized, no shares issued
—  — 
Additional paid-in capital 523,281  521,628 
Retained earnings 2,679,859  3,010,012 
Accumulated other comprehensive loss (24,814) (26,188)
Treasury stock, at cost, 4,324,083 shares and 4,663,321 shares as of June 30, 2021 and September 30, 2020, respectively
(181,641) (198,153)
Total shareholders’ equity 3,007,907  3,318,514 
Total liabilities and shareholders' equity $ 4,495,285  $ 4,829,621 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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HELMERICH & PAYNE, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
Three Months Ended
June 30,
Nine Months Ended
June 30,
(in thousands, except per share amounts) 2021 2020 2021 2020
Operating revenues
Drilling services $ 329,774  $ 314,405  $ 868,581  $ 1,556,093 
Other 2,439  2,959  6,180  9,567 
332,213  317,364  874,761  1,565,660 
Operating costs and expenses
Drilling services operating expenses, excluding depreciation and amortization 255,471  205,198  684,473  1,022,270 
Other operating expenses 1,481  1,549  4,117  4,286 
Depreciation and amortization 104,493  110,161  317,771  372,298 
Research and development 5,610  3,638  16,527  16,730 
Selling, general and administrative 41,719  43,108  120,371  134,894 
Asset impairment charge 2,130  —  56,414  563,234 
Restructuring charges 2,110  15,495  3,856  15,495 
(Gain) loss on sale of assets (3,434) (4,201) 2,745  (18,790)
409,580  374,948  1,206,274  2,110,417 
Operating loss from continuing operations (77,367) (57,584) (331,513) (544,757)
Other income (expense)
Interest and dividend income 1,527  771  8,225  6,551 
Interest expense (5,963) (6,125) (17,861) (18,320)
Gain (loss) on investment securities 2,409  2,267  7,853  (7,325)
Gain on sale of subsidiary —  —  —  14,963 
Other (970) (2,914) (3,027) (3,711)
(2,997) (6,001) (4,810) (7,842)
Loss from continuing operations before income taxes (80,364) (63,585) (336,323) (552,599)
Income tax benefit (23,659) (17,578) (78,398) (116,853)
Loss from continuing operations (56,705) (46,007) (257,925) (435,746)
Income from discontinued operations before income taxes 1,150  9,151  10,936  22,675 
Income tax provision —  8,743  —  22,463 
Income from discontinued operations 1,150  408  10,936  212 
Net loss $ (55,555) $ (45,599) $ (246,989) $ (435,534)
Basic earnings (loss) per common share:
Loss from continuing operations $ (0.53) $ (0.43) $ (2.40) $ (4.05)
Income from discontinued operations 0.01  —  0.10  — 
Net loss $ (0.52) $ (0.43) $ (2.30) $ (4.05)
Diluted earnings (loss) per common share:
Loss from continuing operations $ (0.53) $ (0.43) $ (2.40) $ (4.05)
Income from discontinued operations 0.01  —  0.10  — 
Net loss $ (0.52) $ (0.43) $ (2.30) $ (4.05)
Weighted average shares outstanding:
Basic 107,896  107,439  107,790  108,185 
Diluted 107,896  107,439  107,790  108,185 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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HELMERICH & PAYNE, INC.
Condensed Consolidated Statements of Comprehensive Loss
(Unaudited)
Three Months Ended
June 30,
Nine Months Ended
June 30,
(in thousands) 2021 2020 2021 2020
Net loss $ (55,555) $ (45,599) $ (246,989) $ (435,534)
Other comprehensive income, net of income taxes:
Minimum pension liability adjustments, net of income taxes of $(0.2) million and $(0.5) million for the three and nine months ended June 30, 2021, respectively, and $(0.3) million and $(0.6) million for the three and nine months ended June 30, 2020, respectively
460  521  1,374  1,553 
Other comprehensive income 460  521  1,374  1,553 
Comprehensive loss $ (55,095) $ (45,078) $ (245,615) $ (433,981)
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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HELMERICH & PAYNE, INC.
Condensed Consolidated Statements of Shareholders’ Equity
Three and Nine Months Ended June 30, 2021
(Unaudited)
(in thousands, except per share amounts) Common Stock Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury Stock
Shares Amount Shares Amount Total
Balance, September 30, 2020 112,151  $ 11,215  $ 521,628  $ 3,010,012  $ (26,188) 4,663  $ (198,153) $ 3,318,514 
Comprehensive income:
Net loss —  —  —  (70,431) —  —  —  (70,431)
Other comprehensive income —  —  —  —  457  —  —  457 
Dividends declared ($0.25 per share)
—  —  —  (27,324) —  —  —  (27,324)
Vesting of restricted stock awards, net of shares withheld for employee taxes 72  (16,742) —  —  (295) 14,618  (2,117)
Stock-based compensation —  —  7,451  —  —  —  —  7,451 
Cumulative effect adjustment for adoption of ASU No. 2016-13 —  —  —  (1,251) —  —  —  (1,251)
Other —  —  (381) —  —  —  —  (381)
Balance, December 31, 2020
112,223  $ 11,222  $ 511,956  $ 2,911,006  $ (25,731) 4,368  $ (183,535) $ 3,224,918 
Comprehensive income:
Net loss —  —  —  (121,003) —  —  —  (121,003)
Other comprehensive income —  —  —  —  457  —  —  457 
Dividends declared ($0.25 per share)
—  —  —  (27,268) —  —  —  (27,268)
Vesting of restricted stock awards, net of shares withheld for employee taxes —  —  (1,678) —  —  (39) 1,678  — 
Stock-based compensation —  —  6,826  —  —  —  —  6,826 
Other —  —  (234) —  —  —  —  (234)
Balance, March 31, 2021 112,223  $ 11,222  $ 516,870  $ 2,762,735  $ (25,274) 4,329  $ (181,857) $ 3,083,696 
Comprehensive income:
Net loss —  —  —  (55,555) —  —  —  (55,555)
Other comprehensive income —  —  —  —  460  —  —  460 
Dividends declared ($0.25 per share)
—  —  —  (27,321) —  —  —  (27,321)
Vesting of restricted stock awards, net of shares withheld for employee taxes —  —  (257) —  —  (5) 216  (41)
Stock-based compensation —  —  6,963  —  —  —  —  6,963 
Other —  —  (295) —  —  —  —  (295)
Balance, June 30, 2021 112,223  $ 11,222  $ 523,281  $ 2,679,859  $ (24,814) 4,324  $ (181,641) $ 3,007,907 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
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HELMERICH & PAYNE, INC.
Condensed Consolidated Statements of Shareholders’ Equity
Three and Nine Months Ended June 30, 2020
(Unaudited)
(in thousands, except per share amounts) Common Stock Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Treasury Stock
Shares Amount Shares Amount Total
Balance, September 30, 2019 112,080  $ 11,208  $ 510,305  $ 3,714,307  $ (28,635) 3,642  $ (194,962) $ 4,012,223 
Comprehensive income:
Net income —  —  —  30,605  —  —  —  30,605 
Other comprehensive income —  —  —  —  516  —  —  516 
Dividends declared ($0.71 per share)
—  —  —  (78,652) —  —  —  (78,652)
Exercise of employee stock options, net of shares withheld for employee taxes —  —  (3,103) —  —  (110) 7,148  4,045 
Vesting of restricted stock awards, net of shares withheld for employee taxes 71  (18,126) —  —  (258) 14,718  (3,401)
Stock-based compensation —  —  10,201  —  —  —  —  10,201 
Balance, December 31, 2019
112,151  $ 11,215  $ 499,277  $ 3,666,260  $ (28,119) 3,274  $ (173,096) $ 3,975,537 
Comprehensive income:
Net income —  —  —  (420,540) —  —  —  (420,540)
Other comprehensive income —  —  —  —  516  —  —  516 
Dividends declared ($0.71 per share)
—  —  —  (76,754) —  —  —  (76,754)
Exercise of employee stock options, net of shares withheld for employee taxes —  —  (47) —  —  —  47  — 
Vesting of restricted stock awards, net of shares withheld for employee taxes —  —  (53) —  —  (1) 53  — 
Stock-based compensation —  —  10,751  —  —  —  —  10,751 
Share repurchases —  —  —  —  —  1,460  (28,504) (28,504)
Balance, March 31, 2020 112,151  $ 11,215  $ 509,928  $ 3,168,966  $ (27,603) 4,733  $ (201,500) $ 3,461,006 
Comprehensive income:
Net income —  —  —  (45,599) —  —  —  (45,599)
Other comprehensive income —  —  —  —  521  —  —  521 
Dividends declared ($0.25 per share)
—  —  —  (27,199) —  —  —  (27,199)
Vesting of restricted stock awards, net of shares withheld for employee taxes —  —  (2,879) —  —  (53) 2,583  (296)
Stock-based compensation —  —  7,624  —  —  —  —  7,624 
Balance, June 30, 2020
112,151  $ 11,215  $ 514,673  $ 3,096,168  $ (27,082) 4,680  $ (198,917) $ 3,396,057 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

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HELMERICH & PAYNE, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
Nine Months Ended June 30,
(in thousands) 2021 2020
Cash flows from operating activities:
Net loss $ (246,989) $ (435,534)
Adjustment for income from discontinued operations (10,936) (212)
Loss from continuing operations (257,925) (435,746)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization 317,771  372,298 
Asset impairment charge 56,414  563,234 
Amortization of debt discount and debt issuance costs 994  1,358 
Provision for credit loss 4,151 
Stock-based compensation 21,240  32,059 
(Gain) loss on investment securities (7,853) 7,325 
(Gain) loss on sale of assets 2,745  (18,790)
Gain on sale of subsidiary —  (14,963)
Deferred income tax benefit (66,102) (122,366)
Other 8,849  (1,580)
Change in assets and liabilities:
Accounts receivable (33,075) 189,280 
Inventories of materials and supplies 14,073  568 
Prepaid expenses and other (1,638) 3,051 
Other noncurrent assets (3,337) 5,343 
Accounts payable 24,908  (16,170)
Accrued liabilities 8,643  (118,178)
Other noncurrent liabilities 4,147  (4,583)
Net cash provided by operating activities from continuing operations 89,862  446,291 
Net cash used in operating activities from discontinued operations (41) (38)
Net cash provided by operating activities 89,821  446,253 
Cash flows from investing activities:
Capital expenditures (49,173) (120,960)
Purchase of investments (236,784) (78,303)
Proceeds from sale of investments 139,430  66,033 
Proceeds from sale of subsidiary —  15,056 
Proceeds from asset sales 26,775  31,200 
Other —  (50)
Net cash used in investing activities (119,752) (87,024)
Cash flows from financing activities:
Dividends paid (81,815) (233,124)
Proceeds from stock option exercises —  4,100 
Payments for employee taxes on net settlement of equity awards (2,160) (3,752)
Payment of contingent consideration from acquisition of business (250) (4,250)
Share repurchases —  (28,504)
Other (719) (446)
Net cash used in financing activities (84,944) (265,976)
Net increase (decrease) in cash and cash equivalents and restricted cash (114,875) 93,253 
Cash and cash equivalents and restricted cash, beginning of period 536,747  382,971 
Cash and cash equivalents and restricted cash, end of period $ 421,872  $ 476,224 
Supplemental disclosure of cash flow information:
Cash paid during the period:
Interest paid $ 11,642  $ 11,511 
Income tax paid (received), net (31,826) 43,629 
Cash paid for amounts included in the measurement of lease liabilities:
Payments for operating leases 13,353  13,945 
Non-cash operating and investing activities:
Changes in accounts payable and accrued liabilities related to purchases of property, plant and equipment (746) 2,251 
Changes in accounts receivable, property, plant and equipment and other noncurrent assets related to the sale of equipment 9,290  — 
Cumulative effect adjustment for adoption of ASU No. 2016-13 (1,251) — 
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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HELMERICH & PAYNE, INC.
Notes to Unaudited Condensed Consolidated Financial Statements
NOTE 1 NATURE OF OPERATIONS
Helmerich & Payne, Inc. (“H&P,” which, together with its subsidiaries, is identified as the “Company,” “we,” “us,” or “our,” except where stated or the context requires otherwise) through its operating subsidiaries provides performance-driven drilling solutions and technologies that are intended to make hydrocarbon recovery safer and more economical for oil and gas exploration and production companies.
Our drilling services operations are organized into the following reportable operating business segments: North America Solutions, Offshore Gulf of Mexico and International Solutions. Our real estate operations, our incubator program for new research and development projects and our wholly-owned captive insurance companies are included in "Other." Refer to Note 14—Business Segments and Geographic Information for further details on our reportable segments.
Our North America Solutions operations are primarily located in Colorado, Louisiana, New Mexico, North Dakota, Ohio, Oklahoma, Pennsylvania, Texas, Utah, West Virginia and Wyoming. Additionally, our Offshore Gulf of Mexico operations are conducted in Louisiana and in U.S. federal waters in the Gulf of Mexico and our International Solutions operations have rigs primarily located in four international locations: Argentina, Bahrain, Colombia and United Arab Emirates. 
We also own and operate limited commercial real estate properties. Our real estate investments, which are located exclusively within Tulsa, Oklahoma, include a shopping center and undeveloped real estate.
Fiscal Year 2020 Dispositions
In December 2019, we closed on the sale of a wholly-owned subsidiary of Helmerich & Payne International Drilling Co. ("HPIDC"), TerraVici Drilling Solutions, Inc. ("TerraVici"). As a result of the sale, 100% of TerraVici's outstanding capital stock was transferred to the purchaser in exchange for approximately $15.1 million, resulting in a total gain on the sale of TerraVici of approximately $15.0 million. Prior to the sale, TerraVici was a component of the North America Solutions operating segment. This transaction did not represent a strategic shift in our operations and will not have a significant effect on our operations and financial results going forward.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, RISKS AND UNCERTAINTIES
Interim Financial Information
The accompanying Unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “SEC”) pertaining to interim financial information. Accordingly, these interim financial statements do not include all information or footnote disclosures required by GAAP for complete financial statements and, therefore, should be read in conjunction with the Consolidated Financial Statements and notes thereto in our 2020 Annual Report on Form 10-K and other current filings with the SEC. In the opinion of management, all adjustments, consisting of those of a normal recurring nature, necessary to present fairly the results of the periods presented have been included. The results of operations for the interim periods presented may not necessarily be indicative of the results to be expected for the full year.
Principles of Consolidation
The unaudited condensed consolidated financial statements include the accounts of Helmerich & Payne, Inc. and its domestic and foreign subsidiaries. Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the fiscal year are included in the Unaudited Condensed Consolidated Statements of Operations and Statements of Comprehensive Loss from the date the Company gains control until the date when the Company ceases to control the subsidiary. All intercompany accounts and transactions have been eliminated in consolidation.
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COVID-19 and OPEC+ Production Impacts

The outbreak of a novel strain of coronavirus (“COVID-19”) and its development into a pandemic has resulted in significant global economic disruption, including North America and many of the other geographic areas where we operate, or where our customers are located, or suppliers or vendors operate. Actions taken to prevent the spread of COVID-19 by governmental authorities around the world, including imposing mandatory closures of all non-essential business facilities, seeking voluntary closures of such facilities and imposing restrictions on, or advisories with respect to, travel, business operations and public gatherings or interactions, have significantly reduced global economic activity, thereby resulting in lower demand for crude oil. In particular, the travel restrictions in certain countries where we operate, including the closure of their borders to travel into the country, have resulted in an inability to effectively staff or rotate personnel at, and thereby operate, certain of our rigs and could lead to an inability to fulfill our contractual obligations under contracts with customers. Governmental authorities have also implemented multi-step policies with the goal of reopening various sectors of the economy. However, certain jurisdictions began reopening only to return to restrictions in the face of increases in new COVID-19 cases, while other jurisdictions are continuing to reopen or have nearly completed the re-opening process despite increases in COVID-19 cases. Despite the increased availability of vaccines in certain jurisdictions, the COVID-19 outbreak may worsen during the upcoming months, including as a result of the emergence of more infectious strains of the virus, vaccine hesitancy or increased business and social activities, which may cause governmental authorities to reconsider restrictions on business and social activities. In the event governmental authorities increase restrictions, the reopening of the economy may be further curtailed. We have experienced, and expect to continue to experience, some disruptions to our business operations, as these restrictions have significantly impacted, and may continue to impact, many sectors of the economy. Depressed economic conditions exacerbated by COVID-19 restrictions in one foreign jurisdiction where we operate have led to an increase in community strikes which have resulted in periodic suspensions of our operations. In addition, the perceived risk of infection and health risk associated with COVID-19, and the illness of many individuals across the globe, has and will continue to alter behaviors of consumers and policies of companies around the world; such altered behaviors and policies have many of the same effects intended by governmental authorities to stop the spread of COVID-19, such as self-imposed or voluntary social distancing, quarantining, and remote work policies. We are complying with local governmental jurisdiction policies and procedures where our operations reside. In some cases, policies and procedures are more stringent in our foreign operations than in our North America operations.

