Helmerich & Payne (NYSE: HP) reports Q3 profit with $236M adjusted EBITDA
Rhea-AI Filing Summary
Helmerich & Payne, Inc. reported fiscal third‑quarter 2026 consolidated revenue of $1.035 billion and net income attributable to the company of $76 million, or $0.74 per share, driven in part by an approximately $115 million gain on the sale of Utica Square. Excluding select items, it recorded an adjusted net loss of $(10) million, or $(0.11) per share, and consolidated adjusted EBITDA of $236 million.
North America Solutions generated operating income of $140 million and direct margin of $241 million, averaging 142 active rigs. International Solutions posted an operating loss of approximately $(54) million with $31 million of direct margin and 65 rigs working, while Offshore Solutions delivered about $17 million of operating income and $29 million of direct margin.
Management issued fourth‑quarter 2026 guidance including North America Solutions direct margin of $245–$255 million on 145–151 average rigs, International Solutions direct margin of $25–$45 million on 60–70 rigs, and Offshore Solutions direct margin of $26–$30 million. Full‑year 2026 gross capital expenditures are projected at $270–$310 million.
Positive
- Reported GAAP net income of $76 million, or $0.74 per share, and consolidated adjusted EBITDA of $236 million, compared with a GAAP net loss in the prior quarter.
- North America Solutions delivered segment operating income of $140 million and direct margin of $241 million, both higher than the previous quarter’s $111 million operating income and $215 million direct margin.
Negative
- Excluding select items, the company recorded an adjusted net loss of $10 million, or $(0.11) per share, and International Solutions reported an operating loss of approximately $(54) million for the quarter.
Filing Explained
As of June 30, 2026, the filing reports the company’s liquidity, debt position and debt repayment alongside dividends paid.
The August 5 Form 8-K furnishes the company’s fiscal third-quarter results and related financial condition information; its structural consequence for existing common holders is added visibility into liquidity, debt reduction and cash returned through dividends.
Form 8-K Item 2.02 is used here to furnish results of operations, so this filing records the reporting event and attached release rather than documenting a new ownership or issuance transaction. At
8-K Event Classification
2 items: 2.02, 9.01
2 items
Item 2.02
Results of Operations and Financial Condition
Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Consolidated revenue: $1.035 billion
Net income attributable to Helmerich & Payne, Inc.: $75,682 thousand
Adjusted net loss: $(9,880) thousand
+5 more
8 metrics
Consolidated revenue
$1.035 billion
Fiscal third quarter ended June 30, 2026
Net income attributable to Helmerich & Payne, Inc.
$75,682 thousand
Three months ended June 30, 2026
Adjusted net loss
$(9,880) thousand
Non-GAAP adjusted net loss for the three months ended June 30, 2026
Adjusted EBITDA
$236,066 thousand
Three months ended June 30, 2026
North America Solutions direct margin
$241,216 thousand
Three months ended June 30, 2026
International Solutions operating loss
$(54,428) thousand
Three months ended June 30, 2026
Net cash provided by operating activities
$372,678 thousand
Nine months ended June 30, 2026
Long-term debt, net
$1,855,257 thousand
As of June 30, 2026
Key Terms
Adjusted EBITDA, direct margin, involuntary conversion, select items, +1 more
5 terms
Adjusted EBITDA financial
"Consolidated adjusted EBITDA(2) totaled $236 million."
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
direct margin financial
"direct margin(3) of $241 million or $18,669 per day."
Direct margin measures the profit left from sales after subtracting the costs that can be traced directly to producing those goods or services — for example raw materials, production labor, and shipping. Think of it as the money remaining from the price a customer pays once the immediate costs of making and delivering the item are covered; investors use it to see how efficiently a company turns sales into cash before overhead and other indirect expenses.
involuntary conversion financial
"Gain on involuntary conversion | (13,581)"
An involuntary conversion occurs when an asset is lost, destroyed, stolen, condemned, or otherwise disposed of because of events beyond the owner’s control, and the owner receives cash or replacement property instead. It matters to investors because the receipt of insurance proceeds or forced sale proceeds can create a taxable gain and change a company’s reported assets, cash position, or future investment plans—think of it like an insured car being totaled and you getting a payout that may differ from what you originally paid.
select items financial
"excluding the impact of 'select items' which management defines"
super-spec rig technical
"supply and demand dynamics continue to evolve for the super-spec rig market"
Earnings Snapshot
Consolidated revenue: $1.035 billion · Guidance included
Quarter ended June 30, 2026
Consolidated revenue
$1.035 billion
Up from $932,362 thousand in the March 31, 2026 quarter.
Net income attributable to Helmerich & Payne, Inc.
$75,682 thousand
Improved from net loss of $58,609 thousand in the prior quarter.
Diluted EPS
$0.74
Versus $(0.59) diluted EPS in the March 31, 2026 quarter.
Adjusted net loss
$9,880 thousand
Narrowed from adjusted net loss of $38,231 thousand in the prior quarter.
Adjusted EBITDA
$236,066 thousand
Higher than $177,899 thousand in the March 31, 2026 quarter.
Guidance
For Q4 2026, management guided North America Solutions direct margin of $245–$255 million on 145–151 average rigs, International Solutions direct margin of $25–$45 million on 60–70 rigs, and Offshore Solutions direct margin of $26–$30 million.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What were Helmerich & Payne (HP)'s fiscal Q3 2026 revenue and earnings?
Helmerich & Payne reported $1.035 billion in consolidated revenue and net income attributable to the company of $76 million, or $0.74 per share. Adjusted for select items, results were an adjusted net loss of $(10) million, or $(0.11) per share.
How did HP's main segments perform in fiscal Q3 2026?
North America Solutions generated $140 million of operating income and $241 million of direct margin with 142 active rigs. International Solutions had a $(54) million operating loss and $31 million direct margin, while Offshore Solutions produced $17 million operating income and $29 million direct margin.
What guidance did Helmerich & Payne (HP) give for Q4 and FY 2026?
For Q4 2026, HP guided North America Solutions direct margin to $245–$255 million, International Solutions to $25–$45 million, and Offshore Solutions to $26–$30 million. Full‑year 2026 gross capital expenditures are projected at $270–$310 million.
What was HP's adjusted EBITDA in fiscal Q3 2026 and year-to-date?
Adjusted EBITDA for fiscal Q3 2026 was $236,066 thousand. For the nine months ended June 30, 2026, adjusted EBITDA totaled $644,374 thousand, compared with $709,375 thousand for the same period in 2025, reflecting lower year‑to‑date profitability.
What does HP's balance sheet look like as of June 30, 2026?
