Edgar Filing: HELMERICH & PAYNE INC

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For quarterly period ended: June 30, 2014

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

For the transition period from to

Commission File Number: 1-4221

HELMERICH & PAYNE, INC.

(Exact name of registrant as specified in its charter)

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

1437 South Boulder Avenue, Tulsa, Oklahoma, 74119

(Address of principal executive office)(Zip Code)

(918) 742-5531

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year,

if changed since last report)

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

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

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

Large accelerated filer x		Accelerated filer o

Non-accelerated filer o		Smaller reporting company o
(Do not check if a smaller reporting company)

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

CLASS		OUTSTANDING AT July 31, 2014
Common Stock, $0.10 par value		108,226,909

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HELMERICH & PAYNE, INC. AND SUBSIDIARIES

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		Page No.

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Condensed Balance Sheets as of June 30, 2014 and September 30, 2013	3

	Consolidated Condensed Statements of Income for the Three and Nine Months Ended June 30, 2014 and 2013	4

	Consolidated Condensed Statements of Comprehensive Income for the Three and Nine Months Ended June 30, 2014 and 2013	5

	Consolidated Condensed Statements of Cash Flows for the Nine Months Ended June 30, 2014 and 2013	6

	Consolidated Condensed Statement of Shareholders’ Equity for the Nine Months Ended June 30, 2014	7

	Notes to Consolidated Condensed Financial Statements	8-20

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21-27

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	28

Item 4.	Controls and Procedures	28

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28-29

Item 5.	Other Information	29

Item 6.	Exhibits	30

Signatures		31

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PART I. FINANCIAL INFORMATION

HELMERICH & PAYNE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

(in thousands, except share and per share amounts)

ITEM 1. FINANCIAL STATEMENTS

	June 30,			September 30,
	2014			2013
ASSETS
Current assets:
Cash and cash equivalents	$	549,928		$	447,868
Accounts receivable, less reserve of $4,601 at June 30, 2014 and $4,795 at September 30, 2013	705,787			621,420
Inventories	106,250			88,866
Deferred income taxes	12,170			16,414
Prepaid expenses and other	69,324			79,938
Current assets of discontinued operations	6,962			3,705
Total current assets	1,450,421			1,258,211

Investments	279,428			316,154
Property, plant and equipment, net	4,943,660			4,676,103
Other assets	19,573			14,359

Total assets	$	6,693,082		$	6,264,827

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	139,396		$	144,379
Accrued liabilities	244,539			189,684
Long-term debt due within one year	115,000			115,000
Current liabilities of discontinued operations	3,176			3,210
Total current liabilities	502,111			452,273

Noncurrent liabilities:
Long-term debt	80,000			80,000
Deferred income taxes	1,230,633			1,222,981
Other	57,465			65,351
Noncurrent liabilities of discontinued operations	3,786			495
Total noncurrent liabilities	1,371,884			1,368,827

Shareholders’ equity:
Common stock, $.10 par value, 160,000,000 shares authorized, 110,475,089 shares and 108,738,577 shares issued as of June 30, 2014 and September 30, 2013, respectively and 108,199,941 shares and 106,716,970 shares outstanding as of June 30, 2014 and September 30, 2013, respectively	11,048			10,874
Preferred stock, no par value, 1,000,000 shares authorized, no shares issued	—			—
Additional paid-in capital	376,465			288,758
Retained earnings	4,431,974			4,102,663
Accumulated other comprehensive income	112,445			132,530
Treasury stock, at cost	(112,845		)	(91,098		)
Total shareholders’ equity	4,819,087			4,443,727

Total liabilities and shareholders’ equity	$	6,693,082		$	6,264,827

The accompanying notes are an integral part of these statements.