In early March 2020, the increase in crude oil supply resulting from production escalations from the Organization of the Petroleum Exporting Countries and other oil producing nations (“OPEC+”) combined with a decrease in crude oil demand stemming from the global response and uncertainties surrounding the COVID-19 pandemic resulted in a sharp decline in crude oil prices. Consequently, we saw a significant decrease in customer 2020 capital budgets and a corresponding dramatic decline in the demand for land rigs. Although OPEC+ agreed in April 2020 to cut oil production, OPEC+ has been gradually reducing such cuts and in July 2021, agreed to further reduce such cuts on a monthly basis with a goal of phasing out all production cuts towards the end of 2022. There is no assurance that the most recent OPEC+ agreement will be observed by its parties and OPEC+ may change its agreement depending upon market conditions. Although crude oil prices have recovered since March 2020, oil and natural gas prices are expected to continue to be volatile as a result of near-term production instability, the ongoing COVID-19 outbreak, changes in oil and natural gas inventories, industry demand, global and national economic performance, and the actions of OPEC+.
These events have had, and could continue to have, an adverse impact on numerous aspects of our business, financial condition and results of operations. The ultimate extent of the impact of COVID-19 and prolonged excess oil supply on our business, financial condition and results of operations will depend largely on future developments, including the duration and spread of the COVID-19 outbreak within the United States and the parts of the world in which we operate and the related impact on the oil and gas industry, the impact of governmental actions designed to prevent the spread of COVID-19 and the development, availability and timely distribution of effective treatments and vaccines worldwide, all of which are highly uncertain and cannot be predicted with certainty at this time.

    From a financial perspective, we believe the Company is operationally and financially well positioned to continue as a going concern even through a more protracted disruption caused by COVID-19, oil oversupply and low oil prices. At June 30, 2021, the Company had cash and cash equivalents and short-term investments of $557.8 million. The 2018 Credit Facility (as defined within Note 6—Debt) has $750.0 million in aggregate availability with a maximum of $75.0 million available for use as letters of credit. As of June 30, 2021, there were no borrowings or letters of credit outstanding, leaving $750.0 million available to borrow under the 2018 Credit Facility. We currently do not anticipate the need to draw on the 2018 Credit Facility. Furthermore, the Company 2025 Notes (as defined within Note 6—Debt) do not mature until March 19, 2025. On April 16, 2021, lenders with $680.0 million of commitments under the 2018 Credit Facility exercised their option to extend the maturity of the 2018 Credit Facility from November 13, 2024 to November 12, 2025. Refer to Note 6—Debt for further details.
Leases
We lease various offices, warehouses, equipment and vehicles. Rental contracts are typically made for fixed periods of one to 15 years but may have extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.
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During the nine months ended June 30, 2021, we downsized and relocated our Houston assembly facility to a new location. Refer to Note 15—Restructuring Charges for additional details. As a result, during the second quarter of fiscal year 2021, we entered into a lease agreement for a new assembly facility located in Galena Park, Texas. This lease agreement commenced on January 1, 2021 and will expire on December 31, 2030; however, we have one renewal option for a minimum of five years and a maximum of 10 years, which was not recognized as part of our right-of-use assets and lease liabilities. This contract was accounted for as an operating lease resulting in an operating lease right-of-use asset and minimum lease liability of $16.4 million as of June 30, 2021.
Cash, Cash Equivalents, and Restricted Cash
Cash and cash equivalents include cash on hand, demand deposits with banks and all highly liquid investments with original maturities of three months or less.  Our cash, cash equivalents and short-term investments are subject to potential credit risk, and certain of our cash accounts carry balances greater than the federally insured limits.
We had restricted cash of $51.3 million and $50.0 million at June 30, 2021 and 2020, respectively, and $48.9 million and $35.0 million at September 30, 2020 and 2019, respectively. Of the total at June 30, 2021 and September 30, 2020, $1.5 million and $3.6 million, respectively, is related to the acquisition of drilling technology companies, $2.0 million as of both fiscal period ends is from the initial capitalization of the captive insurance companies, and $47.8 million and $43.1 million, respectively, represents an additional amount management has elected to restrict for the purpose of potential insurance claims in our wholly-owned captive insurance companies. The restricted amounts are primarily invested in short-term money market securities.
The cash, cash equivalents, and restricted cash are reflected within the following line items on the Unaudited Condensed Consolidated Balance Sheets:
June 30, September 30,
(in thousands) 2021 2020 2020 2019
Cash and cash equivalents $ 370,553  $ 426,245  $ 487,884  $ 347,943 
Restricted cash
Prepaid expenses and other, net 48,434  46,643  45,577  31,291 
Other assets, net 2,885  3,336  3,286  3,737 
Total cash, cash equivalents, and restricted cash $ 421,872  $ 476,224  $ 536,747  $ 382,971 
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Recently Issued Accounting Updates
Changes to U.S. GAAP are established by the Financial Accounting Standards Board ("FASB") in the form of Accounting Standards Updates ("ASUs") to the FASB Accounting Standards Codification ("ASC"). We consider the applicability and impact of all ASUs. ASUs not listed below were assessed and determined to be either not applicable, clarifications of ASUs listed below, immaterial, or already adopted by the Company.
The following table provides a brief description of recent accounting pronouncements and our analysis of the effects on our financial statements:
Standard
Description
Date of
Adoption
Effect on the Financial Statements or Other Significant Matters
Recently Adopted Accounting Pronouncements
ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) and related ASUs issued subsequent
This ASU introduces a new model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses. The new model will apply to: (1) loans, accounts receivable, trade receivables, and other financial assets measured at amortized cost, (2) loan commitments and certain other off-balance sheet credit exposures, (3) debt securities and other financial assets measured at fair value through other comprehensive income (loss), and (4) beneficial interests in securitized financial assets. This update is effective for annual periods beginning after December 15, 2019.    
October 1, 2020
We adopted this ASU during the first quarter of fiscal year 2021, as required. Refer to "—Allowance for Credit Losses" below for additional information.
Standards that are not yet adopted as of June 30, 2021
ASU No. 2018-14, Compensation – Retirement Benefits – Defined Benefit Plans—General (Topic 715-20): Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans
This ASU amends ASC 715 to add, remove, and clarify disclosure requirements related to defined benefit, pension and other postretirement plans. This update is effective for annual periods ending after December 15, 2020.
July 1, 2021
We plan to adopt this ASU, as required, during the fourth quarter of fiscal year 2021. We do not believe the adoption of this ASU will have a material effect on our consolidated financial statements and disclosures.
ASU No. 2019-12, Financial Instruments – Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes
This ASU simplifies the accounting for income taxes by removing certain exceptions related to Topic 740. The ASU also improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This update is effective for annual and interim periods beginning after December 15, 2020. Early adoption of the amendment is permitted, including adoption in any interim period for public entities for periods for which financial statements have not yet been issued. An entity that elects to early adopt the amendments in an interim period should reflect any adjustments as of the beginning of the annual period that includes that interim period. Additionally, an entity that elects early adoption must adopt all the amendments in the same period. Upon adoption, the amendments addressed in this ASU will be applied either prospectively, retrospectively or on a modified retrospective basis through a cumulative effect adjustment to retained earnings. This update is effective for annual periods beginning after December 15, 2020.    
October 1, 2021
We plan to adopt this ASU, as required, in the first quarter of fiscal year 2022. Although we are currently evaluating the impact the new guidance may have on our unaudited condensed consolidated financial statements and disclosures, we do not believe the adoption will have a material effect thereon.
Allowance for Credit Losses
On October 1, 2020, we adopted ASU 2016-13 on a modified retrospective basis through a cumulative-effect adjustment without restating comparative periods, as permitted under the adoption provisions. Upon adoption, we recognized a $1.6 million increase to our allowance for credit losses and a corresponding cumulative adjustment to reduce retained earnings, net of income taxes, of $1.3 million. This transition adjustment reflects the development of our models to estimate expected credit losses over the life of our financial assets, which primarily consist of our accounts receivable. Pursuant to ASU 2016-13, we have evaluated our customers’ financial strength and liquidity based on aging of accounts receivable, payment history, and other relevant information, including ratings agency, credit ratings and alerts, and publicly available reports.
12

Self-Insurance
Our wholly-owned insurance captive ("Captive") incurred direct operating costs consisting primarily of adjustments to accruals for estimated losses of $6.0 million and $1.1 million allocated to the Captive during the three months ended June 30, 2021 and 2020, respectively, and $8.8 million and $15.8 million for the nine months ended June 30, 2021 and 2020, respectively, and were recorded within drilling services operating expenses in our Unaudited Condensed Consolidated Statement of Operations. Intercompany premium revenues recorded by the Captive during the three months ended June 30, 2021 and 2020 amounted to $9.4 million and $10.4 million, respectively, and $25.2 million and $28.9 million during the nine months ended June 30, 2021 and 2020, respectively, which were eliminated upon consolidation. These intercompany insurance premiums are reflected as segment operating expenses within the North America Solutions, Offshore Gulf of Mexico, and International Solutions reportable operating segments and are reflected as intersegment sales within "Other."
International Solutions Drilling Risks
International Solutions drilling operations may significantly contribute to our revenues and net operating income (loss). There can be no assurance that we will be able to successfully conduct such operations, and a failure to do so may have an adverse effect on our financial position, results of operations, and cash flows. Also, the success of our International Solutions operations will be subject to numerous contingencies, some of which are beyond management’s control. These contingencies include general and regional economic conditions, fluctuations in currency exchange rates, modified exchange controls, changes in international regulatory requirements and international employment issues, risk of expropriation of real and personal property and the burden of complying with foreign laws. Additionally, in the event that extended labor strikes occur or a country experiences significant political, economic or social instability, we could experience shortages in labor and/or material and supplies necessary to operate some of our drilling rigs, thereby potentially causing an adverse material effect on our business, financial condition and results of operations.
We have also experienced certain risks related to our Argentine operations. In Argentina, while our dayrate is denominated in U.S. dollars, we are paid in Argentine pesos. The Argentine branch of one of our second-tier subsidiaries remits U.S. dollars to its U.S. parent by converting the Argentine pesos into U.S. dollars through the Argentine Foreign Exchange Market and repatriating the U.S. dollars. Argentina also has a history of implementing currency controls which restrict the conversion and repatriation of U.S. dollars, including controls that were implemented in September 2019. In September 2020, Argentina implemented additional currency controls in an effort to preserve Argentina's U.S. dollar reserves. As a result of these currency controls, our ability to remit funds from our Argentine subsidiary to its U.S. parent has been limited. In the past, the Argentine government has also instituted price controls on crude oil, diesel and gasoline prices and instituted an exchange rate freeze in connection with those prices. These price controls and an exchange rate freeze could be instituted again in the future. In addition, in March 2020, the Argentine government introduced labor regulations that prohibit employee dismissals or suspensions without just cause, for lack of (or reduction in) work or due to force majeure, subject to certain exceptions that may result in the payment of compensation to suspended employees and/or increased severance costs to the company. These prohibitions have resulted in significant challenges for our Argentine operations and it remains uncertain for how long they will be in effect. Further, there are additional concerns regarding Argentina's debt burden, notwithstanding Argentina's restructuring deal with international bondholders in August 2020, as Argentina attempts to manage its substantial sovereign debt issues. These concerns could further negatively impact Argentina's economy and adversely affect our Argentine operations. Argentina’s economy is considered highly inflationary, which is defined as cumulative inflation rates exceeding 100 percent in the most recent three-year period based on inflation data published by the respective governments. Nonetheless, all of our foreign subsidiaries use the U.S. dollar as the functional currency and local currency monetary assets and liabilities are remeasured into U.S. dollars with gains and losses resulting from foreign currency transactions included in current results of operations.
For the three and nine months ended June 30, 2021, we recorded aggregate foreign currency losses of $0.7 million and $4.9 million, respectively. Comparatively, for the three and nine months ended June 30, 2020, we recorded aggregate foreign currency losses of $3.2 million and $6.0 million, respectively. 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. As of June 30, 2021, our cash balance in Argentina was $19.6 million.
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.
13

Although we attempt to minimize the potential impact of such risks by operating in more than one geographical area, during both the three and nine months ended June 30, 2021, approximately 4.8 percent of our operating revenues was generated from international locations in our drilling business compared to 7.3 percent and 7.9 percent during the three and nine months ended June 30, 2020, respectively. During the three and nine months ended June 30, 2021, approximately 52.2 percent and 43.1 percent of operating revenues from international locations were from operations in South America, compared to 33.2 percent and 68.2 percent during the three and nine months ended June 30, 2020, respectively. 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.
NOTE 3 DISCONTINUED OPERATIONS
Noncurrent liabilities from discontinued operations consist of an uncertain tax liability related to the country of Venezuela. Expenses incurred for in-country obligations are reported as discontinued operations within our Unaudited Condensed Consolidated Statements of Operations. 
The activity for the three and nine months ended June 30, 2021 was primarily due to the remeasurement of an uncertain tax liability as a result of the devaluation of the Venezuela Bolivar.  Early in 2018, the Venezuelan government announced that it changed the existing dual-rate foreign currency exchange system by eliminating its heavily subsidized foreign exchange rate, which was 10 Bolivars per United States dollar, and relaunched an exchange system known as DICOM. The Venezuela government also established a new currency called the “Sovereign Bolivar,” which was determined by the elimination of five zeros from the old currency. The DICOM floating rate was approximately 3,220,598 Bolivars per United States dollar at June 30, 2021, compared to 436,677 and 204,418 Bolivars per United States dollar at September 30, 2020, and June 30, 2020, respectively. The DICOM floating rate might not reflect the barter market exchange rates.
NOTE 4 PROPERTY, PLANT AND EQUIPMENT 
Property, plant and equipment as of June 30, 2021 and September 30, 2020 consisted of the following:
(in thousands) Estimated Useful Lives June 30, 2021 September 30, 2020
Drilling services equipment
4 - 15 years
$ 6,456,608  $ 7,313,234 
Tubulars 4 years 602,689  615,281 
Real estate properties
10 - 45 years
43,358  43,389 
Other
2 - 23 years
464,571  464,704 
Construction in progress (1)
   47,844  49,592 
   7,615,070  8,486,200 
Accumulated depreciation    (4,333,988) (4,839,859)
Property, plant and equipment, net    $ 3,281,082  $ 3,646,341 
Assets held-for-sale $ 10,088  $ — 
(1)Included in construction in progress are costs for projects in progress to upgrade or refurbish certain rigs in our existing fleet.  Additionally, we include other capital maintenance purchase-orders that are open/in process.  As these various projects are completed, the costs are then classified to their appropriate useful life category.
Depreciation
Depreciation expense in the Unaudited Condensed Consolidated Statements of Operations was $102.7 million and $108.4 million, including $1.3 million and $0.9 million in abandonments, for the three months ended June 30, 2021 and 2020, respectively. Depreciation expense in the Unaudited Condensed Consolidated Statements of Operations was $312.4 million and $366.8 million, including $1.7 million and $2.6 million in abandonments for the nine months ended June 30, 2021 and 2020, respectively.
Assets Held-for-Sale
The following table summarizes the balance (in thousands) of our assets held-for-sale at the dates indicated below:
Balance at September 30, 2020 $ — 
Plus:
Asset additions 13,516 
Less:
Sale of assets held-for-sale (3,428)
Balance at June 30, 2021 $ 10,088 
14