As of June 30, 2026, HP reported total assets of $6,286,774 thousand, cash and cash equivalents of $204,427 thousand, and long‑term debt, net, of $1,855,257 thousand. Total shareholders’ equity was $2,670,409 thousand, indicating a sizable equity base.
How much cash did Helmerich & Payne (HP) generate from operations in 2026 year-to-date?
For the nine months ended June 30, 2026, HP generated net cash provided by operating activities of $372,678 thousand. This cash flow was achieved despite net loss year‑to‑date and was supported by substantial depreciation, amortization, and non‑cash adjustments.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 5, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||
(Address of principal executive offices and zip code)
(918 ) 742-5531
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, 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 | ||||||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On August 5, 2026, Helmerich & Payne, Inc. issued a press release announcing its financial results for its third fiscal quarter ended June 30, 2026. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. This information is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
| Exhibit Number | DESCRIPTION | ||||
| 99.1 | Helmerich & Payne, Inc. earnings release dated August 5, 2026. | ||||
| 104 | Cover page Interactive Data File - the cover page XBRL tags are embedded within the inline XBRL document. | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HELMERICH & PAYNE, INC. | |||||||||||
| By: | /s/ William H. Gault | ||||||||||
| Name: | William H. Gault | ||||||||||
| Title: Date: | Corporate Secretary August 5, 2026 | ||||||||||
Exhibit 99.1 | |||||
NEWS RELEASE
August 5, 2026
HELMERICH & PAYNE, INC. ANNOUNCES FISCAL THIRD QUARTER RESULTS
Operating and Financial Highlights for the Quarter Ended June 30, 2026
•H&P announced consolidated revenue of $1.035 billion, reflecting strong sequential growth and solid execution across the portfolio.
•Consolidated net income attributable to Helmerich & Payne Inc. of $76 million, or $0.74 per share, which includes a gain of approximately $115 million related to the sale of Utica Square. Adjusted for this and other select items, adjusted losses(1) were $(10) million, or $(0.11) per share.
•Consolidated adjusted EBITDA(2) totaled $236 million.
•North America Solutions (NAS) reported operating income of $140 million and achieved industry-leading direct margin(3) of $241 million or $18,669 per day.
•During the quarter, we deployed 10 additional rigs in response to strong demand from private operators, while also growing daily margins by more than $1,000 sequentially.
•International Solutions reported an operating loss of approximately $(54) million and delivered approximately $31 million in direct margin(3).
•Experienced strong commercial momentum for our FlexRig® technology in Argentina, securing contracts for five additional rigs, including three rigs to be exported from the U.S. later this year.
•Offshore reported operating income of approximately $17 million and generated direct margin(3) of $29 million.
•Secured a four-year contract renewal for an operator in Norway, strengthening our offshore backlog to $3.6 billion, including firm and optional contract periods.
•Approximately $25 million was returned to shareholders through the Company’s ongoing dividend program.
Helmerich & Payne | 222 N. Detroit Ave. | Suite 1100
Tulsa, OK 74120 | 918.588.5190 | helmerichpayne.com
Page 2
News Release
August 5, 2026
Management Commentary
“H&P delivered strong financial and operational results during the quarter. We generated direct margins that exceeded the midpoint of guidance ranges in all segments as well as strong adjusted EBITDA and free cash flows.” said President and CEO Trey Adams. “Our performance reflects the disciplined execution of our teams and the strength of our diversified global portfolio.”
“While near-term market conditions remain fluid, particularly in the Middle East, underlying trends across our portfolio continue to improve. Recent geopolitical events continue to highlight the importance of energy security and reliable supply, reinforcing the need for continued investment in oil and gas development to help meet global energy demand. Against this backdrop, customer activity remains constructive, supporting demand for high-performance drilling solutions as the industry looks toward 2027."
“In North America Solutions, activity growth was primarily driven by increased drilling demand from private and smaller independent operators. While industry supply and demand dynamics continue to evolve for the super-spec rig market, current conditions continue to support strong utilization levels and solid margin performance. H&P is well equipped to quickly meet rising customer demand, benefiting from our industry leading scale, uniform fleet and reactivation costs.”
“Our International Solutions segment is building momentum across key markets as we leverage the advantages of our large homogeneous fleet and diversified footprint. In Argentina, we are putting additional rigs back to work, supported by development of the Vaca Muerta shale basin. Technology adoption remains strong, and we continue to see attractive growth opportunities driven by resource scale, improving infrastructure, and rising demand for super-spec drilling solutions, which are contributing to organic margin expansion across the segment. In the Middle East, we continued rig reactivations in Saudi Arabia while focusing on the safety of our people and maintaining continuity of operations across our core operating countries.”
“Our Offshore Solutions segment delivered another quarter of strong operational and financial results. This was driven by the achievement of several performance-related bonuses during the quarter. Offshore continues to provide stability and strategic value through its long‑term contract portfolio and strong free cash flow generation,” Adams continued.
Senior Vice President and CFO Todd Scruggs added, “In conjunction with our strong financial performance and improving market outlook, we are embarking on company-wide initiatives focused on increasing efficiency, reducing cost, simplifying our portfolio, and streamlining support functions. These actions are designed to enhance margins, strengthen free cash flow generation, and accelerate deleveraging. As we look ahead, we remain committed to balancing debt reduction, maintaining our base dividend, and investing with discipline to support growth opportunities, ensuring we are well positioned regardless of how market conditions evolve.”
“We are encouraged by the momentum across our business,” Adams concluded. “With our leading super‑
spec fleet, strong international presence, differentiated technology portfolio, and resilient offshore business, we believe H&P is positioned to create long-term value for shareholders. None of that would be possible without the commitment and expertise of our employees, whose focus on safety and operational excellence continues to drive our success.”
Page 3
News Release
August 5, 2026
Operating Segment Results for the Third Quarter of Fiscal Year 2026
North America Solutions: Realized operating income of $140 million, compared with $111 million in the previous quarter. Direct margin(3) increased to $241 million, versus $215 million the previous quarter. On a per-day basis direct margins averaged $18,669 with 142 rigs active for the third fiscal quarter.
International Solutions: Recorded an operating loss of approximately $(54) million, compared with a loss of approximately $(100) million in the prior quarter, which included a $26 million impairment. Direct margin(3) improved significantly totaling $31 million, up from $11 million last quarter. During the third quarter we had an average of 65 rigs working.
Offshore Solutions: Reported operating income of approximately $17 million, compared with $14 million in the previous quarter. Direct margin(3) was $29 million, up from $27 million last quarter, led by performance-related bonuses. We had three active rigs and 30 management contracts in operation during the quarter.
