GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION | GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION In March 2015, HPIDC, a wholly-owned subsidiary of the Company, issued senior unsecured notes in an aggregate principal amount of $500 million . In December 2018, the Company completed the Exchange Offer, pursuant to which $487.1 million aggregate principal amount of the HPIDC notes was exchanged for new senior unsecured notes of the Company in an equal aggregate principal amount (see Note 6—Debt). The $12.9 million of remaining HPIDC notes continue to be fully and unconditionally guaranteed by the Company. No subsidiaries of the Company currently guarantee such notes, subject to certain provisions that if any subsidiary guarantees certain other debt of HPIDC or the Company, then such subsidiary will provide a guarantee of the obligations under such notes. In connection with the Exchange Offer, HPIDC fully and unconditionally guaranteed the Company’s newly issued $487.1 million of notes. No other subsidiaries of the Company currently guarantee such notes, subject to certain provisions that if any subsidiary guarantees certain other debt of the Company, then such subsidiary will provide a guarantee of the obligations under such notes. In February 2019, approximately $487.0 million aggregate principal amount of such notes was subsequently exchanged in the Registered Exchange Offer for substantially identical new notes of the Company registered under the Securities Act. See Note 6 -–Debt to the Unaudited Condensed Consolidated Financial Statements for more information about the Registered Exchange Offer. In connection with the notes described above, we are providing the following unaudited condensed consolidating financial information in accordance with the SEC disclosure requirements, so that separate financial statements of HPIDC are not required to be filed. Each entity in the consolidating financial information follows the same accounting policies as described in the consolidated financial statements. Unaudited condensed consolidating financial information for HPIDC and the Company is shown in the tables below. CONDENSED CONSOLIDATING BALANCE SHEETS (Unaudited) June 30, 2019 (in thousands) Helmerich & Payne, Inc. (Guarantor) Helmerich & Payne International Drilling Co. (Issuer) Non-Guarantor Subsidiaries Eliminations Total Consolidated Assets Current assets: Cash and cash equivalents $ 94,354 $ 224,838 $ 15,583 $ — $ 334,775 Short-term investments — 44,071 1,677 — 45,748 Accounts receivable, net (291 ) 462,885 46,582 (993 ) 508,183 Inventories of materials and supplies, net — 118,530 31,596 — 150,126 Prepaid expenses and other 14,414 19,160 43,684 148 77,406 Total current assets 108,477 869,484 139,122 (845 ) 1,116,238 Investments 15,774 32,226 291 — 48,291 Property, plant and equipment, net 45,450 4,270,440 267,783 — 4,583,673 Intercompany receivables 299,182 1,959,592 522,577 (2,781,351 ) — Goodwill — — 67,902 — 67,902 Intangible assets, net — — 69,093 — 69,093 Other assets 318 6,471 5,393 — 12,182 Investment in subsidiaries 5,926,270 277,550 — (6,203,820 ) — Total assets $ 6,395,471 $ 7,415,763 $ 1,072,161 $ (8,986,016 ) $ 5,897,379 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 84,703 $ 45,946 $ 3,789 $ (361 ) $ 134,077 Accrued liabilities 25,190 205,630 26,113 (484 ) 256,449 Total current liabilities 109,893 251,576 29,902 (845 ) 390,526 Noncurrent liabilities: Long-term debt, net 482,962 8,689 — — 491,651 Deferred income taxes (4,273 ) 783,109 48,191 — 827,027 Intercompany payables 1,690,102 259,027 832,122 (2,781,251 ) — Other 21,733 47,537 9,220 — 78,490 Noncurrent liabilities - discontinued operations — — 14,631 — 14,631 Total noncurrent liabilities 2,190,524 1,098,362 904,164 (2,781,251 ) 1,411,799 Shareholders’ equity: Common stock 11,208 100 — (100 ) 11,208 Additional paid-in capital 501,585 52,437 1,040 (53,477 ) 501,585 Retained earnings 3,750,785 6,025,212 137,055 (6,162,267 ) 3,750,785 Accumulated other