In March 2021, the Company's leadership continued the execution of the current strategy, which was initially introduced in 2019, focusing on operating various types of highly capable upgraded rigs and phasing out the older, less capable fleet. As a result, the Company has undertaken a plan to sell 71 Domestic non-super-spec rigs, all within our North America Solutions segment, the majority of which were previously decommissioned, written down and/or held as capital spares. The book values of those assets were written down to their fair value less cost to sell of $13.5 million, and were reclassified as held-for-sale in the second and third quarter of fiscal year 2021. As a result, we recognized a non-cash impairment charge of $2.1 million and $56.4 million, during the three and nine months ended June 30, 2021, respectively,, in the Unaudited Condensed Consolidated Statement of Operations.
During the three months ended June 30, 2021, we completed the sale of assets with a net book value of $3.4 million that were classified as held-for-sale during the second quarter of fiscal year 2021.
The significant assumptions utilized in the valuation were based on our intended method of disposal, historical sales of similar assets, and market quotes and are classified as Level 2 and Level 3 inputs by ASC Topic 820, Fair Value Measurement and Disclosures. Although we believe the assumptions used in our analysis are reasonable and appropriate, different assumptions and estimates could materially impact the analysis and our resulting conclusion.
Impairments
During the three months ended March 31, 2020, several significant economic events took place that severely impacted the demand on drilling services, including the significant drop in crude oil prices caused by OPEC+'s price war coupled with a decrease in the demand due to the COVID-19 pandemic. To maintain a competitive edge in a challenging market, the Company’s management introduced a new strategy focused on operating various types of highly capable upgraded rigs and phasing out the older, less capable fleet. This resulted in grouping the super-spec rigs of our legacy Domestic FlexRig3 asset group with our FlexRig5 asset group, creating a new "Domestic super-spec FlexRig" asset group, while combining the legacy Domestic conventional asset group, FlexRig4 asset group and FlexRig3 non-super-spec rigs into one asset group (Domestic non-super- spec asset group). Given the low utilization, previously projected, for our Domestic non-super-spec asset group and all International asset groups, we considered these economic factors to be indicators that these asset groups may be impaired.
At March 31, 2020, we performed impairment testing on our Domestic non-super-spec and International conventional, FlexRig3, and FlexRig4 asset groups, which had an aggregate net book value of $605.8 million. We concluded that the net book value of each asset group was not recoverable through estimated undiscounted cash flows and recorded a non-cash impairment charge of $441.4 million in the Unaudited Condensed Consolidated Statement of Operations during the nine months ended June 30, 2020. Of the $441.4 million total impairment charge recorded, $292.4 million and $149.0 million was recorded in the North America Solutions and International Solutions segment, respectively. Impairment was measured as the amount by which the net book value of each asset group exceeds its fair value.
The Company also recorded an additional non-cash impairment charge related to in-progress drilling equipment and rotational inventory of $44.9 million and $38.6 million, respectively, which had aggregate book values of $68.4 million and $38.6 million, respectively, in the Unaudited Condensed Consolidated Statement of Operations during the nine months ended June 30, 2020. Of the $83.5 million total impairment charge recorded for in-progress drilling equipment and rotational inventory, $75.8 million and $7.7 million was recorded in the North America Solutions and International Solutions segment, respectively.
(Gain) Loss on Sale of Assets
We had a gain on sale of assets of $3.4 million and $4.2 million for the three months ended June 30, 2021 and 2020, respectively, a loss of $2.7 million and a gain of $18.8 million for the nine months ended June 30, 2021 and 2020, respectively. Of the total $3.4 million gain recognized during the three months ended June 30, 2021, $1.4 million was related to the sale of assets previously classified as held-for-sale on our Unaudited Condensed Consolidated Balance Sheets and the remaining $2.0 million was primarily related to customer reimbursement for the replacement value of drill pipe damaged or lost in drilling operations.
During the second quarter of fiscal year 2021, we sold excess drilling equipment and spares, which resulted in a net loss of $23.0 million for the nine months ended June 30, 2021. This loss was offset by various gains on asset sales related to customer reimbursement for the replacement value of drill pipe damaged or lost in drilling operations.
During the first quarter of fiscal year 2021, we closed on the sale of an offshore platform rig within our Offshore Gulf of Mexico operating segment for total consideration of $12.0 million with an aggregate net book value of $2.8 million, resulting in a gain of $9.2 million during the nine months ended June 30, 2021. Additionally, we recorded various gains on asset sales related to customer reimbursement for the replacement value of drill pipe damaged or lost in drilling operations.
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NOTE 5 GOODWILL AND INTANGIBLE ASSETS
Goodwill
Goodwill represents the excess of the purchase price over the fair values of the assets acquired and liabilities assumed in a business combination, at the date of acquisition. Goodwill is not amortized but is tested for potential impairment at the reporting unit level, at a minimum on an annual basis, or when indications of potential impairment exist. All of our goodwill is within our North America Solutions reportable segment. 
During the three and nine months ended June 30, 2021, we had no additions or impairments to goodwill. As of June 30, 2021 and September 30, 2020, the goodwill balance was $45.7 million.
Intangible Assets
Finite-lived intangible assets are amortized using the straight-line method over the period in which these assets contribute to our cash flows and are evaluated for impairment in accordance with our policies for valuation of long-lived assets.  All of our intangible assets are within our North America Solutions reportable segment. Intangible assets consist of the following:
  June 30, 2021 September 30, 2020
(in thousands) Weighted Average Estimated Useful Lives Gross
Carrying
Amount
Accumulated
Amortization
Net Gross
Carrying
Amount
Accumulated
Amortization
Net
Finite-lived intangible asset:            
Developed technology 15 years $ 89,096  $ 20,693  $ 68,403  $ 89,096  $ 16,222  $ 72,874 
Intellectual property 13 years 1,500  188  1,312  1,500  103  1,397 
Trade name 20 years 5,865  1,079  4,786  5,865  842  5,023 
Customer relationships 5 years 4,000  2,867  1,133  4,000  2,267  1,733 
$ 100,461  $ 24,827  $ 75,634  $ 100,461  $ 19,434  $ 81,027 
Amortization expense in the Unaudited Condensed Consolidated Statements of Operations was $1.8 million for both the three months ended June 30, 2021 and 2020, and $5.4 million and $5.5 million for the nine months ended June 30, 2021 and 2020, respectively. Amortization is estimated to be approximately $1.8 million for the remainder of fiscal year 2021, approximately $7.2 million for fiscal year 2022, approximately $6.5 million for fiscal year 2023, and approximately $6.4 million for fiscal years 2024 and 2025.
Impairments
During the three months ended March 31, 2020, due to the market conditions described in Note 4—Property, Plant and Equipment, we concluded that goodwill and intangible assets might be impaired and tested the H&P Technologies reporting unit, where the goodwill balance is allocated and the intangible assets are recorded, for recoverability. This resulted in a goodwill only non-cash impairment charge of $38.3 million recorded in asset impairment charge on the Unaudited Condensed Consolidated Statement of Operations during the nine months ended June 30, 2020.
NOTE 6 DEBT
We had the following unsecured long-term debt outstanding with maturities shown in the following table:
June 30, 2021 September 30, 2020
(in thousands) Face
Amount
Unamortized
Discount and Debt Issuance
Cost
Book
Value
Face
Amount
Unamortized
Discount and Debt Issuance
Cost
Book
Value
Unsecured senior notes:
Due March 19, 2025 $ 487,148  $ (6,146) $ 481,002  $ 487,148  $ (6,421) $ 480,727 
487,148  (6,146) 481,002  487,148  (6,421) 480,727 
Less long-term debt due within one year —  —  —  —  —  — 
Long-term debt $ 487,148  $ (6,146) $ 481,002  $ 487,148  $ (6,421) $ 480,727 
Senior Notes
On December 20, 2018, we issued approximately $487.1 million in aggregate principal amount of 4.65 percent unsecured senior notes due 2025 (the "Company 2025 Notes"). Interest on the Company 2025 Notes is payable semi-annually on March 15 and September 15 of each year, commencing March 15, 2019. The debt issuance costs are being amortized straight-line over the stated life of the obligation, which approximates the effective interest method.
16

Credit Facilities
On November 13, 2018, we entered into a credit agreement by and among the Company, as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto, which was amended on November 13, 2019, providing for an unsecured revolving credit facility (as amended, the “2018 Credit Facility”), that was set to mature on November 13, 2024. On April 16, 2021, lenders with $680.0 million of commitments under the 2018 Credit Facility exercised their option to extend the maturity of the 2018 Credit Facility from November 13, 2024 to November 12, 2025. No other terms of the 2018 Credit Facility were amended in connection with this extension. The remaining $70.0 million of commitments under the 2018 Credit Facility will expire on November 13, 2024, unless extended by the applicable lender before such date.
The 2018 Credit Facility has $750.0 million in aggregate availability with a maximum of $75.0 million available for use as letters of credit. As of June 30, 2021, there were no borrowings or letters of credit outstanding, leaving $750.0 million available to borrow under the 2018 Credit Facility. For a full description of the 2018 Credit Facility, see Note 8—Debt to the consolidated financial statements in our 2020 Annual Report on Form 10-K.
As of June 30, 2021, we had two separate outstanding letters of credit with banks, in the amounts of $24.8 million and $2.1 million.
As of June 30, 2021, we also had a $20.0 million unsecured standalone line of credit facility, for the purpose of obtaining the issuance of international letters of credit, bank guarantees, and performance bonds. Of the $20.0 million, $1.8 million of financial guarantees were outstanding as of June 30, 2021.
The applicable agreements for all unsecured debt contain additional terms, conditions and restrictions that we believe are usual and customary in unsecured debt arrangements for companies that are similar in size and credit quality.  At June 30, 2021, we were in compliance with all debt covenants.
NOTE 7 INCOME TAXES
We use an estimated annual effective tax rate for purposes of determining the income tax provision during interim reporting periods. In calculating our estimated annual effective tax rate, we consider forecasted annual pre-tax income and estimated permanent book versus tax differences. Adjustments to the effective tax rate and estimates will occur during the year as information and assumptions change which could include, but are not limited to, changes to forecasted amounts, estimates of permanent book versus tax differences, and changes to tax laws and rates.
Our income tax benefit from continuing operations for the three months ended June 30, 2021 and 2020 was $23.7 million and $17.6 million, respectively, resulting in effective tax rates of 29.4 percent and 27.6 percent, respectively. Our income tax benefit from continuing operations for the nine months ended June 30, 2021 and 2020 was $78.4 million and $116.9 million, respectively, resulting in effective tax rates of 23.3 percent and 21.1 percent, respectively. Effective tax rates differ from the U.S. federal statutory rate of 21.0 percent for the three and nine months ended June 30, 2021 and 2020 primarily due to state and foreign income taxes, permanent non-deductible items and discrete adjustments. Additionally, the effective tax rate for the three and nine months ended June 30, 2021 includes a federal tax benefit arising from the ability to carryback the projected fiscal year 2021 federal net operating loss to a year when the statutory rate was 35.0 percent. The discrete adjustments for the nine months ended June 30, 2021 and 2020 are primarily due to decreases in our deferred state income tax rate, return to provision adjustments, and equity compensation.
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 these increases or decreases to have a material effect on our results of continuing operations or financial position.
NOTE 8 SHAREHOLDERS’ EQUITY
The Company has an evergreen authorization from the Board of Directors for the repurchase of up to four million common shares in any calendar year. The repurchases may be made using our cash and cash equivalents or other available sources. During the nine months ended June 30, 2020, we purchased 1.5 million common shares at an aggregate cost of $28.5 million, which are held as treasury shares. There were no purchases of common shares during the nine months ended June 30, 2021.
A cash dividend of $0.25 per share was declared on March 3, 2021 for shareholders of record on May 17, 2021, and was paid on June 1, 2021. An additional cash dividend of $0.25 per share was declared on June 2, 2021 for shareholders of record on August 17, 2021, payable on August 31, 2021. As a result, we recorded a dividend payable of $27.3 million within dividends payable on our Unaudited Condensed Consolidated Balance Sheets as of June 30, 2021.
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Accumulated Other Comprehensive Loss
Components of accumulated other comprehensive loss were as follows:
(in thousands) June 30,
2021
September 30,
2020
Pre-tax amounts:    
Unrecognized net actuarial loss $ (32,153) $ (33,923)
$ (32,153) $ (33,923)
After-tax amounts:
Unrecognized net actuarial loss $ (24,814) $ (26,188)
$ (24,814) $ (26,188)
The following is a summary of the changes in accumulated other comprehensive loss, net of tax, related to the defined benefit pension plan for the three and nine months ended June 30, 2021:
(in thousands) Three Months Ended June 30, 2021 Nine Months Ended
June 30, 2021
Balance at beginning of period $ (25,274) $ (26,188)
Activity during the period
Amounts reclassified from accumulated other comprehensive loss 460  1,374 
Net current-period other comprehensive income 460  1,374 
Balance at June 30, 2021 $ (24,814) $ (24,814)
NOTE 9 REVENUE FROM CONTRACTS WITH CUSTOMERS
Drilling Services Revenue
The releases for rigs under term contracts result in early termination compensation owed to us, while releases for rigs under well-to-well contracts given outside the notification window provided for in the contract result in notification fees owed to us. During the three months ended June 30, 2021, we recognized no early termination revenue associated with term contracts compared to $49.5 million during the three months ended June 30, 2020. During the nine months ended June 30, 2021 and 2020, we recognized $7.7 million and $57.8 million, respectively, in early termination revenue. During the three and nine months ended June 30, 2021, we recognized no notification fee revenue. Comparatively, during the three and nine months ended June 30, 2020, we recognized $0.9 million and $3.0 million, in notification revenue, respectively.
With most drilling contracts, we also receive payments contractually designated for the mobilization and demobilization of drilling rigs and other equipment to and from the client’s drill site. Revenues associated with the mobilization and demobilization of our drilling rigs to and from the client’s drill site do not relate to a distinct good or service. These revenues are deferred and recognized ratably over the related contract term that drilling services are provided. For any contracts that include a provision for pooled term days at contract inception, followed by the assignment of days to specific rigs throughout the contract term, we have elected, as a practical expedient, to recognize revenue in the amount to which the entity has a right to invoice, as permitted by ASC 606.
Contract Costs
We had capitalized fulfillment costs of $3.6 million and $6.2 million as of June 30, 2021 and September 30, 2020, respectively.
Remaining Performance Obligations
The total aggregate transaction price allocated to the unsatisfied performance obligations, commonly referred to as backlog, as of June 30, 2021 was approximately $582.5 million, of which approximately $203.0 million is expected to be recognized during the remainder of fiscal year 2021, approximately $210.9 million during fiscal year 2022, and approximately $168.6 million during fiscal year 2023 and thereafter. These amounts do not include anticipated contract renewals or expected performance bonuses. Additionally, contracts that currently contain month-to-month terms are represented in our backlog as one month of unsatisfied performance obligations. Our contracts are subject to cancellation or modification at the election of the customer; however, due to the level of capital deployed by our customers on underlying projects, we have not been materially adversely affected by contract cancellations or modifications in the past. However, the impact of the COVID-19 pandemic is inherently uncertain, and, as a result, the Company is unable to reasonably estimate the duration and ultimate impacts of the pandemic, including the effect it may have on our contractual obligations with our customers.
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Contract Assets and Liabilities
The following tables summarize the balances of our contract assets and liabilities at the dates indicated below:
(in thousands) June 30, 2021 September 30, 2020
Contract assets $ 6,577  $ 2,367 
(in thousands) June 30, 2021
Contract liabilities balance at September 30, 2020 $ 8,636 
Payment received/accrued and deferred 19,748 
Revenue recognized during the period (21,630)
Contract liabilities balance at June 30, 2021 $ 6,754 
NOTE 10 STOCK-BASED COMPENSATION
A summary of compensation cost for stock-based payment arrangements recognized in drilling services operating expense, research and development expense and selling, general and administrative expense on our Unaudited Condensed Consolidated Statements of Operations is as follows:
Three Months Ended June 30, Nine Months Ended June 30,
(in thousands) 2021 2020 2021 2020
Stock-based compensation expense
Drilling services operating $ 1,362  $ 2,212  $ 4,654  $ 7,098 
Research and development 351  160  958  506 
Selling, general and administrative 5,250  8,736  15,628  24,454 
$ 6,963  $ 11,108  $ 21,240  $ 32,058 
Restricted Stock
A summary of the status of our restricted stock awards as of June 30, 2021 and changes in non-vested restricted stock outstanding during the nine months then ended is presented below:
(in thousands, except per share amounts)
Shares (1)
Weighted Average Grant Date Fair Value per Share
Non-vested restricted stock outstanding at September 30, 2020 1,280  $ 49.81 
Granted 698  25.60 
Vested (2)
(534) 51.79 
Forfeited (27) 35.49 
Non-vested restricted stock outstanding at June 30, 2021 1,417  $ 37.38 
(1)    Restricted stock shares include restricted phantom stock units under our Director Deferred Compensation Plan. These phantom stock units confer the economic benefits of owning company stock without the actual ownership, transfer or issuance of any shares. During the nine months ended June 30, 2021, 18,906 restricted phantom stock units were granted and 20,616 restricted phantom stock units vested during the same period.
(2)    The number of restricted stock awards vested includes shares that we withheld on behalf of our employees to satisfy the statutory tax withholding requirements.
Performance Units
A summary of the status of our performance-vested restricted share units (performance units) as of June 30, 2021 and changes in non-vested performance units outstanding during the nine months then ended is presented below:
(in thousands, except per share amounts) Performance Units Weighted Average Grant Date Fair Value per Performance Unit
Non-vested performance units outstanding at September 30, 2020
337  $ 51.09 
Granted 313  29.77 
Dividend equivalent right performance units credited 54  50.65 
Forfeited (11) 43.40 
Non-vested performance units outstanding at June 30, 2021 (1)
693  $ 41.55 
(1)    Of the total non-vested performance units at the end of the period, specified performance criteria has been achieved with respect to 87,626 performance units which is calculated based on the payout percentage for the completed performance period. The vesting and number of the remainder of non-vested performance units reflected at the end of the period is contingent upon our achievement of specified target performance criteria. If we meet the specified maximum performance criteria, approximately 468,303 additional performance units could vest or become eligible to vest.
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NOTE 11 EARNINGS (LOSSES) PER COMMON SHARE
ASC 260, Earnings per Share, requires companies to treat unvested share-based payment awards that have non-forfeitable rights to dividends or dividend equivalents as a separate class of securities in calculating earnings per share.  We have granted and expect to continue to grant to employees restricted stock grants that contain non-forfeitable rights to dividends. Such grants are considered participating securities under ASC 260.  As such, we are required to include these grants in the calculation of our basic earnings per share and calculate basic earnings per share using the two-class method. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings.
Basic earnings per share is computed utilizing the two-class method and is calculated based on the weighted-average number of common shares outstanding during the periods presented.
Diluted earnings per share is computed using the weighted-average number of common and common equivalent shares outstanding during the periods utilizing the two-class method for stock options, non-vested restricted stock and performance units.
Under the two-class method of calculating earnings per share, dividends paid and a portion of undistributed net income, but not losses, are allocated to unvested restricted stock grants that receive dividends, which are considered participating securities.
20