Select Items (4) Included in Net Income per Diluted Share
Third quarter of fiscal year 2026 net income of $0.74 per diluted share included a net impact of $0.85 per share in after-tax gains and losses comprised of the following:
•$0.88 of after-tax gain related to a real estate asset sale
•$0.10 of after-tax gain related to involuntary conversion
•$0.03 of non-cash after-tax gain related to the change in actuarial assumptions on estimated liabilities
•$(0.01) of non-cash after-tax loss related to impairment
•$(0.01) of after-tax loss related to restructuring charges
•$(0.01) of after-tax loss related to acquisition transaction and integration costs
•$(0.13) of non-cash after-tax loss related to investment securities
Second quarter of fiscal year 2026 net loss of $(0.59) per diluted share included a net impact of $(0.21) per share in after-tax losses comprised of the following:
•$0.11 of non-cash after-tax gain related to investment securities
•$(0.01) of after-tax loss related to International asset abandonment
•$(0.02) of after-tax loss related to transaction and integration costs
•$(0.03) of after-tax loss related to restructuring
•$(0.03) of non-cash after-tax loss related to the change in actuarial assumptions on estimated liabilities
•$(0.23) of non-cash after-tax loss related to impairment
Page 4
News Release
August 5, 2026
Operational Outlook for the Fourth Quarter of Fiscal Year 2026
The guidance below represents our expectations as of the date of this release.
| Guidance | 4Q’26 | FY’26 | ||||||
North America Solutions | ||||||||
Direct Margin ($M)3 | $245 - $255 | |||||||
| Average Rigs | 145 - 151 | 140 - 144 | ||||||
International Solutions | ||||||||
Direct Margin ($M)3 | $25 - $45 | |||||||
| Average Rigs | 60 – 70 | 60 – 66 | ||||||
Offshore Solutions | ||||||||
Direct Margin ($M)3 | $26 - $30 | $113 - $117 | ||||||
| Average Rigs / Mgmt. Cont. | 30 - 35 | 30 - 35 | ||||||
| Other | ||||||||
Direct Margin ($M)3 | $0 - $5 | |||||||
| Guidance | FY'26 | ||||
| Gross Capital Expenditures ($M) | $270 - $310 | ||||
| Depreciation | ~$700 | ||||
| Research and Development | ~$28 | ||||
| Selling, General & Administrative | $265 - $285 | ||||
| Cash Taxes | $150 - $180 | ||||
| Interest Expense | ~$100 | ||||
Page 5
News Release
August 5, 2026
Conference Call
A conference call will be held at 10 a.m. (ET), Thursday, August 6, 2026, with Trey Adams, President and CEO, Todd Scruggs, Senior Vice President and CFO, and other management team members to discuss the Company’s third quarter fiscal year 2026 results. Dial-in information for the conference call is (800)-715-9871 for domestic callers or (646)-307-1963 for international callers. The call access code is 8620792. Participants can listen to the live webcast of the conference call and access the accompanying earnings presentation by visiting our website at www.hpinc.com. Navigate to the “Investor Hub” section, click on “Events & Presentations,” and select the event to access the webcast and materials.
About Helmerich & Payne, Inc.
Founded in 1920, Helmerich & Payne, Inc. (H&P) (NYSE: HP) is committed to delivering industry leading levels of drilling productivity and reliability. H&P operates with the highest level of integrity, safety and innovation to deliver superior results for its customers and returns for shareholders. Through its subsidiaries, the Company designs, fabricates and operates high-performance drilling rigs in conventional and unconventional plays around the world. H&P also develops and implements advanced automation, directional drilling and survey management technologies. As of August 5, 2026, H&P's fleet includes 202 land rigs in the United States, 127 international land rigs and four offshore platform rigs, plus operating 30 offshore management contracts. For more information, see H&P online at www.hpinc.com.
Forward-Looking Statements
This release includes “forward-looking statements” within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, and such statements are based on current expectations and assumptions that are subject to risks and uncertainties. All statements other than statements of historical facts included in this release, including, without limitation, outlook for fiscal 2026, the Company’s business strategy, future financial position, operations outlook, future cash flow, future use of generated cash flow, dividend amounts and timing, amounts of any future dividends, investments, active rig count projections, projected costs and plans, objectives of management for future operations, contract terms, financing and funding, debt reduction plans, capex spending and budgets, outlook for domestic and international markets, future commodity prices, and future customer activity and relationships are forward-looking statements. For information regarding risks and uncertainties associated with the Company’s business, please refer to the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections and other disclosures in the Company’s SEC filings, including but not limited to its annual report on Form 10‑K and quarterly reports on Form 10‑Q. As a result of these factors, Helmerich & Payne, Inc.’s actual results may differ materially from those indicated or implied by such forward-looking statements. Investors are cautioned not to put undue reliance on such statements. We undertake no duty to publicly update or revise any forward-looking statements, whether as a result of new information, changes in internal estimates, expectations or otherwise, except as required under applicable securities laws.
Helmerich & Payne uses its Investor Relations website as a channel of distribution for material company information. Such information is routinely posted and accessible on its Investor Relations website at www.hpinc.com. Information on our website is not part of this release.
Note Regarding Trademarks. Helmerich & Payne, Inc. owns or has rights to the use of trademarks, service marks and trade names that it uses in conjunction with the operation of its business. Some of the trademarks that appear in this release or otherwise used by H&P include FlexRig and FlexRobotics, which may be registered or trademarked in the United States and other jurisdictions.
Page 6
News Release
August 5, 2026
(1) Adjusted net income, which is considered a non-GAAP metric, is defined as net income (loss), excluding the impact of 'select items' which management defines as certain items that do not reflect the ongoing performance of our core business operations. Adjusted net income is included as supplemental disclosure as management uses it to assess and understand current operational performance, especially in analyzing historical trends which are used in forecasting future period results. For this reason, we believe this measure will be useful information to investors. The presence of non-GAAP metrics is not intended to suggest that such measures should be considered as a substitute for certain GAAP metrics and, given that not all companies define adjusted net income the same way, this financial measure may not be comparable to similarly titled metrics disclosed by other companies. See Non-GAAP Measurements for a reconciliation of net income (loss) to adjusted net income.
(2) Adjusted EBITDA is considered to be a non-GAAP metric. Adjusted EBITDA is defined as net income (loss) before taxes, depreciation and amortization, gains and losses on asset sales, other income and expense - which includes interest income and interest expense, and excludes the impact of 'select items' which management defines as certain items that do not reflect the ongoing performance of our core business operations. Adjusted EBITDA is included as supplemental disclosure as management uses it to assess and understand current operational performance, especially in analyzing historical trends which are used in forecasting future period results. For this reason, we believe this measure will be useful information to investors. The presence of non-GAAP metrics is not intended to suggest that such measures should be considered as a substitute for certain GAAP metrics and, given that not all companies define Adjusted EBITDA the same way, this financial measure may not be comparable to similarly titled metrics disclosed by other companies. See Non-GAAP Measurements for a reconciliation of net income to Adjusted EBITDA.