comprehensive income (loss) (16,085 ) (11,924 ) — 11,924 (16,085 ) Treasury stock, at cost (152,439 ) — — — (152,439 ) Total shareholders’ equity 4,095,054 6,065,825 138,095 (6,203,920 ) 4,095,054 Total liabilities and shareholders’ equity $ 6,395,471 $ 7,415,763 $ 1,072,161 $ (8,986,016 ) $ 5,897,379 September 30, 2018 (in thousands) Helmerich & Payne, Inc. (Guarantor) Helmerich & Payne International Drilling Co. (Issuer) Non-Guarantor Subsidiaries Eliminations Total Consolidated Assets Current assets: Cash and cash equivalents $ — $ 273,214 $ 11,141 $ — $ 284,355 Short-term investments — 41,461 — — 41,461 Accounts receivable, net (29 ) 499,644 65,859 (272 ) 565,202 Inventories of materials and supplies, net — 127,154 30,980 — 158,134 Prepaid expenses and other 20,783 10,649 35,539 (573 ) 66,398 Total current assets 20,754 952,122 143,519 (845 ) 1,115,550 Investments 16,200 82,496 — — 98,696 Property, plant and equipment, net 46,859 4,515,077 295,446 — 4,857,382 Intercompany receivables 161,532 2,024,652 294,206 (2,480,390 ) — Goodwill — — 64,777 — 64,777 Intangible assets, net — — 73,207 — 73,207 Other assets 268 907 4,080 — 5,255 Investment in subsidiaries 5,981,197 172,513 — (6,153,710 ) — Total assets $ 6,226,810 $ 7,747,767 $ 875,235 $ (8,634,945 ) $ 6,214,867 Liabilities and Shareholders' Equity Current liabilities: Accounts payable $ 83,819 $ 43,626 $ 5,483 $ (264 ) $ 132,664 Accrued liabilities 43,449 164,542 37,093 (580 ) 244,504 Total current liabilities 127,268 208,168 42,576 (844 ) 377,168 Noncurrent liabilities: Long-term debt, net — 493,968 — — 493,968 Deferred income taxes (7,112 ) 834,714 25,534 — 853,136 Intercompany payables 1,701,694 178,759 599,837 (2,480,290 ) — Other 22,225 48,836 22,545 — 93,606 Noncurrent liabilities - discontinued operations — — 14,254 — 14,254 Total noncurrent liabilities 1,716,807 1,556,277 662,170 (2,480,290 ) 1,454,964 Shareholders’ equity: Common stock 11,201 100 — (100 ) 11,201 Additional paid-in capital 500,393 52,437 1,040 (53,477 ) 500,393 Retained earnings 4,027,779 5,910,955 169,449 (6,080,404 ) 4,027,779 Accumulated other comprehensive income 16,550 19,830 — (19,830 ) 16,550 Treasury stock, at cost (173,188 ) — — — (173,188 ) Total shareholders’ equity 4,382,735 5,983,322 170,489 (6,153,811 ) 4,382,735 Total liabilities and shareholders’ equity $ 6,226,810 $ 7,747,767 $ 875,235 $ (8,634,945 ) $ 6,214,867 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended June 30, 2019 (in thousands) Helmerich & Payne, Inc. (Guarantor) Helmerich & Payne International Drilling Co. (Issuer) Non-Guarantor Subsidiaries Eliminations Total Consolidated Operating revenue $ — $ 633,284 $ 58,870 $ (4,180 ) $ 687,974 Operating costs and other 2,942 780,880 76,383 (4,357 ) 855,848 Operating loss from continuing operations (2,942 ) (147,596 ) (17,513 ) 177 (167,874 ) Other income (expense), net (35 ) (12,639 ) 330 (177 ) (12,521 ) Interest expense (6,083 ) (132 ) (42 ) — (6,257 ) Equity in net loss of subsidiaries (145,440 ) (3,417 ) — 148,857 — Loss from continuing operations before income taxes (154,500 ) (163,784 ) (17,225 ) 148,857 (186,652 ) Income tax (benefit) provision 183 (43,271 ) 11,057 — (32,031 ) Loss from continuing operations (154,683 ) (120,513 ) (28,282 ) 148,857 (154,621 ) Income from discontinued operations before income taxes — — 7,244 — 7,244 Income tax provision — — 7,306 — 7,306 Loss from discontinued operations — — (62 ) — (62 ) Net loss $ (154,683 ) $ (120,513 ) $ (28,344 ) $ 148,857 $ (154,683 ) Three Months Ended June 30, 2018 as adjusted (Note 2) (in thousands) Helmerich & Payne, Inc. (Guarantor) Helmerich & Payne International Drilling Co. (Issuer) Non-Guarantor Subsidiaries Eliminations Total Consolidated Operating revenue $ — $ 574,252 $ 74,647 $ (27 ) $ 648,872 Operating costs and other 4,151 557,994 80,639 (218 ) 642,566 Operating income (loss) from continuing operations (4,151 ) 16,258 (5,992 ) 191 6,306 Other income (expense), net 107 1,854 278 (191 ) 2,048 Interest expense (108 ) (5,117 ) (768 ) — (5,993 ) Equity in net loss of subsidiaries (4,883 ) (2,093 ) — 6,976 — Income (loss) from continuing operations before income taxes (9,035 ) 10,902 (6,482 ) 6,976 2,361 Income tax provision (benefit) (1,027 ) 17,384 (5,822 ) — 10,535 Loss from continuing operations (8,008 ) (6,482 ) (660 ) 6,976 (8,174 ) Income from discontinued operations before income taxes — — 8,383 — 8,383 Income tax provision — — 8,217 — 8,217 Income from discontinued operations — — 166 — 166 Net loss $ (8,008 ) $ (6,482 ) $ (494 ) $ 6,976 $ (8,008 ) Nine Months Ended June 30, 2019 (in thousands) Helmerich & Payne, Inc. (Guarantor) Helmerich & Payne International Drilling Co. (Issuer) Non-Guarantor Subsidiaries Eliminations Total Consolidated Operating revenue $ — $ 1,951,221 $ 202,447 $ (4,228 ) $ 2,149,440 Operating costs and other 8,526 1,937,425 226,824 (4,896 ) 2,167,879 Operating income (loss) from continuing operations (8,526 ) 13,796 (24,377 ) 668 (18,439 ) Other income (expense), net (77 ) (45,275 ) 1,602 (668 ) (44,418 ) Interest income (expense) (13,202 ) (4,844 ) 901 — (17,145 ) Equity in net income (loss) of subsidiaries (55,331 ) 6,254 — 49,077 — Loss from continuing operations before income taxes (77,136 ) (30,069 ) (21,874 ) 49,077 (80,002 ) Income tax (benefit) provision (2,303 ) (11,884 ) 8,585 — (5,602 ) Loss from continuing operations (74,833 ) (18,185 ) (30,459 ) 49,077 (74,400 ) Income from discontinued operations before income taxes — — 22,798 — 22,798 Income tax provision — — 23,231 — 23,231 Loss from discontinued operations — — (433 ) — (433 ) Net loss $ (74,833 ) $ (18,185 ) $ (30,892 ) $ 49,077 $ (74,833 ) Nine Months Ended June 30, 2018 as adjusted (Note 2) (in thousands) Helmerich & Payne, Inc. (Guarantor) Helmerich & Payne International Drilling Co. (Issuer) Non-Guarantor Subsidiaries Eliminations Total Consolidated Operating revenue $ — $ 1,584,970 $ 205,537 $ (64 ) $ 1,790,443 Operating costs and other 12,360 1,542,815 227,186 (669 ) 1,781,692 Operating income (loss) from continuing operations (12,360 ) 42,155 (21,649 ) 605 8,751 Other income, net 210 5,226 1,019 (605 ) 5,850 Interest expense (274 ) (15,368 ) (2,152 ) — (17,794 ) Equity in net income of subsidiaries 494,574 3,191 — (497,765 ) — Income (loss) from continuing operations before income taxes 482,150 35,204 (22,782 ) (497,765 ) (3,193 ) Income tax (benefit) provision 1,931 (459,571 ) (36,388 ) — (494,028 ) Income from continuing operations 480,219 494,775 13,606 (497,765 ) 490,835 Income from discontinued operations before income taxes — — 9,127 — 9,127 Income tax provision — — 19,743 — 19,743 Loss from discontinued operations — — (10,616 ) — (10,616 ) Net income $ 480,219 $ 494,775 $ 2,990 $ (497,765 ) $ 480,219 CONDENSED CONSOLIDATING STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) Three Months Ended June 30, 2019 (in thousands) Helmerich & Payne, Inc. (Guarantor) Helmerich & Payne International Drilling Co. (Issuer) Non-Guarantor Subsidiaries Eliminations Total Consolidated Net loss $ (154,683 ) $ (120,513 ) $ (28,344 ) $ 148,857 $ (154,683 ) Other comprehensive income, net of income taxes: Minimum pension liability adjustments, net 78 148 — — 226 Other comprehensive income 78 148 — — 226 Comprehensive loss $ (154,605 ) $ (120,365 ) $ (28,344 ) $ 148,857 $ (154,457 ) Three Months Ended June 30, 2018 (in thousands) Helmerich & Payne, Inc. (Guarantor) Helmerich & Payne International Drilling Co. (Issuer) Non-Guarantor Subsidiaries Eliminations Total Consolidated Net loss $ (8,008 ) $ (6,482 ) $ (494 ) $ 6,976 $ (8,008 ) Other comprehensive income, net of income taxes: Unrealized depreciation on securities, net — 13,826 — — 13,826 Minimum pension liability adjustments, net 101 236 — — 337 Other comprehensive income $ 101 $ 14,062 $ — $ — $ 14,163 Comprehensive income (loss) $ (7,907 ) $ 7,580 $ (494 ) $ 6,976 $ 6,155 Nine Months Ended June 30, 2019 (in thousands) Helmerich & Payne, Inc. (Guarantor) Helmerich & Payne International Drilling Co. (Issuer) Non-Guarantor