The following table sets forth the computation of basic and diluted earnings (loss) per share:
Three Months Ended
June 30,
Nine Months Ended
June 30,
(in thousands, except per share amounts) 2021 2020 2021 2020
Numerator:
Loss from continuing operations $ (56,705) $ (46,007) $ (257,925) $ (435,746)
Income from discontinued operations 1,150  408  10,936  212 
Net loss (55,555) (45,599) (246,989) (435,534)
Adjustment for basic earnings (loss) per share
Earnings allocated to unvested shareholders (348) (331) (1,002) (2,327)
Numerator for basic earnings (loss) per share:
From continuing operations (57,053) (46,338) (258,927) (438,073)
From discontinued operations 1,150  408  10,936  212 
(55,903) (45,930) (247,991) (437,861)
Adjustment for diluted earnings (loss) per share:
Effect of reallocating undistributed earnings of unvested shareholders —  —  —  — 
Numerator for diluted earnings (loss) per share:
From continuing operations (57,053) (46,338) (258,927) (438,073)
From discontinued operations 1,150  408  10,936  212 
$ (55,903) $ (45,930) $ (247,991) $ (437,861)
Denominator:
Denominator for basic earnings (loss) per share - weighted-average shares 107,896  107,439  107,790  108,185 
Effect of dilutive shares from stock options, restricted stock and performance units —  —  —  — 
Denominator for diluted earnings (loss) per share - adjusted weighted-average shares 107,896  107,439  107,790  108,185 
Basic earnings (loss) per common share:
Loss from continuing operations $ (0.53) $ (0.43) $ (2.40) $ (4.05)
Income from discontinued operations 0.01  —  0.10  — 
Net loss $ (0.52) $ (0.43) $ (2.30) $ (4.05)
Diluted earnings (loss) per common share:
Loss from continuing operations $ (0.53) $ (0.43) $ (2.40) $ (4.05)
Income from discontinued operations 0.01  —  0.10  — 
Net loss $ (0.52) $ (0.43) $ (2.30) $ (4.05)
We had a net loss for all periods presented above. Accordingly, our diluted earnings (loss) per share calculation was equivalent to our basic earnings (loss) 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.    
The following potentially dilutive average shares attributable to outstanding equity awards were excluded from the calculation of diluted earnings (loss) per share because their inclusion would have been anti-dilutive:
  Three Months Ended
June 30,
Nine Months Ended
June 30,
 (in thousands, except per share amounts)
2021 2020 2021 2020
Potentially dilutive shares excluded as anti-dilutive 3,325 4,708 3,932 3,882
Weighted-average price per share $ 59.47  $ 58.27  $ 57.07  $ 60.63 
21

NOTE 12 FAIR VALUE MEASUREMENT OF FINANCIAL INSTRUMENTS
We have certain assets and liabilities that are required to be measured and disclosed at fair value. Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.  We use the fair value hierarchy established in ASC 820-10 to measure fair value to prioritize the inputs:
Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.
Level 2 — Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets; quoted prices for similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.  This includes pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
The majority of cash equivalents are invested in highly liquid money-market mutual funds invested primarily in direct or indirect obligations of the U.S. Government and in federally insured deposit accounts. The carrying amount of cash and cash equivalents approximates fair value due to the short maturity of those investments.
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 Unaudited Condensed Consolidated Statements of Operations. The securities are recorded at fair value.
Our long-term investments primarily include equity securities and assets held in a Non-Qualified Supplemental Savings Plan ("Savings Plan"). Our equity securities primarily include our investment in Schlumberger, Ltd., which is classified as Level 1 and based on the quoted stock price. We also hold various other equity securities without readily determinable fair values that are classified as Level 3. These equity securities are measured at cost, less any impairments. Our assets that we hold in the Savings Plan are comprised of mutual funds that are measured using Level 1 inputs.
The estimated fair value of our investments, reflected on our Unaudited Condensed Consolidated Balance Sheets as Investments, is primarily based on Level 1 inputs. As a result of the change in the fair value of our investments, we recorded a gain of $2.4 million and $7.9 million for the three and nine months ended June 30, 2021.
Our non-financial assets, such as intangible assets, goodwill and property, plant and equipment, are recorded at fair value when acquired in a business combination or when an impairment charge is recognized. If measured at fair value in the Unaudited Condensed Consolidated Balance Sheets, these would generally be classified within Level 2 or 3 of the fair value hierarchy. Refer to Note 4—Property, Plant and Equipment for additional disclosure on the fair value of our assets classified as held-for-sale as of June 30, 2021.
The carrying value of other current assets, accrued liabilities and other liabilities approximated fair value at June 30, 2021 and September 30, 2020.
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The following tables summarize our assets and liabilities measured at fair value presented in our Unaudited Condensed Consolidated Balance Sheets as of June 30, 2021 and September 30, 2020:
June 30, 2021
(in thousands) Fair Value Level 1 Level 2 Level 3
Recurring fair value measurements:        
Cash and cash equivalents 370,553  370,553  $ —  $ — 
Short-term investments:        
Corporate debt securities 179,423  —  179,423  — 
U.S. government and federal agency securities 7,833  7,833  —  — 
Total short-term investments 187,256  7,833  179,423  — 
Other current assets 48,434  48,434  —  — 
Investments:
Non-qualified supplemental savings plan 18,556  18,556  —  — 
Debt and equity securities 18,330  14,965  —  3,365 
Total investments 36,886  33,521  —  3,365 
Other assets 2,885  2,885  —  — 
Total assets measured at fair value $ 646,014  $ 463,226  $ 179,423  $ 3,365 
Liabilities:
Contingent earnout liability $ 9,796  $ —  $ —  $ 9,796 
September 30, 2020
(in thousands) Fair Value Level 1 Level 2 Level 3
Recurring fair value measurements:        
Cash and cash equivalents $ 487,884  $ 487,884  $ —  $ — 
Short-term investments:        
Certificates of deposit 1,370  —  1,370  — 
Corporate debt securities 78,156  —  78,156  — 
U.S. government and federal agency securities 7,817  7,817  —  — 
Other 1,992  1,992  —  — 
Total short-term investments 89,335  9,809  79,526  — 
Other current assets 45,577  45,577  —  — 
Investments:
Non-qualified supplemental savings plan 19,819  19,819  —  — 
Debt and equity securities 11,766  7,274  3,992  500 
Total investments 31,585  27,093  3,992  500 
Other assets 3,286  3,286  —  — 
Total assets measured at fair value $ 657,667  $ 573,649  $ 83,518  $ 500 
Liabilities:
Contingent earnout liability $ 9,123  $ —  $ —  $ 9,123 
At June 30, 2021, our financial instruments measured at fair value utilizing Level 1 inputs include cash equivalents, U.S. agency issued debt securities, 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 is included in other assets. For these items, quoted current market prices are readily available.
At June 30, 2021, assets measured at fair value using Level 2 inputs include corporate bonds measured using broker quotations that utilize observable market inputs.
Our financial instruments measured using Level 3 unobservable inputs primarily consist of potential earnout payments associated with our business acquisitions in fiscal year 2019.
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The following table presents a reconciliation of changes in the fair value of our financial liabilities classified as Level 3 fair value measurements in the fair value hierarchy for the indicated periods:
Three Months Ended
June 30,
Nine Months Ended
June 30,
(in thousands) 2021 2020 2021 2020
Net liabilities at beginning of period $ 8,973  $ 11,823  $ 9,123  $ 18,373 
Additions —  —  —  1,500 
Total gains or losses:
Included in earnings 823  900  923  (2,900)
Settlements (1)
—  —  (250) (4,250)
Net liabilities at end of period $ 9,796  $ 12,723  $ 9,796  $ 12,723 
(1)Settlements represent earnout payments that have been paid or earned during the period.
The following table provides quantitative information (in thousands) about our Level 3 unobservable inputs related to our financial liabilities at June 30, 2021:
Fair Value Valuation Technique Unobservable Input Unobservable Input Range
Weighted Average (1)
$700 Monte Carlo simulation Discount rate 1.2  %
Revenue Volatility 18.4  %
Risk free rate 2.0  %
$9,096 Probability analysis Discount rate 0.5  %
Payment amounts
$5,250 - $9,096
$ 6,900 
Probabilities
5% - 95%
92  %
(1)The weighted average of the payment amounts and the probabilities (Level 3 unobservable inputs), associated with the contingent consideration valued using probability analysis, were weighted by the relative undiscounted fair value of payment amounts and of probability payment amounts, respectively.
The above significant unobservable inputs are subject to change based on changes in economic and market conditions. The use of significant unobservable inputs creates uncertainty in the measurement of fair value as of the reporting date. The significant unobservable inputs used in the fair value measurement of the contingent consideration using Monte Carlo simulation are (i) discount rate, (ii) revenue volatility and (iii) risk-free rate. Significant increases or decreases in the discount rate and risk-free rate in isolation would result in a significantly lower or higher fair value measurement. Significant changes in revenue volatility in isolation would result in a significantly lower or higher fair value measurement. The significant unobservable inputs used in the fair value measurement of the contingent consideration using probability analysis are (i) discount rate, (ii) payment amounts and (iii) probabilities. Significant increases or decreases in the discount rate in isolation would result in a significantly lower or higher fair value measurement. Significant increases or decreases in the payment amounts or probabilities in isolation would result in a significantly higher or lower fair value measurement. It is not possible for us to predict the effect of future economic or market conditions on our estimated fair values. 
The following information presents the supplemental fair value information about long-term fixed-rate debt at June 30, 2021 and September 30, 2020:
(in millions) June 30, 2021 September 30, 2020
Carrying value of long-term fixed-rate debt $ 481.0  $ 480.7 
Fair value of long-term fixed-rate debt 542.4  534.5 
The fair value for the $542.4 million fixed-rate debt is based on broker quotes.  The notes are classified within Level 2 as they are not actively traded in markets.
NOTE 13 COMMITMENTS AND CONTINGENCIES
Purchase Commitments
Equipment, parts and supplies are ordered in advance to promote efficient construction and capital improvement progress. At June 30, 2021, we had purchase commitments for equipment, parts and supplies of approximately $34.9 million.
Guarantee Arrangements
We are contingently liable to sureties in respect of bonds issued by the sureties in connection with certain commitments entered into by us in the normal course of business.  We have agreed to indemnify the sureties for any payments made by them in respect of such bonds.
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Contingencies
During the ordinary course of our business, contingencies arise resulting from an existing condition, situation or set of circumstances involving an uncertainty as to the realization of a possible gain or loss contingency.  We account for gain contingencies in accordance with the provisions of ASC 450, Contingencies, and, therefore, we do not record gain contingencies or recognize income until realized.  The property and equipment of our Venezuelan subsidiary was seized by the Venezuelan government on June 30, 2010.  Our wholly-owned subsidiaries, HPIDC and Helmerich & Payne de Venezuela, C.A., filed a lawsuit in the United States District Court for the District of Columbia on September 23, 2011 against the Bolivarian Republic of Venezuela, Petroleos de Venezuela, S.A. and PDVSA Petroleo, S.A., seeking damages for the 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. 
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.
NOTE 14 BUSINESS SEGMENTS AND GEOGRAPHIC INFORMATION
Description of the Business
We are a performance-driven drilling solutions and technologies company based in Tulsa, Oklahoma with operations in all major U.S. onshore oil and gas producing basins as well as South America and the Middle East. Our drilling operations consist mainly of contracting Company-owned drilling equipment primarily to large oil and gas exploration companies.  We believe we are the recognized industry leader in drilling as well as technological innovation. We focus on offering our customers an integrated solutions-based approach by combining proprietary rig technology, automation software, and digital expertise into our rig operations rather than a product-based offering, such as a rig or separate technology package. Our drilling services operations are organized into the following reportable operating business segments: North America Solutions, Offshore Gulf of Mexico and International Solutions. 
Each reportable operating segment is a strategic business unit that is managed separately, and consolidated revenues and expenses reflect the elimination of all material intercompany transactions. Our real estate operations, our incubator program for new research and development projects, and our wholly-owned captive insurance companies are included in "Other." External revenues included in “Other” primarily consist of rental income.
Segment Performance
We evaluate segment performance based on income or loss from continuing operations (segment operating income (loss)) before income taxes which includes:
Revenues from external and internal customers
Direct operating costs
Depreciation and amortization
Allocated general and administrative costs
Asset impairment charges
Restructuring charges
but excludes (gain) loss on sale of assets and corporate selling, general and administrative costs, corporate depreciation, and corporate restructuring charges.
General and administrative costs are allocated to the segments based primarily on specific identification and, to the extent that such identification is not practical, other methods may be used which we believe to be a reasonable reflection of the utilization of services provided.
25