(3) Direct margin, which is considered a non-GAAP metric, is defined as operating revenues (less reimbursements) less direct operating expenses (less reimbursements) and is included as a supplemental disclosure. We believe it is useful in assessing and understanding our current operational performance, especially in making comparisons over time. See Non-GAAP Measurements for a reconciliation of segment operating income (loss) to direct margin. Expected direct margin for the fourth quarter of fiscal 2026 is provided on a non-GAAP basis only because certain information necessary to calculate the most comparable GAAP measure is unavailable due to the uncertainty and inherent difficulty of predicting the occurrence and the future financial statement impact of certain items. Therefore, as a result of the uncertainty and variability of the nature and amount of future items and adjustments, which could be significant, we are unable to provide a reconciliation of expected direct margin to the most comparable GAAP measure without unreasonable effort.
(4) The adjusted measures excluding select items are considered non-GAAP metrics and are included as a supplemental disclosure as the Company believes identifying and excluding select items is useful in assessing and understanding current operational performance, especially in making comparisons over time involving previous and subsequent periods and/or forecasting future periods results. Select items are excluded as they are deemed to be outside the Company's core business operations. See Non-GAAP Measurements.
Contact: Kris Nicol
Vice President of Investor Relations
investor.relations@hpinc.com
Page 7
News Release
August 5, 2026
| HELMERICH & PAYNE, INC. | |||||||||||||||||||||||||||||
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
| (in thousands, except per share amounts) | June 30, | March 31, | June 30, | June 30, | June 30, | ||||||||||||||||||||||||
| 2026 | 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||
| OPERATING REVENUES | |||||||||||||||||||||||||||||
| Drilling services | $ | 986,882 | $ | 906,426 | $ | 1,037,876 | $ | 2,874,433 | $ | 2,724,883 | |||||||||||||||||||
| Other | 47,974 | 25,936 | 3,048 | 109,811 | 9,382 | ||||||||||||||||||||||||
| 1,034,856 | 932,362 | 1,040,924 | 2,984,244 | 2,734,265 | |||||||||||||||||||||||||
| OPERATING COSTS AND EXPENSES | |||||||||||||||||||||||||||||
| Drilling services operating expenses, excluding depreciation and amortization | 684,913 | 661,180 | 704,224 | 2,028,873 | 1,816,797 | ||||||||||||||||||||||||
| Other operating expenses | 44,489 | 24,799 | 31,059 | 100,548 | 35,700 | ||||||||||||||||||||||||
| Depreciation and amortization | 180,960 | 180,734 | 179,491 | 543,613 | 436,228 | ||||||||||||||||||||||||
| Research and development | 5,909 | 7,016 | 7,777 | 19,571 | 26,558 | ||||||||||||||||||||||||
| Selling, general and administrative | 65,849 | 71,080 | 65,506 | 207,373 | 209,407 | ||||||||||||||||||||||||
| Acquisition transaction and integration costs | 1,671 | 2,738 | 8,623 | 7,814 | 49,025 | ||||||||||||||||||||||||
| Asset impairment charges | 1,153 | 26,101 | 173,258 | 130,340 | 175,102 | ||||||||||||||||||||||||
| Restructuring charges | 1,362 | 2,882 | 4,681 | 5,835 | 4,681 | ||||||||||||||||||||||||
| Gain on involuntary conversion | (13,581) | — | — | (13,581) | — | ||||||||||||||||||||||||
| Gain on reimbursement of drilling equipment | (6,036) | (5,943) | (6,773) | (18,099) | (26,149) | ||||||||||||||||||||||||
| Other (gain) loss on sale of assets | (120,044) | (1,305) | 1,347 | (119,423) | 2,136 | ||||||||||||||||||||||||
| 846,645 | 969,282 | 1,169,193 | 2,892,864 | 2,729,485 | |||||||||||||||||||||||||
| OPERATING INCOME (LOSS) | 188,211 | (36,920) | (128,269) | 91,380 | 4,780 | ||||||||||||||||||||||||
| Other income (expense) | |||||||||||||||||||||||||||||
| Interest and dividend income | 2,280 | 2,155 | 2,856 | 7,193 | 31,854 | ||||||||||||||||||||||||
| Interest expense | (24,439) | (25,814) | (29,200) | (75,860) | (79,836) | ||||||||||||||||||||||||
| Gain (loss) on investment securities | (16,007) | 14,391 | (337) | (687) | 14,084 | ||||||||||||||||||||||||
| Foreign currency exchange gain (loss) | 1,885 | 2,952 | (9,216) | 4,864 | (16,137) | ||||||||||||||||||||||||
| Other | (1,411) | (3,327) | 31,258 | (6,664) | 33,214 | ||||||||||||||||||||||||
| (37,692) | (9,643) | (4,639) | (71,154) | (16,821) | |||||||||||||||||||||||||
| Income (loss) before income taxes | 150,519 | (46,563) | (132,908) | 20,226 | (12,041) | ||||||||||||||||||||||||
| Income tax expense | 72,362 | 9,298 | 28,991 | 92,861 | 92,100 | ||||||||||||||||||||||||
| NET INCOME (LOSS) | 78,157 | (55,861) | (161,899) | (72,635) | (104,141) | ||||||||||||||||||||||||
| Net income attributable to non-controlling interest | 2,475 | 2,748 | 859 | 6,998 | 2,191 | ||||||||||||||||||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO HELMERICH & PAYNE, INC. | $ | 75,682 | $ | (58,609) | $ | (162,758) | $ | (79,633) | $ | (106,332) | |||||||||||||||||||
| Earnings (loss) per share attributable to Helmerich & Payne, Inc.: | |||||||||||||||||||||||||||||
| Basic | $ | 0.74 | $ | (0.59) | $ | (1.64) | $ | (0.81) | $ | (1.08) | |||||||||||||||||||
| Diluted | $ | 0.74 | $ | (0.59) | $ | (1.64) | $ | (0.81) | $ | (1.08) | |||||||||||||||||||
| Weighted average shares outstanding: | |||||||||||||||||||||||||||||
| Basic | 99,931 | 99,878 | 99,422 | 99,783 | 99,214 | ||||||||||||||||||||||||
| Diluted | 100,030 | 99,878 | 99,422 | 99,783 | 99,214 | ||||||||||||||||||||||||
Page 8
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August 5, 2026
| HELMERICH & PAYNE, INC. | |||||||||||
| UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||||||
| June 30, | September 30, | ||||||||||
| (in thousands except share data and share amounts) | 2026 | 2025 | |||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | 204,427 | $ | 196,848 | |||||||