Subsidiaries Eliminations Total Consolidated Net loss $ (74,833 ) $ (18,185 ) $ (30,892 ) $ 49,077 $ (74,833 ) Other comprehensive income, net of income taxes: Minimum pension liability adjustments, net 233 442 — — 675 Other comprehensive income 233 442 — — 675 Comprehensive loss $ (74,600 ) $ (17,743 ) $ (30,892 ) $ 49,077 $ (74,158 ) Nine Months Ended June 30, 2018 (in thousands) Helmerich & Payne, Inc. (Guarantor) Helmerich & Payne International Drilling Co. (Issuer) Non-Guarantor Subsidiaries Eliminations Total Consolidated Net income $ 480,219 $ 494,775 $ 2,990 $ (497,765 ) $ 480,219 Other comprehensive income, net of income taxes: Unrealized appreciation on securities, net — 5,657 — — 5,657 Minimum pension liability adjustments, net 295 690 — — 985 Other comprehensive income 295 6,347 — — 6,642 Comprehensive income $ 480,514 $ 501,122 $ 2,990 $ (497,765 ) $ 486,861 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended June 30, 2019 (in thousands) Helmerich & Payne, Inc. (Guarantor) Helmerich & Payne International Drilling Co. (Issuer) Non-Guarantor Subsidiaries Eliminations Total Consolidated Net cash provided by (used in) operating activities $ (15,599 ) $ 657,016 $ 17,954 $ — $ 659,371 Cash flows from investing activities: Capital expenditures (7,355 ) (389,615 ) (6,600 ) — (403,570 ) Purchase of short-term investments — (70,175 ) (1,677 ) — (71,852 ) Payment for acquisition of business, net of cash acquired (2,781 ) — — — (2,781 ) Proceeds from sale of short-term investments — 68,015 — — 68,015 Intercompany transfers 7,355 (7,355 ) — — — Proceeds from asset sales 6 32,585 3,636 — 36,227 Net cash used in investing activities (2,775 ) (366,545 ) (4,641 ) — (373,961 ) Cash flows from financing activities: Intercompany transfers 235,058 (235,058 ) — — — Dividends paid (235,058 ) — — — (235,058 ) Debt issuance costs paid (3,912 ) — — — (3,912 ) Payments for employee taxes on net settlement of equity awards (6,420 ) — — — (6,420 ) Proceeds from stock option exercises 2,901 — — — 2,901 Other intercompany transfers 111,339 (103,788 ) (7,551 ) — — Net cash provided by (used in) financing activities 103,908 (338,846 ) (7,551 ) — (242,489 ) Net increase (decrease) in cash and cash equivalents and restricted cash 85,534 (48,375 ) 5,762 — 42,921 Cash and cash equivalents and restricted cash, beginning of period 6,037 273,214 46,934 — 326,185 Cash and cash equivalents and restricted cash, end of period $ 91,571 $ 224,839 $ 52,696 $ — $ 369,106 Nine Months Ended June 30, 2018 as adjusted (Note 2) (in thousands) Helmerich & Payne, Inc. (Guarantor) Helmerich & Payne International Drilling Co. (Issuer) Non-Guarantor Subsidiaries Eliminations Total Consolidated Net cash provided by operating activities $ 1,914 $ 350,557 $ 18,957 $ — $ 371,428 Cash flows from investing activities: Capital expenditures (8,725 ) (306,278 ) (7,655 ) — (322,658 ) Purchase of short-term investments — (52,159 ) — — (52,159 ) Payment for acquisition of business, net cash acquired (47,886 ) — — — (47,886 ) Proceeds from sale of short-term investments — 52,470 — — 52,470 Intercompany transfers 56,611 (56,611 ) — — — Proceeds from asset sales — 26,737 1,312 — 28,049 Net cash used in investing activities — (335,841 ) (6,343 ) — (342,184 ) Cash flows from financing activities: Intercompany transfers 230,368 (230,368 ) — — — Dividends paid (230,368 ) — — — (230,368 ) Payments for employee taxes on net settlement of equity awards (5,978 ) — — — (5,978 ) Proceeds from stock option exercises 5,160 — — — 5,160 Payment of contingent consideration from acquisition of business — — (10,625 ) — (10,625 ) Net cash used in financing activities (818 ) (230,368 ) (10,625 ) — (241,811 ) Net increase (decrease) in cash and cash equivalents and restricted cash 1,096 (215,652 ) 1,989 — (212,567 ) Cash and cash equivalents and restricted cash, beginning of period 9,385 507,504 43,620 — 560,509 Cash and cash equivalents and restricted cash, end of period $ 10,481 $ 291,852 $ 45,609 $ — $ 347,942 |