Summarized financial information of our reportable segments for the three and nine months ended June 30, 2021 and 2020 is shown in the following tables:
Three Months Ended June 30, 2021
(in thousands) North America Solutions Offshore Gulf of Mexico International Solutions Other Eliminations Total
External sales $ 281,132  $ 33,364  $ 15,278  $ 2,439  $ —  $ 332,213 
Intersegment —  —  —  9,379  (9,379) — 
Total sales 281,132  33,364  15,278  11,818  (9,379) 332,213 
Segment operating income (loss) (43,743) 5,707  (3,538) (4,670) (3,298) (49,542)
Three Months Ended June 30, 2020
(in thousands) North America Solutions Offshore Gulf of Mexico International Solutions Other Eliminations Total
External sales $ 254,434  $ 37,494  $ 22,477  $ 2,959  $ —  $ 317,364 
Intersegment —  —  —  10,384  (10,384) — 
Total sales 254,434  37,494  22,477  13,343  (10,384) 317,364 
Segment operating income (loss) (25,157) 3,013  (9,540) 4,389  —  (27,295)
Nine Months Ended June 30, 2021
(in thousands) North America Solutions Offshore Gulf of Mexico International Solutions Other Eliminations Total
External sales $ 733,061  $ 94,911  $ 40,609  $ 6,180  $ —  $ 874,761 
Intersegment —  —  —  25,181  (25,181) — 
Total sales 733,061  94,911  40,609  31,361  (25,181) 874,761 
Segment operating income (loss) (226,505) 11,427  (15,353) (1,631) (8,857) (240,919)
Nine Months Ended June 30, 2020
(in thousands) North America Solutions Offshore Gulf of Mexico International Solutions Other Eliminations Total
External sales $ 1,325,076  $ 110,828  $ 120,189  $ 9,567  $ —  $ 1,565,660 
Intersegment —  —  —  28,927  (28,927) — 
Total sales 1,325,076  110,828  120,189  38,494  (28,927) 1,565,660 
Segment operating income (loss) (315,705) 6,022  (158,894) 3,704  —  (464,873)
The following table reconciles segment operating loss per the tables above to loss from continuing operations before income taxes as reported on the Unaudited Condensed Consolidated Statements of Operations:
Three Months Ended June 30, Nine Months Ended June 30,
(in thousands) 2021 2020 2021 2020
Segment operating loss $ (49,542) $ (27,295) $ (240,919) $ (464,873)
Gain (loss) on sale of assets 3,434  4,201  (2,745) 18,790 
Corporate selling, general and administrative costs, corporate depreciation, and corporate restructuring charges (31,259) (34,490) (87,849) (98,674)
Operating loss from continuing operations (77,367) (57,584) (331,513) (544,757)
Other income (expense)
Interest and dividend income 1,527  771  8,225  6,551 
Interest expense (5,963) (6,125) (17,861) (18,320)
Gain (loss) on investment securities 2,409  2,267  7,853  (7,325)
Gain on sale of subsidiary —  —  —  14,963 
Other (970) (2,914) (3,027) (3,711)
Total unallocated amounts (2,997) (6,001) (4,810) (7,842)
Loss from continuing operations before income taxes $ (80,364) $ (63,585) $ (336,323) $ (552,599)
26

The following table presents total assets by reportable segment:
(in thousands) June 30,
2021
September 30,
2020
Total assets (1)
North America Solutions $ 3,518,574  $ 3,812,718 
Offshore Gulf of Mexico 90,359  93,501 
International Solutions 165,435  181,181 
Other 83,371  22,144 
3,857,739  4,109,544 
Investments and corporate operations 637,546  720,077 
$ 4,495,285  $ 4,829,621 
(1)Assets by segment exclude investments in subsidiaries and intersegment activity.

The following table presents revenues from external customers by country based on the location of service provided:
Three Months Ended June 30, Nine Months Ended June 30,
(in thousands) 2021 2020 2021 2020
Operating revenues
United States $ 316,315  $ 294,335  $ 832,516  $ 1,442,670 
Argentina 7,999  7,231  16,532  77,522 
Bahrain 6,979  6,430  21,449  21,497 
United Arab Emirates —  8,403  990  14,857 
Colombia 300  413  1,674  6,313 
Other Foreign 620  552  1,600  2,801 
Total $ 332,213  $ 317,364  $ 874,761  $ 1,565,660 
Refer to Note 9—Revenue from Contracts with Customers for additional information regarding the recognition of revenue upon adoption of ASC 606.
NOTE 15 RESTRUCTURING CHARGES
During the second quarter of fiscal year 2021, we reorganized our IT operations and moved select IT functions to a managed service provider. Cost incurred as of June 30, 2021 in connection with the restructuring are primarily comprised of one-time severance benefits to employees who were involuntarily terminated. The termination date of some of the employees extend beyond June 30, 2021, and such employees are required to render service through their respective termination date in order to receive the one-time severance benefit. During the third quarter of fiscal year 2021, we commenced a voluntary separation program at our local office in Argentina for which we incurred one-time severance charges for employees who were voluntarily terminated.
Additionally, we continue to take measures to lower our cost structure based on activity levels. During the second and third quarter of fiscal year 2021, we incurred one-time moving related expenses due to the downsizing and relocation of our Houston assembly facility and storage yards. These charges are included in other restructuring expenses within the tables below.
The following table summarizes the Company's restructuring charges incurred during the three and nine months ended June 30, 2021, respectively:
Three Months Ended June 30, 2021
(in thousands) North America Solutions International Solutions Corporate Total
Employee termination benefits $ 10  $ 207  $ 516  $ 733 
Other restructuring expenses 1,377  —  —  1,377 
Total restructuring charges $ 1,387  207  $ 516  $ 2,110 
27


Nine Months Ended June 30, 2021
(in thousands) North America Solutions International Solutions Corporate Total
Employee termination benefits $ 28  $ 207  $ 680  $ 915 
Other restructuring expenses 2,941  —  —  2,941 
Total restructuring charges $ 2,969  207  $ 680  $ 3,856 
Beginning in the third quarter of fiscal year 2020, we implemented cost controls and began evaluating further measures to respond to the combination of weakened commodity prices, uncertainties related to the COVID-19 pandemic, and the resulting market volatility. We restructured our operations to accommodate scale during an industry downturn and to re-organize our operations to align to new marketing and management strategies. We commenced a number of restructuring efforts as a result of this evaluation, which included, among other things, a reduction in our capital allocation plans, changes to our organizational structure, and a reduction of staffing levels. Costs incurred as of June 30, 2020 in connection with the restructuring were primarily comprised of one-time severance benefits to employees who were voluntarily or involuntarily terminated, benefits related to forfeitures and costs related to modification of stock-based compensation awards.
The following table summarizes the Company's restructuring charges incurred during the three and nine months ended June 30, 2020:
Three and Nine Months Ended June 30, 2020
(in thousands) North America Solutions Offshore Gulf of Mexico International Solutions Other Corporate Total
Employee termination benefits $ 10,273  $ 1,440  $ 2,308  $ 328  $ 4,629  $ 18,978 
Stock-based compensation benefit (3,036) (178) (11) (61) (197) (3,483)
Total restructuring charges $ 7,237  $ 1,262  $ 2,297  $ 267  $ 4,432  $ 15,495 
These expenses are recorded within restructuring charges on our Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2021 and 2020.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10‑Q (“Form 10‑Q”) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts included in this Form 10-Q, including without limitation, statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe,” “predict,” “project,” “target,” “continue,” or the negative thereof or similar terminology. Forward-looking statements are based upon current plans, estimates, and expectations that are subject to risks, uncertainties, and assumptions. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to be correct. Actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates, or expectations will be achieved.
These forward-looking statements include, among others, such things as:
our business strategy;
estimates of our revenues, income, earnings per share, and market share;
our capital structure and our ability to return cash to stockholders through dividends or share repurchases;
the amount and nature of our future capital expenditures and how we expect to fund our capital expenditures;
the volatility of future oil and natural gas prices;
the effects of actions by, or disputes among or between, members of the Organization of Petroleum Exporting Countries and other oil producing nations ("OPEC+") with respect to production levels or other matters related to the prices of oil and natural gas;
changes in future levels of drilling activity and capital expenditures by our customers, whether as a result of global capital markets and liquidity, changes in prices of oil and natural gas or otherwise, which may cause us to idle or stack additional rigs, or increase our capital expenditures and the construction or acquisition of rigs;
the effect, impact, potential duration or other implications of the ongoing outbreak of a novel strain of coronavirus ("COVID-19") and the oil price collapse in 2020, and any expectations we may have with respect thereto;
changes in worldwide rig supply and demand, competition, or technology;
possible cancellation, suspension, renegotiation or termination (with or without cause) of our contracts as a result of general or industry-specific economic conditions, mechanical difficulties, performance or other reasons;
expansion and growth of our business and operations;
our belief that the final outcome of our legal proceedings will not materially affect our financial results;
impact of federal and state legislative and regulatory actions, including as a result of the change in the U.S. presidential administration, affecting our costs and increasing operation restrictions or delay and other adverse impacts on our business;
environmental or other liabilities, risks, damages or losses, whether related to storms or hurricanes (including wreckage or debris removal), collisions, grounding, blowouts, fires, explosions, other accidents, terrorism or otherwise, for which insurance coverage and contractual indemnities may be insufficient, unenforceable or otherwise unavailable;
our financial condition and liquidity;
tax matters, including our effective tax rates, tax positions, results of audits, changes in tax laws, treaties and regulations, tax assessments and liabilities for taxes; and
potential long-lived asset impairments.
Important factors that could cause actual results to differ materially from our expectations or results discussed in the forward‑looking statements are disclosed in our 2020 Annual Report on Form 10-K under Item 1A— “Risk Factors,” and Item 7— “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All subsequent written and oral forward‑looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by such cautionary statements. Because of the underlying risks and uncertainties, we caution you against placing undue reliance on these forward-looking statements. We assume no duty to update or revise these forward‑looking statements based on changes in internal estimates, expectations or otherwise, except as required by law.
29