| Restricted cash | 33,552 | 27,412 | |||||||||
| Short-term investments | 26,960 | 21,496 | |||||||||
Accounts receivable, net of allowance of $21,162 and $19,647, respectively | 869,464 | 782,644 | |||||||||
| Inventories of materials and supplies, net | 325,803 | 324,326 | |||||||||
| Prepaid expenses and other, net | 97,592 | 97,518 | |||||||||
| Assets held-for-sale | 12,659 | 15,231 | |||||||||
| Total current assets | 1,570,457 | 1,465,475 | |||||||||
| Investments, net | 72,856 | 68,198 | |||||||||
| Property, plant and equipment, net | 3,865,332 | 4,313,074 | |||||||||
| Other Noncurrent Assets: | |||||||||||
| Goodwill | 182,425 | 182,854 | |||||||||
| Intangible assets, net | 423,633 | 485,540 | |||||||||
| Operating lease right-of-use assets | 109,250 | 123,598 | |||||||||
| Other assets, net | 62,821 | 66,999 | |||||||||
| Total other noncurrent assets | 778,129 | 858,991 | |||||||||
| Total assets | $ | 6,286,774 | $ | 6,705,738 | |||||||
| LIABILITIES & SHAREHOLDERS' EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 207,365 | $ | 217,923 | |||||||
| Dividends payable | 25,416 | 25,199 | |||||||||
| Accrued liabilities | 560,850 | 564,855 | |||||||||
| Current portion of long-term debt, net | 6,859 | 6,859 | |||||||||
| Total current liabilities | 800,490 | 814,836 | |||||||||
| Noncurrent Liabilities: | |||||||||||
| Long-term debt, net | 1,855,257 | 2,057,084 | |||||||||
| Deferred income taxes | 592,397 | 624,000 | |||||||||
| Retirement benefit obligation | 98,815 | 109,864 | |||||||||
| Other | 269,406 | 270,616 | |||||||||
| Total noncurrent liabilities | 2,815,875 | 3,061,564 | |||||||||
| Shareholders' Equity: | |||||||||||
Common stock, $0.10 par value, 160,000,000 shares authorized, 112,222,865 shares issued as of June 30, 2026 and September 30, 2025, and 99,935,617 and 99,446,577 shares outstanding as of June 30, 2026 and September 30, 2025, respectively | 11,222 | 11,222 | |||||||||
Preferred stock, no par value, 1,000,000 shares authorized, no shares issued | — | — | |||||||||
| Additional paid-in capital | 514,167 | 513,050 | |||||||||
| Retained earnings | 2,463,057 | 2,619,090 | |||||||||
| Accumulated other comprehensive income | 30,233 | 44,964 | |||||||||
Treasury stock, at cost, 12,287,248 shares and 12,776,288 shares as of June 30, 2026 and September 30, 2025, respectively | (444,588) | (463,536) | |||||||||
| Non-controlling interest | 96,318 | 104,548 | |||||||||
| Total shareholders’ equity | 2,670,409 | 2,829,338 | |||||||||
| Total liabilities and shareholders' equity | $ | 6,286,774 | $ | 6,705,738 | |||||||
Page 9
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August 5, 2026
| HELMERICH & PAYNE, INC. | |||||||||||
| UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||
| Nine Months Ended June 30, | |||||||||||
| (in thousands) | 2026 | 2025 | |||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net loss | $ | (72,635) | $ | (104,141) | |||||||
| Adjustments to reconcile net loss to net cash provided by operating activities: | |||||||||||
| Depreciation and amortization | 543,613 | 436,228 | |||||||||
| Asset impairment charge | 130,340 | 175,102 | |||||||||
| Amortization of debt discount and debt issuance costs | 4,230 | 4,799 | |||||||||
| Stock-based compensation | 28,013 | 22,837 | |||||||||
| Gain (loss) on investment securities | 687 | (14,084) | |||||||||
Gain on involuntary conversion | (13,581) | — | |||||||||
| Gain on reimbursement of drilling equipment | (18,099) | (26,149) | |||||||||
| Other (gain) loss on sale of assets | (119,423) | 2,136 | |||||||||
| Deferred income tax | (28,980) | (64,649) | |||||||||
| Other | (4,974) | 5,832 | |||||||||
| Changes in assets and liabilities | (76,513) | (101,911) | |||||||||
| Net cash provided by operating activities | 372,678 | 336,000 | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Capital expenditures | (200,198) | (362,232) | |||||||||
| Purchase of short-term investments | (49,640) | (111,678) | |||||||||
| Purchase of long-term investments | (2,239) | (2,055) | |||||||||
| Payment for acquisition of business, net of cash acquired | — | (1,838,852) | |||||||||
| Proceeds from sale of short-term investments | 42,542 | 373,028 | |||||||||
| Proceeds from sale of long-term investments | — | 31,990 | |||||||||
Insurance proceeds from involuntary conversion | 2,500 | 2,366 | |||||||||
| Proceeds from asset sales | 35,797 | 34,923 | |||||||||
| Proceeds from real estate asset sales | 127,667 | — | |||||||||
| Other | (686) | — | |||||||||
| Net cash used in investing activities | (44,257) | (1,872,510) | |||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
Dividends paid | (76,077) | (75,534) | |||||||||
| Distributions to non-controlling interests | (15,000) | (15,380) | |||||||||
| Proceeds from debt issuance | — | 400,000 | |||||||||
| Debt issuance costs | — | (2,629) | |||||||||
| Payments for employee taxes on net settlement of equity awards | (6,398) | (10,759) | |||||||||
| Payments on unsecured long-term debt | (200,000) | (73,000) | |||||||||
| Other | (5,145) | (2,044) | |||||||||
| Net cash provided by (used in) financing activities | (302,620) | 220,654 | |||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (12,393) | 14,322 | |||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 13,408 | (1,301,534) | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 225,900 | 1,528,660 | |||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 239,308 | $ | 227,126 | |||||||
Page 10
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August 5, 2026
| HELMERICH & PAYNE, INC. | |||||||||||||||||||||||||||||
| SEGMENT REPORTING | Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||
| June 30, | March 31, | June 30, | June 30, | June 30, | |||||||||||||||||||||||||
| (in thousands, except operating statistics) | 2026 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||
| NORTH AMERICA SOLUTIONS | |||||||||||||||||||||||||||||
| Operating revenues | $ | 562,902 | $ | 517,245 | $ | 592,214 | $ | 1,644,085 | $ | 1,790,053 | |||||||||||||||||||
| Direct operating expenses | 321,686 | 302,038 | 326,042 | 948,857 | 992,462 | ||||||||||||||||||||||||
| Depreciation and amortization | 83,214 | 82,955 | 88,078 | 250,413 | 263,565 | ||||||||||||||||||||||||
| Research and development | 6,015 | 7,115 | 7,617 | 19,538 | 26,560 | ||||||||||||||||||||||||
| Selling, general and administrative expense | 11,282 | 13,401 | 10,972 | 38,705 | 42,266 | ||||||||||||||||||||||||
| Acquisition transaction and integration costs | — | — | 7 | — | 41 | ||||||||||||||||||||||||
| Asset impairment charges | — | — | — | 97,922 | 1,507 | ||||||||||||||||||||||||
| Restructuring charges | 393 | 402 | 1,849 | 795 | 1,849 | ||||||||||||||||||||||||
| Segment operating income | $ | 140,312 | $ | 111,334 | $ | 157,649 | $ | 287,855 | $ | 461,803 | |||||||||||||||||||
Financial Data and Other Operating Statistics1: | |||||||||||||||||||||||||||||
Direct margin (Non-GAAP)2 | $ | 241,216 | $ | 215,207 | $ | 266,172 | $ | 695,228 | $ | 797,591 | |||||||||||||||||||
Revenue days3 | 12,921 | 12,208 | 13,400 | 38,255 | 40,523 | ||||||||||||||||||||||||
Average active rigs4 | 142 | 136 | 147 | 140 | 148 | ||||||||||||||||||||||||
Number of active rigs at the end of period5 | 147 | 137 | 141 | 147 | 141 | ||||||||||||||||||||||||
| Number of available rigs at the end of period | 202 | 203 | 224 | 202 | 224 | ||||||||||||||||||||||||
| Reimbursements of "out-of-pocket" expenses | $ | 68,280 | $ | 60,401 | $ | 73,268 | $ | 201,478 | $ | 219,302 | |||||||||||||||||||
| INTERNATIONAL SOLUTIONS | |||||||||||||||||||||||||||||
| Operating revenues | $ | 250,117 | $ | 218,321 | $ | 265,803 | $ | 702,726 | $ | 561,192 | |||||||||||||||||||
| Direct operating expenses | 219,064 | 206,826 | 231,695 | 631,463 | 507,106 | ||||||||||||||||||||||||
| Depreciation and amortization | 74,547 | 79,257 | 66,734 | 231,925 | 128,715 | ||||||||||||||||||||||||
| Selling, general and administrative expense | 9,097 | 4,249 | 5,014 | 17,491 | 12,268 | ||||||||||||||||||||||||
| Acquisition transaction and integration costs | 186 | 1,198 | 141 | 1,820 | 351 | ||||||||||||||||||||||||
| Asset impairment charges | 1,153 | 26,101 | 128,352 | 27,254 | 128,352 | ||||||||||||||||||||||||
| Restructuring charges | 498 | 302 | 380 | 2,118 | 380 | ||||||||||||||||||||||||
| Segment operating loss | $ | (54,428) | $ | (99,612) | $ | (166,513) | $ | (209,345) | $ | (215,980) | |||||||||||||||||||
Financial Data and Other Operating Statistics1: | |||||||||||||||||||||||||||||
Direct margin (Non-GAAP)2 | $ | 31,053 | $ | 11,495 | $ | 34,108 | $ | 71,263 | $ | 54,086 | |||||||||||||||||||
Revenue days3 | 5,950 | 5,492 | 6,573 | 16,886 | 14,460 | ||||||||||||||||||||||||
Average active rigs4 | 65 | 61 | 72 | 62 | 53 | ||||||||||||||||||||||||
Number of active rigs at the end of period5 | 66 | 64 | 69 | 66 | 69 | ||||||||||||||||||||||||
| Number of available rigs at the end of period | 127 | 130 | 137 | 127 | 137 | ||||||||||||||||||||||||
| Reimbursements of "out-of-pocket" expenses | $ | 11,985 | $ | 12,785 | $ | 10,736 | $ | 36,538 | $ | 21,325 | |||||||||||||||||||
| OFFSHORE SOLUTIONS | |||||||||||||||||||||||||||||
| Operating revenues | $ | 174,409 | $ | 171,378 | $ | 161,777 | $ | 534,069 | $ | 340,067 | |||||||||||||||||||
| Direct operating expenses | 145,191 | 144,495 | 139,004 | 446,966 | 284,569 | ||||||||||||||||||||||||
| Depreciation and amortization | 11,023 | 9,862 | 12,681 | 31,705 | 22,438 | ||||||||||||||||||||||||
| Selling, general and administrative expense | 1,337 | 2,654 | 1,294 | 5,035 | 3,322 | ||||||||||||||||||||||||
| Acquisition transaction and integration costs | — | 352 | — | 925 | 60 | ||||||||||||||||||||||||
| Asset impairment charges | — | — | — | 2,128 | — | ||||||||||||||||||||||||
| Restructuring charges | 58 | — | 29 | 58 | 29 | ||||||||||||||||||||||||
| Segment operating income | $ | 16,800 | $ | 14,015 | $ | 8,769 | $ | 47,252 | $ | 29,649 | |||||||||||||||||||
Financial Data and Other Operating Statistics1: | |||||||||||||||||||||||||||||
Direct margin (Non-GAAP)2 | $ | 29,218 | $ | 26,883 | $ | 22,773 | $ | 87,103 | $ | 55,498 | |||||||||||||||||||
Revenue days3 | 273 | 270 | 273 | 819 | 819 | ||||||||||||||||||||||||
Average active rigs4 | 3 | 3 | 3 | 3 | 3 | ||||||||||||||||||||||||
Number of active rigs at the end of period5 | 3 | 3 | 3 | 3 | 3 | ||||||||||||||||||||||||
| Number of available rigs at the end of period | 4 | 4 | 7 | 4 | 7 | ||||||||||||||||||||||||
| Reimbursements of "out-of-pocket" expenses | $ | 28,312 | $ | 27,575 | $ | 23,043 | $ | 95,551 | $ | 57,204 | |||||||||||||||||||
(1)These operating metrics and financial data, including average active rigs, are provided to 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.
(2)Direct margin, which is considered a non-GAAP metric, is defined as operating revenues less direct operating expenses and is included as a supplemental disclosure because we believe it is useful in assessing and understanding our current operational performance, especially in making comparisons over time. See — Non-GAAP Measurements below for a reconciliation of segment operating income (loss) to direct margin.
(3)Defined as the number of contractual days for owned and leased rigs with recognized revenue during the period.
(4)Active rigs generate revenue for the Company; accordingly, 'average active rigs' represents the average number of rigs generating revenue during the applicable time period. This metric is calculated by dividing revenue days by total days in the applicable period (i.e. 91 days for the three months ended June 30, 2026 and June 30, 2025, 90 days for the three months ended March 31, 2026 and 273 days for the nine months ended June 30, 2026 and June 30, 2025).