Table of Contents
Executive Summary
Helmerich & Payne, Inc. (“H&P,” which, together with its subsidiaries, is identified as the “Company,” “we,” “us,” or “our,” except where stated or the context requires otherwise) through its operating subsidiaries provides performance-driven drilling solutions and technologies that are intended to make hydrocarbon recovery safer and more economical for oil and gas exploration and production companies. As of June 30, 2021, our drilling rig fleet included a total of 281 drilling rigs. Our reportable operating business segments consist of the North America Solutions segment with 242 rigs, the Offshore Gulf of Mexico segment with seven offshore platform rigs and the International Solutions segment with 32 rigs as of June 30, 2021. At the close of the third quarter of fiscal year 2021, we had 131 contracted rigs, of which 64 were under a fixed-term contract and 67 were working well-to-well, compared to 79 contracted rigs at September 30, 2020. Our long-term strategy remains focused on innovation, technology, safety, operational excellence and reliability. As we move forward, we believe that our advanced uniform rig fleet, technology offerings, financial strength, contract backlog and strong customer and employee base position us very well to respond to continued cyclical and often times volatile market conditions and take advantage of future opportunities.
Market Outlook
Our revenues are derived from the capital expenditures of companies involved in the exploration, development and production of crude oil and natural gas (“E&Ps”). Generally, the level of capital expenditures is dictated by current and expected future prices of crude oil and natural gas, which are determined by various supply and demand factors. Both commodities have historically been, and we expect them to continue to be, cyclical and highly volatile.
With respect to North America Solutions, the resurgence of oil and natural gas production coming from the United States brought about by unconventional shale drilling for oil has significantly impacted the supply of oil and natural gas and the type of rig utilized in the U.S. land drilling industry. The advent of unconventional drilling for oil in the United States began in early 2009 and continues to evolve as E&Ps drill longer lateral wells with tighter well spacing. During this time, we designed, built and delivered to the market new technology AC drive rigs (FlexRig®), substantially growing our fleet. The pace of progress of unconventional drilling over the years has been cyclical and volatile, dictated by crude oil and natural gas price fluctuations, which at times have proven to be dramatic.
Throughout this time, the length of the lateral section of wells drilled in the United States has continued to grow. The progression of longer lateral wells has required many of the industry’s rigs to be upgraded to certain specifications in order to meet the technical challenges of drilling longer lateral wells. The upgraded rigs meeting those specifications are commonly referred to in the industry as super-spec rigs and have the following specific characteristics: AC drive, minimum of 1,500 horsepower drawworks, minimum of 750,000 lbs. hookload rating, 7,500 psi mud circulating system, and multiple-well pad capability.
The technical requirements of drilling longer lateral wells often necessitate the use of super-spec rigs and even when not required for shorter lateral wells, there is a strong customer preference for super-spec due to the drilling efficiencies gained in utilizing a super-spec rig. As a result, there has been a structural decline in the use of non-super-spec rigs across the industry. However, as a result of having a large super-spec fleet, we gained market share and became the largest provider of super-spec rigs in the industry. As such, we believe we are well positioned to respond to various market conditions.
In early March 2020, the increase in crude oil supply resulting from production escalations from OPEC+ combined with a decrease in crude oil demand stemming from the global response and uncertainties surrounding the COVID-19 pandemic resulted in a sharp decline in crude oil prices. Specifically, during calendar year 2020, crude oil prices fell from approximately $60 per barrel to the low-to-mid-$20 per barrel range, lower in some cases, which resulted in customers decreasing their 2020 capital budgets nearly 50 percent from calendar year 2019 levels. There was a corresponding dramatic decline in the demand for land rigs, such that the overall rig count for calendar year 2020 averaged roughly 430 rigs, significantly lower than in calendar year 2019, which averaged approximately 940 rigs.
We experienced much of our rig count decline during the second and third quarters of fiscal year 2020 as our North American Solutions active rig count declined from 195 rigs at December 31, 2019 to a low of 47 rigs in August of 2020. However, during the fourth quarter of fiscal year 2020, the market experienced a stabilization of crude oil prices in the $40 per barrel range and subsequently crude oil prices moved toward $50 per barrel as our customers set their capital budgets for calendar year 2021. More recently, crude oil prices have continued to increase, reaching more than $70 per barrel. That said, however, we do not expect rig activity to move in tandem with crude oil prices to the same extent as it has historically. This is primarily due to a large portion of our customers having a more disciplined approach to their operations and capital spending. We expect a majority will maintain their activity levels in accordance with their capital budgets for 2021, which were set during a time when crude oil prices were lower and will not adjust spending levels higher as crude oil prices move higher. Along with stabilization of crude prices during the fourth quarter of fiscal year 2020, our rig activity began to increase, and increased more significantly during the first and second quarters of fiscal year 2021. Our North American Solutions active rig count has more than doubled from 47 rigs in August 2020 to 121 rigs at June 30, 2021. We do expect further increases in our rig count for the remainder of fiscal year 2021 as the level of customer capital spending is higher in calendar 2021 than it was in calendar 2020. However, we expect the rate of rig count increases to be at a much more modest pace during the remainder of our fiscal year 2021 compared to what we experienced during the first nine months of fiscal year 2021.
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Utilization for our super-spec FlexRig® fleet peaked in late calendar year 2018 with 216 of 221 super-spec rigs working (98 percent utilization); however, the subsequent decline in the demand for land rigs resulted in customers idling a large portion of our super-spec FlexRig® fleet. At June 30, 2021, we had 113 idle super-spec rigs out of our FlexRig® fleet of 232 super-spec rigs (51 percent utilization).
Collectively, our other business segments, Offshore Gulf of Mexico and International Solutions, are exposed to the same macro commodity price environment affecting our North America Solutions segment; however, activity levels in the International Solutions segment are also subject to other various geopolitical and financial factors specific to the countries of our operations. While we do not expect much change in our Offshore Gulf of Mexico segment, we see opportunities for improvement in our International Solutions segment, but those will likely occur on a more extended timeline compared to what we have experienced in the North America Solutions segment.
H&P recognizes the uncertainties and concerns caused by the COVID-19 pandemic; however, we have managed the Company over time to be in a position of strength both financially and operationally when facing uncertainties of this magnitude. The COVID-19 pandemic has had a significant financial impact on the Company, including increased costs as a result of labor shortages and logistics constraints. The global response to coping with the pandemic resulted in a drop in demand for crude oil, which, when combined with a more than adequate supply of crude oil, has resulted in a sharp decline in crude oil prices, causing our customers to have pronounced pullbacks in their operations and planned capital expenditures. The direct impact of COVID-19 on H&P's operations has created some challenges that we believe the Company is adequately addressing to ensure a robust continuation of our operations albeit at a lower activity level.
The health and safety of all H&P stakeholders - our employees, customers, and vendors - remain a top priority at the Company. Accordingly, H&P has implemented additional policies and procedures designed to protect the well-being of our stakeholders and to minimize the impact of COVID-19 on our ongoing operations. We are adhering to Center for Disease Control guidelines for evaluating actual and potential COVID-19 exposures and we are complying with local governmental jurisdiction policies and procedures where our operations reside; in some instances, policies and procedures are more stringent in our foreign operations than in our North America operations and this resulted in a complete suspension, for a certain period of time, of all drilling operations in at least one foreign jurisdiction.
In the United States, the Company is an ‘essential critical infrastructure’ company as defined by the Department of Homeland Security and the Cybersecurity and Infrastructure Security Agency and, as such, continues to operate rigs and technology solutions, providing valuable services to our customers in support of the global energy infrastructure.
Since the COVID-19 outbreak began, no rigs have been fully shut down (other than temporary shutdowns for disinfecting) and such measures to disinfect facilities have not had a significant impact on service. We believe our service levels are unchanged from pre-pandemic levels.
From a financial perspective, we believe the Company is well positioned to continue as a going concern even through a more protracted disruption caused by COVID-19, oil oversupply and low oil prices. We have taken measures to reduce costs and capital expenditures to levels that better reflect a lower activity environment. The actions we took during fiscal year 2020 included a reduction to the annual dividend of approximately $200 million, a reduction of approximately $145 million in the fiscal year 2020 capital spend, a reduction of over $50 million in fixed operational overhead, and a reduction of selling, general and administrative expenses of more than $25 million on an annualized basis. The culmination of these cost-saving initiatives resulted in a $16.0 million restructuring charge during fiscal year 2020. Further, we took additional steps in fiscal year 2021 to reduce our operating cost structure. These measures will result in an estimated annualized savings of $7 million with the full benefit expected to be realized in calendar year 2022. We anticipate further cost reductions going forward; however, implementation of future cost initiatives will be incremental and are anticipated to be realized over the next few quarters. These cost reduction measures could lead to additional restructuring charges in future periods. At June 30, 2021, the Company had cash and cash equivalents and short-term investments of $557.8 million and availability under the 2018 Credit Facility (as defined herein) of $750.0 million resulting in approximately $1.3 billion in near-term liquidity. We currently do not anticipate the need to draw on the 2018 Credit Facility.
As part of the Company's normal operations, we regularly monitor the creditworthiness of our customers and vendors, screening out those that we believe have a high risk of failure to honor their counter-party obligations either through payment or delivery of goods or services. We also perform routine reviews of our accounts receivable and other amounts owed to us to assess and quantify the ultimate collectability of those amounts. At June 30, 2021 and September 30, 2020, the Company had a net allowance against its accounts receivable of $1.9 million and $1.8 million, respectively.
The nature of the COVID-19 pandemic is inherently uncertain, and as a result, the Company is unable to reasonably estimate the duration and ultimate impacts of the pandemic, including the timing or level of any subsequent recovery. As a result, the Company cannot be certain of the degree of impact on the Company’s business, results of operations and/or financial position for future periods. Subsequent to March 31, 2020, we adjusted our credit risk monitoring for specific customers, in response to the economic events described above.
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Recent Developments
Credit Facility Maturity Extension
On April 16, 2021, lenders with $680.0 million of commitments under the 2018 Credit Facility exercised their option to extend the maturity of the 2018 Credit Facility from November 13, 2024 to November 12, 2025. No other terms of the 2018 Credit Facility were amended in connection with this extension. The remaining $70.0 million of commitments under the 2018 Credit Facility will expire on November 13, 2024, unless extended by the applicable lender before such date.
Assets Held-for-Sale
In March 2021, the Company's leadership continued the execution of the current strategy, which was initially introduced in 2019, focusing on operating various types of highly capable upgraded rigs and phasing out the older, less capable fleet. As a result, the Company has undertaken a plan to sell 71 Domestic non-super-spec rigs, all within our North America Solutions segment, the majority of which were previously decommissioned, written down and/or held as capital spares. The book values of those assets were written down to their fair value less cost to sell of $13.5 million, and were reclassified as held-for-sale in the second and third quarter of fiscal year 2021. As a result, we recognized a non-cash impairment charge of $56.4 million, during the nine months ended June 30, 2021, in the Unaudited Condensed Consolidated Statement of Operations.
During the three months ended June 30, 2021, we completed the sale of assets with a net book value of $3.4 million that were classified as held-for-sale during the second quarter of fiscal year 2021.
Restructuring Charges
During the second quarter of fiscal year 2021, we reorganized our IT operations and moved select IT functions to a managed service provider. Costs incurred as of June 30, 2021 in connection with the restructuring are primarily comprised of one-time severance benefits to employees who were involuntarily terminated. The termination date of some of the employees extend beyond June 30, 2021, and such employees are required to render service through their respective termination date in order to receive the one-time severance benefit. During the third quarter of fiscal year 2021, we commenced a voluntary separation program at our local office in Argentina for which we incurred one-time severance charges for employees who were voluntarily terminated.
Additionally, we continue to take measures to lower our cost structure based on activity levels. During the second and third quarter of fiscal year 2021, we incurred one-time moving related expenses due to the downsizing and relocation of our Houston assembly facility and storage yards. This together with additional restructuring activities that could result from our in-process cost management review could result in additional restructuring charges throughout the year.
Sale of Offshore Rig
During the first quarter of fiscal year 2021, we closed on the sale of an offshore platform rig within our Offshore Gulf of Mexico operating segment for total consideration of $12.0 million with an aggregate net book value of $2.8 million, resulting in a gain of $9.2 million, which is included within (gain) loss on sale of assets on our Unaudited Condensed Consolidated Statements of Operations during the nine months ended June 30, 2021.
Contract Backlog
As of June 30, 2021 and September 30, 2020, our contract drilling backlog, being the expected future dayrate revenue from executed contracts, was $582.5 million and $658.0 million, respectively. These amounts do not include anticipated contract renewals or expected performance bonuses. The decrease in backlog at June 30, 2021 from September 30, 2020 is primarily due to prevailing market conditions causing a decline in the number of longer term drilling contracts executed. Approximately 65.2 percent of the June 30, 2021 total backlog is reasonably expected to be fulfilled in fiscal year 2022 and thereafter.
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. As a result of the depressed market conditions and negative outlook for the near term, beginning in the second quarter of fiscal year 2020, certain of our customers, as well as those of our competitors, opted to renegotiate or early terminate existing drilling contracts. Such renegotiations included requests to lower the contract dayrate in exchange for additional terms, temporary stacking of the rig, and other proposals. During the three months ended June 30, 2021, we reported no early termination revenue associated with term contracts. For the nine months ended June 30, 2021, we recognized $7.7 million of early termination revenue associated with term contracts. During the three and nine months ended June 30, 2020, we reported early termination revenue of $49.5 million and $57.8 million, respectively.
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The following table sets forth the total backlog by reportable segment as of June 30, 2021 and September 30, 2020, and the percentage of the June 30, 2021 backlog reasonably expected to be fulfilled in fiscal year 2022 and thereafter:
(in millions) June 30, 2021 September 30, 2020 Percentage Reasonably
Expected to be Filled in
Fiscal Year 2022
and Thereafter
North America Solutions $ 500.3  $ 542.4  66.2  %
Offshore Gulf of Mexico 13.9  16.7  — 
International Solutions 68.3  98.9  70.9 
  $ 582.5  $ 658.0    
The early termination of a contract may result in a rig being idle for an extended period of time, which could adversely affect our financial condition, results of operations and cash flows. In some limited circumstances, such as sustained unacceptable performance by us, no early termination payment would be paid to us. Early terminations could cause the actual amount of revenue earned to vary from the backlog reported. See “Item 1A. Risk Factors – Our current backlog of drilling services and solutions revenue may continue to decline and may not be ultimately realized as fixed‑term contracts and may, in certain instances, be terminated without an early termination payment,” in our 2020 Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”), regarding fixed term contract risk. Additionally, see "Item 1A. Risk Factors – The impact and effects of public health crises, pandemics and epidemics, such as the ongoing outbreak of COVID-19, have adversely affected and are expected to continue to adversely affect our business, financial condition and results of operations" within our 2020 Annual Report on Form 10-K.
Results of Operations for the Three Months Ended June 30, 2021 and 2020
Consolidated Results of Operations
Net Loss We reported a loss from continuing operations of $56.7 million ($0.53 loss per diluted share) on operating revenues of $332.2 million for the three months ended June 30, 2021 compared to a loss from continuing operations of $46.0 million ($0.43 loss per diluted share) on operating revenues of $317.4 million for the three months ended June 30, 2020. Included in the net loss for the three months ended June 30, 2021 is income of $1.2 million ($0.01 per diluted share) from discontinued operations. Including discontinued operations, we recorded a net loss of $55.6 million ($0.52 loss per diluted share) for the three months ended June 30, 2021 compared to a net loss of $45.6 million ($0.43 loss per diluted share) for the three months ended June 30, 2020.
Research and Development For the three months ended June 30, 2021 and 2020, we incurred $5.6 million and $3.6 million, respectively, of research and development expenses.

Selling, General and Administrative Expense Selling, general and administrative expenses decreased to $41.7 million during the three months ended June 30, 2021 compared to $43.1 million during the three months ended June 30, 2020. The $1.4 million decrease in fiscal year 2021 compared to the same period in fiscal year 2020 is primarily due to a lower number of personnel, partially offset by higher accrued variable compensation expense.
Asset Impairment Charge During the three months ended June 30, 2021, three Domestic non super-spec rigs were reclassified as assets held-for-sale. As such, the book values of these rigs were written down to their fair value less costs to sell of $0.4 million, resulting in a non-cash impairment charge of $2.1 million ($0.9 million net of tax, or $0.01 per diluted share) in the Unaudited Consolidated Statement of Operations. We had no impairment charges during the three months ended June 30, 2020.
Restructuring Charges During the three months ended June 30, 2021 and 2020 we incurred $2.1 million and $15.5 million, respectively, in restructuring charges. The charges incurred during the third quarter of fiscal year 2021 included $0.7 million in one-time severance benefits paid to employees who were voluntarily or involuntarily terminated coupled with charges of $1.4 million related to the downsizing of yard facilities. The charges incurred during the third quarter of fiscal year 2020 were primarily comprised of $19.0 million in one-time severance benefits to employees who were voluntarily or involuntarily terminated, offset by a benefit of $3.5 million related to forfeitures and modifications of stock-based compensation awards.
Income Taxes We had an income tax benefit of $23.7 million for the three months ended June 30, 2021 (which includes discrete tax benefits of approximately $5.8 million primarily related to a decrease in our deferred state income tax rate) compared to an income tax benefit of $17.6 million for the three months ended June 30, 2020 (which includes discrete tax benefits of approximately $5.9 million primarily related to a decrease in our deferred state income tax rate and return to provision adjustments). Our statutory federal income tax rate for fiscal year 2021 is 21.0 percent (before incremental state and foreign taxes).
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North America Solutions Operations Segment
Three Months Ended June 30,
(in thousands, except operating statistics) 2021 2020 % Change
Operating revenues $ 281,132  $ 254,434  10.5 
Direct operating expenses 206,172  152,663  35.1 
Segment gross margin 74,960  101,771  (26.3)
Depreciation and amortization 96,997  102,699  (5.6)
Research and development 5,605  3,459  62.0 
Selling, general and administrative expense 12,583  13,533  (7.0)
Asset impairment charge 2,130  —  — 
Restructuring charges 1,388  7,237  (80.8)
Segment operating loss $ (43,743) $ (25,157) 73.9 
Operating Statistics (1):
     
Average active rigs 119  89  33.7 
Number of active rigs at the end of period 121  68  77.9 
Number of available rigs at the end of period 242  262  (7.6)
Reimbursements of "out-of-pocket" expenses $ 33,282  $ 27,806  19.7 
(1)These operating metrics allow investors to analyze the various components of segment financial results in terms of activity, utilization and other key results. Management uses these metrics to analyze historical segment financial results and as the key inputs for forecasting and budgeting segment financial results. Beginning in the first quarter of fiscal year 2021, these operating metrics replaced previously used per day metrics. As a result, prior year comparative information is also provided above.

Segment Gross Margin The North America Solutions segment gross margin was $75.0 million for the three months ended June 30, 2021 compared to $101.8 million in the same period of fiscal year 2020.  The decrease was primarily driven by a decline in early termination revenue, partially offset by higher activity levels. Revenues were $281.1 million and $254.4 million in the three months ended June 30, 2021 and 2020, respectively. The increase in operating revenue is primarily due to higher activity levels. For the three months ended June 30, 2021, we reported no early termination revenue associated with term contracts compared to $48.8 million during the same period of fiscal year 2020. 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 (except in limited circumstances including sustained unsatisfactory performance by us). Direct operating expenses increased to $206.2 million during the three months ended June 30, 2021 as compared to $152.7 million during the three months ended June 30, 2020. The increase was due to higher activity levels and higher rig recommissioning expenses.

Depreciation Depreciation decreased to $97.0 million during the three months ended June 30, 2021 as compared to $102.7 million during the three months ended June 30, 2020. The decrease was primarily attributable to rig impairments during fiscal year 2020 and ongoing low levels of capital expenditures.
Asset Impairment Charge During the three months ended June 30, 2021, three Domestic non super-spec rigs were reclassified as assets held-for-sale. As such, the book values of these rigs were written down to their fair value less cost to sell of $0.4 million, resulting in a non-cash impairment charge of $2.1 million in the Unaudited Consolidated Statement of Operations. We had no impairment charges during the three months ended June 30, 2020.
Restructuring Charges For the three months ended June 30, 2021, we incurred $1.4 million in restructuring charges. These expenses primarily include charges related to the downsizing of yard facilities. During the three months ended June 30, 2020, we incurred $7.2 million in restructuring charges primarily comprised of $10.2 million in one-time severance benefits to employees who were voluntarily or involuntarily terminated, offset by a benefit of $3.0 million related to forfeitures and modifications of stock-based compensation awards.
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Offshore Gulf of Mexico Operations Segment
  Three Months Ended June 30,
(in thousands, except operating statistics) 2021 2020 % Change
Operating revenues $ 33,364  $ 37,494  (11.0)
Direct operating expenses 24,127  28,967  (16.7)
Segment gross margin 9,237  8,527  8.3 
Depreciation 2,938  3,004  (2.2)
Selling, general and administrative expense 592  1,248  (52.6)
Restructuring charges —  1,262  (100.0)
Segment operating income $ 5,707  $ 3,013  89.4 
Operating Statistics (1):
        
Average active rigs (20.0)
Number of active rigs at the end of period (20.0)
Number of available rigs at the end of period (12.5)
Reimbursements of "out-of-pocket" expenses $ 8,342  $ 8,224  1.4 
(1)These operating metrics allow investors to analyze the various components of segment financial results in terms of activity, utilization and other key results. Management uses these metrics to analyze historical segment financial results and as the key inputs for forecasting and budgeting segment financial results. Beginning in the first quarter of fiscal year 2021, these operating metrics replaced previously used per day metrics. As a result, prior year comparative information is also provided above.

Segment Gross Margin During the three months ended June 30, 2021, the Offshore Gulf of Mexico segment gross margin was $9.2 million compared to a gross margin of $8.5 million for the three months ended June 30, 2020. This increase was driven by increased contribution from a rig that finished its mobilization and began drilling operations in April 2020. We had an 11.0 percent decrease in operating revenue during the three months ended June 30, 2021 compared to the three months ended June 30, 2020. Direct operating expenses decreased to $24.1 million during the three months ended June 30, 2021 as compared to $29.0 million during the three months ended June 30, 2020. The decrease in operating revenue and expenses was primarily driven by the previously mentioned rig mobilization.
Restructuring Charges We did not incur any restructuring charges during the three months ended June 30, 2021. During the three months ended June 30, 2020, we incurred $1.3 million in restructuring charges, which primarily consisted of employee termination benefits that resulted from our reduction in staffing levels.
International Solutions Operations Segment
Three Months Ended June 30,
(in thousands, except operating statistics) 2021 2020 % Change
Operating revenues $ 15,278  $ 22,477  (32.0)
Direct operating expenses 16,690  27,595  (39.5)
Segment gross margin (1,412) (5,118) 72.4 
Depreciation 573  996  (42.5)
Selling, general and administrative expense 1,346  1,129  19.2 
Restructuring charges 207  2,297  (91.0)
Segment operating loss $ (3,538) $ (9,540) (62.9)
Operating Statistics (1):
     
Average active rigs 11  (54.5)
Number of active rigs at the end of period (25.0)
Number of available rigs at the end of period 32  32  — 
Reimbursements of "out-of-pocket" expenses $ 1,152  $ 3,079  (62.6)
(1)These operating metrics allow investors to analyze the various components of segment financial results in terms of activity, utilization and other key results. Management uses these metrics to analyze historical segment financial results and as the key inputs for forecasting and budgeting segment financial results. Beginning in the first quarter of fiscal year 2021, these operating metrics replaced previously used per day metrics. As a result, prior year comparative information is also provided above.
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Segment Gross Margin The International Solutions segment gross margin was $(1.4) million for the three months ended June 30, 2021 compared to a gross margin of $(5.1) million for the three months ended June 30, 2020. The change was primarily driven by lower activity levels offset by fixed minimum levels of country overhead during the three months ended June 30, 2021. We had a 32.0 percent decrease in operating revenue during the three months ended June 30, 2021 compared to the three months ended June 30, 2020. Direct operating expenses decreased to $16.7 million during the three months ended June 30, 2021 as compared to $27.6 million during the three months ended June 30, 2020. This decrease in both operating revenue and expense was driven by lower activity levels.
Restructuring Charges For the three months ended June 30, 2021 and 2020, we incurred $0.2 million and $2.3 million in restructuring charges, respectively. During the three months ended June 30, 2021, we commenced a voluntary separation program at our local office in Argentina for which we incurred one-time severance charges for employees who were voluntarily terminated. Charges incurred during the three months ended June 30, 2020 primarily consisted of employee termination benefits that resulted from our reduction in staffing levels.
Other Operations
Results of our other operations, excluding corporate restructuring charges, corporate selling, general and administrative costs and corporate depreciation, are as follows:
Three Months Ended June 30,
(in thousands) 2021 2020 % Change
Operating revenues $ 11,818  $ 13,343  (11.4)
Direct operating expenses 15,865  7,906  100.7 
Gross margin (4,047) 5,437  (174.4)
Depreciation 357  293  21.8 
Research and development 179  (97.2)
Selling, general and administrative expense 261  309  (15.5)
Restructuring charges —  267  (100.0)
Operating income (loss) $ (4,670) $ 4,389  (206.4)

Gross Margin On October 1, 2019, we elected to utilize the Captive to insure the deductibles for our workers’ compensation, general liability and automobile liability claims programs. Direct operating costs consisted primarily of adjustments to accruals for estimated losses of $6.0 million and $1.1 million allocated to the Captive during the three months ended June 30, 2021 and 2020, respectively. The increase in estimated losses is primarily due to revised estimates of probable losses related to an open claim associated with an incident that occurred in the period covered by the Captive. Intercompany premium revenues recorded by the Captive during the three months ended June 30, 2021 and 2020 amounted to $9.4 million and $10.4 million, respectively, which were eliminated upon consolidation. 
Results of Operations for the Nine Months Ended June 30, 2021 and 2020
Consolidated Results of Operations
Net Loss We reported a loss from continuing operations of $257.9 million ($2.40 loss per diluted share) on operating revenues of $874.8 million for the nine months ended June 30, 2021 compared to a loss from continuing operations of $435.7 million ($4.05 loss per diluted share) on operating revenues of $1.6 billion for the nine months ended June 30, 2020. Included in the net loss for the nine months ended June 30, 2021 is income of $10.9 million ($0.10 per diluted share) from discontinued operations. Including discontinued operations, we recorded a net loss of $247.0 million ($2.30 loss per diluted share) for the nine months ended June 30, 2021 compared to a net loss of $435.5 million ($4.05 loss per diluted share) for the nine months ended June 30, 2020.
Research and Development For the nine months ended June 30, 2021 and 2020, we incurred $16.5 million and $16.7 million, respectively, of research and development expenses.
Selling, General and Administrative Expense Selling, general and administrative expenses decreased to $120.4 million during the nine months ended June 30, 2021 compared to $134.9 million during the nine months ended June 30, 2020. The $14.5 million decrease in fiscal year 2021 compared to the same period in fiscal year 2020 is primarily due to a lower number of personnel, partially offset by higher accrued variable compensation expense.
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Asset Impairment Charge During the nine months ended June 30, 2021, we undertook a plan to sell 71 Domestic non-super-spec rigs, all within our North America Solutions segment, the majority of which were previously decommissioned, written down and/or held as capital spares. This resulted in an impairment charge of $56.4 million ($43.3 million, net of tax, or $0.40 per diluted share), which is included in asset impairment charge on the Unaudited Condensed Consolidated Statement of Operations for the nine months ended June 30, 2021. Comparatively, during the nine months ended June 30, 2020, we recorded an asset impairment charge of $563.2 million ($438.6 million net of tax, or $5.21 per diluted share) resulting from impairment of several assets including rotational inventory, property, plant and equipment, and goodwill.
Restructuring Charges During the nine months ended June 30, 2021 and 2020, we incurred $3.9 million and $15.5 million, respectively, in restructuring charges. The charges incurred during the nine months ended June 30, 2021 included $0.9 million in one-time severance benefits paid to employees who were voluntarily or involuntarily terminated coupled with charges of $3.0 million related to the relocation of the Houston assembly facility and the downsizing of storage yard facilities. The charges incurred during the nine months ended June 30, 2020 were primarily comprised of $19.0 million in one-time severance benefits to employees who were voluntarily or involuntarily terminated, offset by a benefit of $3.5 million related to forfeitures and modifications of stock-based compensation awards.
Income Taxes We had an income tax benefit of $78.4 million for the nine months ended June 30, 2021 (which includes discrete tax benefits of approximately $1.9 million primarily related to a decrease in our deferred state income tax rate and equity compensation) compared to income tax benefit of $116.9 million (which includes discrete tax benefits of approximately $3.5 million primarily related to a decrease in our deferred state income tax rate, return to provision adjustments, and equity compensation) for the nine months ended June 30, 2020. Our statutory federal income tax rate for fiscal year 2021 is 21.0 percent (before incremental state and foreign taxes).
North America Solutions Operations Segment
Nine Months Ended June 30,
(in thousands, except operating statistics) 2021 2020 % Change
Operating revenues $ 733,061  $ 1,325,076  (44.7)
Direct operating expenses 549,322  832,229  (34.0)
Segment gross margin 183,739  492,847  (62.7)
Depreciation and amortization 297,238  336,098  (11.6)
Research and development 16,400  15,871  3.3 
Selling, general and administrative expense 37,223  42,798  (13.0)
Asset impairment charge 56,414  406,548  (86.1)
Restructuring charges 2,969  7,237  (59.0)
Segment operating loss $ (226,505) $ (315,705) (28.3)
Operating Statistics (1):
     
Average active rigs 102  157  (35.0)
Number of active rigs at the end of period 121  68  77.9 
Number of available rigs at the end of period 242  262  (7.6)
Reimbursements of "out-of-pocket" expenses $ 79,361  $ 164,540  (51.8)
(1)These operating metrics allow investors to analyze the various components of segment financial results in terms of activity, utilization and other key results. Management uses these metrics to analyze historical segment financial results and as the key inputs for forecasting and budgeting segment financial results. Beginning in the first quarter of fiscal year 2021, these operating metrics replaced previously used per day metrics. As a result, prior year comparative information is also provided above.
Segment Gross Margin The North America Solutions segment gross margin was $183.7 million for the nine months ended June 30, 2021 compared to $492.8 million in the same period of fiscal year 2020.  The decrease was primarily driven by lower activity levels, lower early termination revenue, lower average rig pricing, and higher rig recommissioning expenses. Revenues were $733.1 million and $1.3 billion in the nine months ended June 30, 2021 and 2020, respectively. The decrease in operating revenue is primarily due to the factors mentioned above. Included in revenues for the nine months ended June 30, 2021 is early termination revenue associated with term contracts of $5.8 million compared to $57.1 million during the same period of fiscal year 2020. 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 (except in limited circumstances including sustained unsatisfactory performance by us). Direct operating expenses decreased to $549.3 million during the nine months ended June 30, 2021 as compared to $832.2 million during the nine months ended June 30, 2020 primarily due to the factors mentioned above.

Depreciation Depreciation decreased to $297.2 million during the nine months ended June 30, 2021 as compared to $336.1 million during the nine months ended June 30, 2020. The decrease was primarily attributable to rig impairments during fiscal year 2020 and ongoing low levels of capital expenditures.
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Asset Impairment Charge During the nine months ended June 30, 2021, we undertook a plan to sell 71 Domestic non-super-spec rigs, all within our North America Solutions segment, the majority of which were previously decommissioned, written down and/or held as capital spares. This resulted in an impairment charge of $56.4 million ($43.3 million, net of tax, or $0.40 per diluted share), for the nine months ended June 30, 2021. Comparatively, during the nine months ended June 30, 2020, we recorded an impairment charge of $406.5 million ($314.9 million net of tax, or $3.76 per diluted share) resulting from our impairment of our Domestic Conventional, FlexRig3, and FlexRig4 asset groups, in addition to our in-progress drilling equipment and rotational inventory.
Restructuring Charges During the nine months ended June 30, 2021 and 2020, we incurred $3.0 million and $7.2 million, respectively, in restructuring charges. The charges incurred during the nine months ended June 30, 2021 primarily included charges of $2.9 million related to the relocation of the Houston assembly facility and the downsizing of storage yard facilities. The charges incurred during the nine months ended June 30, 2020 were primarily comprised of $10.3 million in one-time severance benefits to employees who were voluntarily or involuntarily terminated, offset by a benefit of $3.0 million related to forfeitures and modifications of stock-based compensation awards.
Offshore Gulf of Mexico Operations Segment
  Nine Months Ended June 30,
(in thousands, except operating statistics) 2021 2020 % Change
Operating revenues $ 94,911  $ 110,828  (14.4)
Direct operating expenses 73,452  91,660  (19.9)
Segment gross margin 21,459  19,168  12.0 
Depreciation 8,137  8,591  (5.3)
Selling, general and administrative expense 1,895  3,293  (42.5)
Restructuring charges —  1,262  (100.0)
Segment operating income $ 11,427  $ 6,022  89.8 
Operating Statistics (1):
        
Average active rigs (20.0)
Number of active rigs at the end of period (20.0)
Number of available rigs at the end of period (12.5)
Reimbursements of "out-of-pocket" expenses $ 21,403  $ 24,888  (14.0)
(1)These operating metrics allow investors to analyze the various components of segment financial results in terms of activity, utilization and other key results. Management uses these metrics to analyze historical segment financial results and as the key inputs for forecasting and budgeting segment financial results. Beginning in the first quarter of fiscal year 2021, these operating metrics replaced previously used per day metrics. As a result, prior year comparative information is also provided above.
Segment Gross Margin During the nine months ended June 30, 2021, the Offshore Gulf of Mexico segment gross margin was $21.5 million compared to a gross margin of $19.2 million for the nine months ended June 30, 2020. This increase was driven by the absence of $3.7 million of bad debt expense that was incurred during the nine months ended June 30, 2020. We had a 14.4 percent decrease in operating revenue during the nine months ended June 30, 2021 compared to the nine months ended June 30, 2020. The decrease in operating revenue is primarily due to lower activity levels partially offset by the mix of rigs working as compared to being on standby or mobilization rates. Direct operating expenses decreased to $73.5 million during the nine months ended June 30, 2021 as compared to $91.7 million during the nine months ended June 30, 2020. The decrease was primarily driven by the factors described above.
Restructuring Charges We did not incur any restructuring charges during the nine months ended June 30, 2021. During the nine months ended June 30, 2020, we incurred $1.3 million in restructuring charges. Charges incurred during the nine months ended June 30, 2020 primarily consisted of employee termination benefits that resulted from our reduction in staffing levels.
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International Solutions Operations Segment
Nine Months Ended June 30,
(in thousands, except operating statistics) 2021 2020 % Change
Operating revenues $ 40,609  $ 120,189  (66.2)
Direct operating expenses 50,931  99,634  (48.9)
Segment gross margin (10,322) 20,555  (150.2)
Depreciation 1,361  16,634  (91.8)
Selling, general and administrative expense 3,463  3,832  (9.6)
Asset impairment charge —  156,686  (100.0)
Restructuring charges 207  2,297  (91.0)
Segment operating loss $ (15,353) $ (158,894) (90.3)
Operating Statistics (1):
     