(5)Defined as the number of rigs generating revenue at the applicable end date of the time period.
Page 11
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Segment operating income (loss) for all segments is a non-GAAP financial measure of the Company’s performance, as it excludes gain on involuntary conversion, gain on reimbursement of drilling equipment, other gain (loss) on sale of assets, corporate selling, general and administrative costs, corporate depreciation, corporate acquisition transaction and integration costs, corporate asset impairment charges, and corporate restructuring charges. The Company considers segment operating income (loss) to be an important supplemental measure of operating performance for presenting trends in the Company’s core businesses. This measure is used by the Company to facilitate period-to-period comparisons in operating performance of the Company’s reportable segments in the aggregate by eliminating items that affect comparability between periods. The Company believes that segment operating income (loss) is useful to investors because it provides a means to evaluate the operating performance of the segments and the Company on an ongoing basis using criteria that are used by our internal decision makers. Additionally, it highlights operating trends and aids analytical comparisons. However, segment operating income (loss) has limitations and should not be used as an alternative to operating income or loss, a performance measure determined in accordance with GAAP, as it excludes certain costs that may affect the Company’s operating performance in future periods.
The following table reconciles operating income (loss) per the information above to income (loss) before income taxes as reported on the Unaudited Condensed Consolidated Statements of Operations:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
| June 30, | March 31, | June 30, | June 30, | June 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||
| Operating income (loss) | |||||||||||||||||||||||||||||
| North America Solutions | $ | 140,312 | $ | 111,334 | $ | 157,649 | $ | 287,855 | $ | 461,803 | |||||||||||||||||||
| International Solutions | (54,428) | (99,612) | (166,513) | (209,345) | (215,980) | ||||||||||||||||||||||||
| Offshore Solutions | 16,800 | 14,015 | 8,769 | 47,252 | 29,649 | ||||||||||||||||||||||||
| Other | 1,344 | (7,397) | (70,004) | (7,276) | (70,605) | ||||||||||||||||||||||||
| Eliminations | 1,528 | (2,507) | 6,114 | (1,774) | (2,247) | ||||||||||||||||||||||||
| Segment operating income (loss) | 105,556 | 15,833 | (63,985) | 116,712 | 202,620 | ||||||||||||||||||||||||
| Gain on involuntary conversion | 13,581 | — | — | 13,581 | — | ||||||||||||||||||||||||
| Gain on reimbursement of drilling equipment | 6,036 | 5,943 | 6,773 | 18,099 | 26,149 | ||||||||||||||||||||||||
| Other gain (loss) on sale of assets | 120,044 | 1,305 | (1,347) | 119,423 | (2,136) | ||||||||||||||||||||||||
Corporate selling, general and administrative costs, corporate depreciation, corporate acquisition transaction and integration costs, corporate asset impairment charges, and corporate restructuring charges | (57,006) | (60,001) | (69,710) | (176,435) | (221,853) | ||||||||||||||||||||||||
| Operating income (loss) | 188,211 | (36,920) | (128,269) | 91,380 | 4,780 | ||||||||||||||||||||||||
| Other expense | (37,692) | (9,643) | (4,639) | (71,154) | (16,821) | ||||||||||||||||||||||||
| Income (loss) before income taxes | $ | 150,519 | $ | (46,563) | $ | (132,908) | $ | 20,226 | $ | (12,041) | |||||||||||||||||||
Page 12
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NON-GAAP MEASUREMENTS
NON-GAAP RECONCILIATION OF SELECT ITEMS AND ADJUSTED NET LOSS(**)
Three Months Ended June 30, 2026 | |||||||||||||||||||||||
| (in thousands, except per share data) | Pretax | Tax Impact | Net | EPS | |||||||||||||||||||
| Net income attributable to Helmerich & Payne Inc. (GAAP basis) | $ | 75,682 | $ | 0.74 | |||||||||||||||||||
| (-) Gain related to a real estate asset sale | 114,788 | 26,057 | 88,731 | 0.88 | |||||||||||||||||||
| (-) Gain related to involuntary conversion | 13,581 | 3,083 | 10,498 | 0.10 | |||||||||||||||||||
| (-) Changes in actuarial assumptions on estimated liabilities | 3,666 | 832 | 2,834 | 0.03 | |||||||||||||||||||
| (-) Impairment expense | (1,153) | — | (1,153) | (0.01) | |||||||||||||||||||
| (-) Restructuring charges | (1,362) | (64) | (1,298) | (0.01) | |||||||||||||||||||
| (-) Acquisition transaction and integration costs | (1,671) | (378) | (1,293) | (0.01) | |||||||||||||||||||
| (-) Loss on investment security | (16,007) | (3,250) | (12,757) | (0.13) | |||||||||||||||||||
| Adjusted net loss (Non-GAAP) | $ | (9,880) | $ | (0.11) | |||||||||||||||||||
Three Months Ended March 31, 2026 | |||||||||||||||||||||||
| (in thousands, except per share data) | Pretax | Tax Impact | Net | EPS | |||||||||||||||||||
| Net loss attributable to Helmerich & Payne Inc. (GAAP basis) | $ | (58,609) | $ | (0.59) | |||||||||||||||||||
| (-) Gain on investment security | 14,391 | 3,267 | 11,124 | 0.11 | |||||||||||||||||||
| (-) International asset abandonment | (1,000) | — | (1,000) | (0.01) | |||||||||||||||||||
| (-) Acquisition transaction and integration costs | (2,738) | (300) | (2,438) | (0.02) | |||||||||||||||||||
| (-) Restructuring charges | (2,882) | (256) | (2,626) | (0.03) | |||||||||||||||||||
| (-) Changes in actuarial assumptions on estimated liabilities | (3,669) | (834) | (2,835) | (0.03) | |||||||||||||||||||
| (-) Impairment expense | (26,101) | (3,498) | (22,603) | (0.23) | |||||||||||||||||||
| Adjusted net loss (Non-GAAP) | $ | (38,231) | $ | (0.38) | |||||||||||||||||||
(**) The Company believes identifying and excluding select items is useful in assessing and understanding current operational performance, especially in making comparisons over time involving previous and subsequent periods and/or forecasting future period results. Select items are excluded as they are deemed to be outside of the Company's core business operations.
Page 13
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August 5, 2026
NON-GAAP RECONCILIATION OF DIRECT MARGIN
Direct margin is considered a non-GAAP metric. We define "direct margin" as operating revenues less direct operating expenses. Direct margin is included as a supplemental disclosure because we believe it is useful in assessing and understanding our current operational performance, especially in making comparisons over time. Direct margin is not a substitute for financial measures prepared in accordance with GAAP and should therefore be considered only as supplemental to such GAAP financial measures.