Average active rigs 15  (66.7)
Number of active rigs at the end of period (25.0)
Number of available rigs at the end of period 32  32  — 
Reimbursements of "out-of-pocket" expenses $ 5,324  $ 6,875  (22.6)
(1)These operating metrics allow investors to analyze the various components of segment financial results in terms of activity, utilization and other key results. Management uses these metrics to analyze historical segment financial results and as the key inputs for forecasting and budgeting segment financial results. Beginning in the first quarter of fiscal year 2021, these operating metrics replaced previously used per day metrics. As a result, prior year comparative information is also provided above.
Segment Gross Margin The International Solutions segment gross margin was $(10.3) million for the nine months ended June 30, 2021 compared to a gross margin of $20.6 million for the nine months ended June 30, 2020. The change was primarily driven by lower activity levels coupled with fixed minimum levels of country overhead during the nine months ended June 30, 2021. We had a 66.2 percent decrease in operating revenue during the nine months ended June 30, 2021 compared to the nine months ended June 30, 2020. The decrease in operating revenue is primarily due to lower activity levels. Direct operating expenses decreased to $50.9 million during the nine months ended June 30, 2021 as compared to $99.6 million during the nine months ended June 30, 2020 and was driven by the factors described above.
Asset Impairment Charge During the nine months ended June 30, 2021, we recorded no impairment charges, compared to an impairment charge of $156.7 million ($123.8 million net of tax, or $1.45 per diluted share) for the nine months ended June 30, 2020.
Restructuring Charges For the nine months ended June 30, 2021 and 2020, we incurred $0.2 million and $2.3 million in restructuring charges, respectively. During the nine months ended June 30, 2021, we commenced a voluntary separation program at our local office in Argentina for which we incurred one-time severance charges for employees who were voluntarily terminated. Charges incurred during the nine months ended June 30, 2020 primarily consisted of employee termination benefits that resulted from our reduction in staffing levels.
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Other Operations
Results of our other operations, excluding corporate restructuring charges, corporate selling, general and administrative costs and corporate depreciation, are as follows:
Nine Months Ended June 30,
(in thousands) 2021 2020 % Change
Operating revenues $ 31,361  $ 38,494  (18.5)
Direct operating expenses 30,837  31,960  (3.5)
Gross margin 524  6,534  (92.0)
Depreciation 1,075  908  18.4 
Research and development 127  859  (85.2)
Selling, general and administrative expense 953  796  19.7 
Restructuring charges —  267  (100.0)
Operating income (loss) $ (1,631) $ 3,704  (144.0)
Gross Margin On October 1, 2019, we elected to utilize the Captive to insure the deductibles for our workers’ compensation, general liability and automobile liability claims programs. Direct operating costs consisted primarily of adjustments to accruals for estimated losses of $8.8 million and $15.8 million allocated to the Captive during the nine months ended June 30, 2021 and 2020, respectively. The decrease in estimated losses is primarily due to actuarial valuation adjustments by our third-party actuary as well as lower activity levels. Intercompany premium revenues recorded by the Captive during the nine months ended June 30, 2021 and 2020 amounted to $25.2 million and $28.9 million, respectively, which were eliminated upon consolidation. 
Liquidity and Capital Resources
Sources of Liquidity
Our sources of available liquidity include existing cash balances on hand, cash flows from operations, and availability under the 2018 Credit Facility. Our liquidity requirements include meeting ongoing working capital needs, funding our capital expenditure projects, paying dividends declared, and repaying our outstanding indebtedness. Historically, we have financed operations primarily through internally generated cash flows. During periods when internally generated cash flows are not sufficient to meet liquidity needs, we may utilize cash on hand, borrow from available credit sources, access capital markets or sell our investments.  Likewise, if we are generating excess cash flows or have cash balances on hand beyond our near-term needs, we may invest in highly rated short‑term money market and debt securities. These investments can include U.S. Treasury securities, U.S. Agency issued debt securities, corporate bonds and commercial paper, certificates of deposit and money market funds.
We may seek to access the debt and equity capital markets from time to time to raise additional capital, increase liquidity as necessary, fund our additional purchases, exchange or redeem senior notes, or repay any amounts under the 2018 Credit Facility. Our ability to access the debt and equity capital markets depends on a number of factors, including our credit rating, market and industry conditions and market perceptions of our industry, general economic conditions, our revenue backlog and our capital expenditure commitments.
The effects of the COVID-19 outbreak and the oil price collapse in 2020 have had significant adverse consequences for general economic, financial and business conditions, as well as for our business and financial position and the business and financial position of our customers, suppliers and vendors and may, among other things, impact our ability to generate cash flows from operations, access the capital markets on acceptable terms or at all and affect our future need or ability to borrow under the 2018 Credit Facility. In addition to our potential sources of funding, the effects of such global events may impact our liquidity or need to alter our allocation or sources of capital, implement additional cost reduction measures and further change our financial strategy. Although the COVID-19 outbreak and the oil price collapse could have a broad range of effects on our sources and uses of liquidity, the ultimate effect thereon, if any, will depend on future developments, which cannot be predicted at this time.
Cash Flows
Our cash flows fluctuate depending on a number of factors, including, among others, the number of our drilling rigs under contract, the revenue we receive under those contracts, the efficiency with which we operate our drilling units, the timing of collections on outstanding accounts receivable, the timing of payments to our vendors for operating costs, and capital expenditures, all of which was impacted by the COVID-19 outbreak and the oil price collapse in 2020. As our revenues increase, operating net working capital is typically a use of capital, while conversely, as our revenues decrease, operating net working capital is typically a source of capital. To date, general inflationary trends have not had a material effect on our operating margins.
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As of June 30, 2021, we had $370.6 million of cash and cash equivalents on hand and $187.3 million of short-term investments. Our cash flows for the nine months ended June 30, 2021 and 2020 are presented below:
Nine Months Ended June 30,
(in thousands) 2021 2020
Net cash provided by (used in):    
Operating activities $ 89,821  $ 446,253 
Investing activities (119,752) (87,024)
Financing activities (84,944) (265,976)
Net increase (decrease) in cash and cash equivalents and restricted cash $ (114,875) $ 93,253 
Operating Activities
For the purpose of understanding the impact on our cash flows from operating activities, operating net working capital is calculated as current assets, excluding cash and cash equivalents, short-term investments, and assets held-for-sale, less current liabilities, excluding dividends payable, short-term debt and the current portion of long-term debt. Operating net working capital was $177.7 million as of June 30, 2021 compared to $194.2 million as of September 30, 2020. The sequential decrease in net working capital was primarily driven by the collection of a $32.1 million income tax receivable during the second quarter of fiscal year 2021, partially offset by activity-driven increases in other components of our operating net working capital. Included in accounts receivable as of June 30, 2021 was $23.1 million of income tax receivables. Cash flows provided by operating activities were approximately $89.8 million and $446.3 million for the nine months ended June 30, 2021 and 2020, respectively. The decrease in cash provided by operating activities is primarily driven by lower operating activity and lower pricing.
Investing Activities
Capital Expenditures Our capital expenditures during the nine months ended June 30, 2021 were $49.2 million compared to $121.0 million during the nine months ended June 30, 2020. The decrease is driven by lower maintenance capital expenditures as a result of lower activity.
Purchase of Investments Our net purchases of investments during the nine months ended June 30, 2021 were $97.4 million compared to net purchases of $12.3 million during the nine months ended June 30, 2020. The increase in purchases is attributable to our strategy to optimize our returns on investment.
Sale of Subsidiary In December 2019, we closed on the sale of a wholly-owned subsidiary of Helmerich & Payne International Drilling Co., TerraVici Drilling Solutions, Inc. ("TerraVici"). As a result of the sale, 100% of TerraVici's outstanding capital stock was transferred to the purchaser in exchange for approximately $15.1 million, resulting in a total gain on the sale of TerraVici of approximately $15.0 million.
Equity Securities As of June 30, 2021, our equity securities primarily consist of common shares in Schlumberger, Ltd. that, at the close of the third quarter of fiscal year 2021, had a fair value of $15.0 million. The value of our securities are subject to fluctuation in the market and may vary considerably over time. This investment is recorded at fair value on our Unaudited Condensed Consolidated Balance Sheets.
Financing Activities
Repurchase of Shares We have an evergreen authorization from the Board of Directors (the "Board") for the repurchase of up to four million common shares in any calendar year. The repurchases may be made using our cash and cash equivalents or other available sources. We had a $28.5 million cash outflow for repurchases of common shares during the nine months ended June 30, 2020. There were no purchases of common shares during the nine months ended June 30, 2021.
Dividends We paid dividends of $0.75 and $2.13 per share during the nine months ended June 30, 2021 and 2020, respectively. Total dividends paid were $81.8 million and $233.1 million during the nine months ended June 30, 2021 and 2020, respectively. A cash dividend of $0.25 per share was declared on June 2, 2021 for shareholders of record on August 17, 2021, payable on August 31, 2021. The declaration and amount of future dividends is at the discretion of the Board and subject to our financial condition, results of operations, cash flows, and other factors the Board deems relevant.
Credit Facilities
On November 13, 2018, we entered into a credit agreement by and among the Company, as borrower, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto, which was amended on November 13, 2019, providing for an unsecured revolving credit facility (as amended, the “2018 Credit Facility”), that was set to mature on November 13, 2024. On April 16, 2021, lenders with $680.0 million of commitments under the 2018 Credit Facility exercised their option to extend the maturity of the 2018 Credit Facility from November 13, 2024 to November 12, 2025. No other terms of the 2018 Credit Facility were amended in connection with this extension. The remaining $70.0 million of commitments under the 2018 Credit Facility will expire on November 13, 2024, unless extended by the applicable lender before such date.
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The 2018 Credit Facility has $750.0 million in aggregate availability with a maximum of $75.0 million available for use as letters of credit. As of June 30, 2021, there were no borrowings or letters of credit outstanding, leaving $750.0 million available to borrow under the 2018 Credit Facility. For a full description of the 2018 Credit Facility, see Note 8—Debt to the consolidated financial statements in our 2020 Annual Report on Form 10-K.
As of June 30, 2021, we had two outstanding letters of credit with banks, in the amounts of $24.8 million and $2.1 million, respectively. As of June 30, 2021, we also had a $20.0 million unsecured standalone line of credit facility, for the purpose of obtaining the issuance of international letters of credit, bank guarantees, and performance bonds. Of the $20.0 million, $1.8 million of financial guarantees were outstanding as of June 30, 2021. The applicable agreements for all unsecured debt contain additional terms, conditions and restrictions that we believe are usual and customary in unsecured debt arrangements for companies that are similar in size and credit quality. At June 30, 2021, we were in compliance with all debt covenants, and we anticipate that we will continue to be in compliance during the next quarter of fiscal year 2021.
Senior Notes
On December 20, 2018, we issued approximately $487.1 million in aggregate principal amount of 4.65 percent unsecured senior notes due 2025 (the "Company 2025 Notes"). Interest on the Company 2025 Notes is payable semi-annually on March 15 and September 15 of each year, commencing March 15, 2019. The debt issuance costs are being amortized straight-line over the stated life of the obligation, which approximates the effective interest method.
Future Cash Requirements
Our operating cash requirements, scheduled debt repayments, interest payments, any declared dividends, and estimated capital expenditures for fiscal year 2021 are expected to be funded through current cash and cash to be provided from operating activities. However, there can be no assurance that we will continue to generate cash flows at current levels.  If needed, we may decide to obtain additional funding from our $750.0 million 2018 Credit Facility. Our indebtedness under our unsecured senior notes totaled $487.1 million at June 30, 2021 and matures on March 19, 2025. 
As of June 30, 2021, we had a $584.6 million deferred tax liability on our Unaudited Condensed Consolidated Balance Sheets, primarily related to temporary differences between the financial and income tax basis of property, plant and equipment. Our levels of capital expenditures over the last several years have been subject to accelerated depreciation methods (including bonus depreciation) available under the Internal Revenue Code of 1986, as amended, enabling us to defer a portion of cash tax payments to future years. Future levels of capital expenditures and results of operations will determine the timing and amount of future cash tax payments. We expect to be able to meet any such obligations utilizing cash and investments on hand, as well as cash generated from ongoing operations.
The long-term debt to total capitalization ratio was 13.9 percent and 12.8 percent at June 30, 2021 and September 30, 2020, respectively. For additional information regarding debt agreements, refer to Note 6—Debt to the Unaudited Condensed Consolidated Financial Statements.
There were no other significant changes in our financial position since September 30, 2020.
Off-balance Sheet Arrangements
We have no off-balance sheet arrangements as that term is defined in Item 303(a)(4)(ii) of Regulation S-K. For information regarding our drilling contract backlog, see Item 2— “Management's Discussion and Analysis of Financial Condition and Results of Operations—Contract Backlog”.
Material Commitments
Material commitments as reported in our 2020 Annual Report on Form 10-K have not changed significantly at June 30, 2021, other than those disclosed in Note 13—Commitments and Contingencies to the Unaudited Condensed Consolidated Financial Statements.
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 2020 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 2—Summary of Significant Accounting Policies, Risks and Uncertainties to the Unaudited Condensed Consolidated 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 12—Fair Value Measurement of Financial Instruments to the Unaudited Condensed Consolidated 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 2020 Annual Report on Form 10-K filed with the SEC on November 20, 2020;
Note 6—Debt to the Unaudited Condensed Consolidated Financial Statements contained in Item 1 of Part I hereof with regard to interest rate risk which is incorporated herein by reference; and
Note 2—Summary of Significant Accounting Policies, Risks and Uncertainties to the Unaudited Condensed Consolidated Financial Statements contained in Item 1 of Part I hereof with regard to foreign currency exchange rate 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 June 30, 2021 at ensuring that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
There have been no material 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
See Note 13—Commitments and Contingencies to the Unaudited Condensed Consolidated Financial Statements for information regarding our legal proceedings.
Item 1A. RISK FACTORS 

There have been no material changes in the risk factors previously disclosed in Part 1, Item 1A— “Risk Factors” in our 2020 Annual Report on 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
3.1
3.2
31.1
31.2
32
101
Financial statements from the quarterly report on Form 10-Q of Helmerich & Payne, Inc. for the quarter ended June 30, 2021, filed on July 28, 2021, formatted in Inline Extensive Business Reporting Language (XBRL): (i) the Unaudited Condensed Consolidated Balance Sheets, (ii) the Unaudited Condensed Consolidated Statements of Operations, (iii) the Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) the Unaudited Condensed Consolidated Statements of Shareholders’ Equity, (v) the Unaudited Condensed Consolidated Statements of Cash Flows and (vi) the Notes to Unaudited Condensed Consolidated Financial Statements.
104 Cover Page Interactive Date File (formatted as Inline XBRL and contained in Exhibit 101).

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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: July 28, 2021 By: /S/ JOHN W. LINDSAY
John W. Lindsay
Director, President and Chief Executive Officer
Date: July 28, 2021 By: /S/ MARK W. SMITH
Mark W. Smith
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)

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Exhibit 31.1

CERTIFICATION
I, John W. Lindsay, certify that:
1.I have reviewed this report on Form 10-Q of Helmerich & Payne, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 28, 2021 /S/ JOHN W. LINDSAY
John W. Lindsay
Director, President and Chief Executive Officer



EXHIBIT 31.2

CERTIFICATION
I, Mark W. Smith, certify that:
1.I have reviewed this report on Form 10-Q of Helmerich & Payne, Inc.;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 28, 2021 /S/ MARK W. SMITH
  Mark W. Smith
Senior Vice President and Chief Financial Officer




EXHIBIT 32

Certification of CEO and CFO Pursuant to
18 U.S.C. Section 1350,
As Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Helmerich & Payne, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), John W. Lindsay, as Director, President and Chief Executive Officer of the Company, and Mark W. Smith, as Senior Vice President and Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge, that:
(1)    The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2)    The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
/S/ JOHN W. LINDSAY /S/ MARK W. SMITH
John W. Lindsay
Director, President and Chief Executive Officer
Mark W. Smith
Senior Vice President and Chief Financial Officer
July 28, 2021 July 28, 2021