The following table reconciles direct margin to segment operating income (loss), which we believe is the financial measure calculated and presented in accordance with GAAP that is most directly comparable to direct margin.
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
| June 30, | March 31, | June 30, | June 30, | June 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||
| NORTH AMERICA SOLUTIONS | |||||||||||||||||||||||||||||
| Segment operating income | $ | 140,312 | $ | 111,334 | $ | 157,649 | $ | 287,855 | $ | 461,803 | |||||||||||||||||||
| Add back: | |||||||||||||||||||||||||||||
| Depreciation and amortization | 83,214 | 82,955 | 88,078 | 250,413 | 263,565 | ||||||||||||||||||||||||
| Research and development | 6,015 | 7,115 | 7,617 | 19,538 | 26,560 | ||||||||||||||||||||||||
| Selling, general and administrative expense | 11,282 | 13,401 | 10,972 | 38,705 | 42,266 | ||||||||||||||||||||||||
| Acquisition transaction and integration costs | — | — | 7 | — | 41 | ||||||||||||||||||||||||
| Asset impairment charge | — | — | — | 97,922 | 1,507 | ||||||||||||||||||||||||
| Restructuring charges | 393 | 402 | 1,849 | 795 | 1,849 | ||||||||||||||||||||||||
| Direct margin (Non-GAAP) | $ | 241,216 | $ | 215,207 | $ | 266,172 | $ | 695,228 | $ | 797,591 | |||||||||||||||||||
| INTERNATIONAL SOLUTIONS | |||||||||||||||||||||||||||||
| Segment operating loss | $ | (54,428) | $ | (99,612) | $ | (166,513) | $ | (209,345) | $ | (215,980) | |||||||||||||||||||
| Add back: | |||||||||||||||||||||||||||||
| Depreciation and amortization | 74,547 | 79,257 | 66,734 | 231,925 | 128,715 | ||||||||||||||||||||||||
| Selling, general and administrative expense | 9,097 | 4,249 | 5,014 | 17,491 | 12,268 | ||||||||||||||||||||||||
| Acquisition transaction and integration costs | 186 | 1,198 | 141 | 1,820 | 351 | ||||||||||||||||||||||||
| Asset impairment charge | 1,153 | 26,101 | 128,352 | 27,254 | 128,352 | ||||||||||||||||||||||||
| Restructuring charges | 498 | 302 | 380 | 2,118 | 380 | ||||||||||||||||||||||||
| Direct margin (Non-GAAP) | $ | 31,053 | $ | 11,495 | $ | 34,108 | $ | 71,263 | $ | 54,086 | |||||||||||||||||||
| OFFSHORE SOLUTIONS | |||||||||||||||||||||||||||||
| Segment operating income | $ | 16,800 | $ | 14,015 | $ | 8,769 | $ | 47,252 | $ | 29,649 | |||||||||||||||||||
| Add back: | |||||||||||||||||||||||||||||
| Depreciation and amortization | 11,023 | 9,862 | 12,681 | 31,705 | 22,438 | ||||||||||||||||||||||||
| Selling, general and administrative expense | 1,337 | 2,654 | 1,294 | 5,035 | 3,322 | ||||||||||||||||||||||||
| Acquisition transaction and integration costs | — | 352 | — | 925 | 60 | ||||||||||||||||||||||||
| Asset impairment charges | — | — | — | 2,128 | — | ||||||||||||||||||||||||
| Restructuring charges | 58 | — | 29 | 58 | 29 | ||||||||||||||||||||||||
| Direct margin (Non-GAAP) | $ | 29,218 | $ | 26,883 | $ | 22,773 | $ | 87,103 | $ | 55,498 | |||||||||||||||||||
Page 14
News Release
August 5, 2026
NON-GAAP RECONCILIATION OF ADJUSTED EBITDA
Adjusted EBITDA and 'Select Items' are considered to be non-GAAP metrics. Adjusted EBITDA is defined as net income (loss) before taxes, depreciation and amortization, gains and losses on asset sales, other income and expense - which includes interest income and interest expense, and excludes the impact of 'select items' which management defines as certain items that do not reflect the ongoing performance of our core business operations. These metrics are included as supplemental disclosures as management uses them to assess and understand current operational performance, especially in analyzing historical trends which are used in forecasting future period results. For this reason, we believe this measure will be useful information to investors. The presence of non-GAAP metrics is not intended to suggest that such measures should be considered as a substitute for certain GAAP metrics and, given that not all companies define Adjusted EBITDA the same way, this financial measure may not be comparable to similarly titled metrics disclosed by other companies.
The following table reconciles Adjusted EBITDA to net income (loss), which we believe is the financial measure calculated and presented in accordance with GAAP that is most directly comparable to Adjusted EBITDA.
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||
| June 30, | March 31, | June 30, | June 30, | June 30, | |||||||||||||||||||||||||
| (in thousands) | 2026 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||
| Net income (loss) | $ | 78,157 | $ | (55,861) | $ | (161,899) | $ | (72,635) | $ | (104,141) | |||||||||||||||||||
| Add back: | |||||||||||||||||||||||||||||
| Income tax expense | 72,362 | 9,298 | 28,991 | 92,861 | 92,100 | ||||||||||||||||||||||||
| Other expense | 37,692 | 9,643 | 4,639 | 71,154 | 16,821 | ||||||||||||||||||||||||
| Depreciation and amortization | 180,960 | 180,734 | 179,491 | 543,613 | 436,228 | ||||||||||||||||||||||||
| Acquisition transaction and integration costs | 1,671 | 2,738 | 8,623 | 7,814 | 49,025 | ||||||||||||||||||||||||
| Asset impairment charges | 1,153 | 26,101 | 173,258 | 130,340 | 175,102 | ||||||||||||||||||||||||
| Restructuring charges | 1,362 | 2,882 | 4,681 | 5,835 | 4,681 | ||||||||||||||||||||||||
| Gain on involuntary conversion | (13,581) | — | — | (13,581) | — | ||||||||||||||||||||||||
| Other (gain) loss on sale of assets | (120,044) | (1,305) | 1,347 | (119,423) | 2,136 | ||||||||||||||||||||||||
| Excluding Select Items (Non-GAAP) | |||||||||||||||||||||||||||||
| Change in actuarial assumptions on estimated liabilities | (3,666) | 3,669 | 28,932 | (1,604) | 39,789 | ||||||||||||||||||||||||
| Gains related to an insurance claim | — | — | — | — | (2,366) | ||||||||||||||||||||||||
| Adjusted EBITDA (Non-GAAP) | $ | 236,066 | $ | 177,899 | $ | 268,063 | $ | 644,374 | $ | 709,375 | |||||||||||||||||||