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HELMERICH & PAYNE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF INCOME

(Unaudited)

(in thousands, except per share data)

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2014			2013			2014			2013
Operating revenues:
Drilling — U.S. Land	$	802,279		$	695,816		$	2,275,744		$	2,077,556
Drilling — Offshore	64,554			53,859			186,884			167,182
Drilling — International Land	81,267			86,978			262,141			268,337
Other	3,987			3,544			9,900			10,003
	952,087			840,197			2,734,669			2,523,078

Operating costs and other:
Operating costs, excluding depreciation	515,239			450,990			1,469,454			1,379,598
Depreciation	128,978			117,790			373,178			336,822
General and administrative	34,222			31,090			100,896			96,347
Research and development	3,864			4,373			11,746			11,422
Income from asset sales	(2,128		)	(4,006		)	(11,890		)	(14,538		)
	680,175			600,237			1,943,384			1,809,651

Operating income from continuing operations	271,912			239,960			791,285			713,427

Other income (expense):
Interest and dividend income	373			341			1,316			1,082
Interest expense	(1,435		)	(2,091		)	(4,354		)	(4,585		)
Gain from sale of investment securities	23,882			153,369			45,234			162,121
Other	346			(1,214		)	(31		)	(3,195		)
	23,166			150,405			42,165			155,423

Income from continuing operations before income taxes	295,078			390,365			833,450			868,850
Income tax provision	102,788			139,387			293,389			307,194
Income from continuing operations	192,290			250,978			540,061			561,656

Income (loss) from discontinued operations before income taxes	(11		)	15,181			2,775			14,701
Income tax provision	—			—			2,805			(485		)

Income (loss) from discontinued operations	(11		)	15,181			(30		)	15,186

NET INCOME	$	192,279		$	266,159		$	540,031		$	576,842

Basic earnings per common share:
Income from continuing operations	$	1.77		$	2.35		$	4.99		$	5.26
Income from discontinued operations	—			0.14			—			0.14
Net income	$	1.77		$	2.49		$	4.99		$	5.40

Diluted earnings per common share:
Income from continuing operations	$	1.75		$	2.32		$	4.92		$	5.19
Income from discontinued operations	—			0.14			—			0.14
Net income	$	1.75		$	2.46		$	4.92		$	5.33

Weighted average shares outstanding:
Basic	108,137			106,430			107,657			106,206
Diluted	109,285			107,826			109,086			107,717

Dividends declared per common share	$	0.69		$	0.50		$	1.94		$	0.80

The accompanying notes are an integral part of these statements.

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HELMERICH & PAYNE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(in thousands, except per share data)

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2014			2013			2014			2013

Net income	$	192,279		$	266,159		$	540,031		$	576,842
Other comprehensive income (loss), net of income taxes:
Unrealized appreciation (depreciation) on securities, net of income taxes of $5.3 million and $1.0 million at June 30, 2014 and $1.2 million and $23.0 million at June 30, 2013	13,728			(7,495		)	7,215			29,887
Reclassification of realized gains in net income, net of income taxes of ($9.0) million and ($17.5) million at June 30, 2014 and ($60.8) million at June 30, 2013	(14,853		)	(92,543		)	(27,737		)	(92,543		)
Minimum pension liability adjustments, net of income taxes of $0.1 million and $0.3 million at June 30, 2014 and $0.3 million and $0.8 million at June 30, 2013	145			441			437			1,306
Other comprehensive loss	(980		)	(99,597		)	(20,085		)	(61,350		)
Comprehensive income	$	191,299		$	166,562		$	519,946		$	515,492

The accompanying notes are an integral part of these statements.

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HELMERICH & PAYNE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	Nine Months Ended
	June 30,
	2014			2013
OPERATING ACTIVITIES:
Net income	$	540,031		$	576,842
Adjustment for (income) loss from discontinued operations	30			(15,186		)
Income from continuing operations	540,061			561,656
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	373,178			336,822
Provision for (recovery of) bad debt	(194		)	3,781
Stock-based compensation	21,089			17,471
Other	1			1,156
Gain on sale of investment securities	(45,234		)	(162,121		)
Income from asset sales	(11,890		)	(14,538		)
Deferred income tax expense	28,665			15,822
Change in assets and liabilities:
Accounts receivable	(84,173		)	(5,697		)
Inventories	(17,384		)	(10,009		)
Prepaid expenses and other	5,400			15,564
Accounts payable	(31,240		)	(62,830		)
Accrued liabilities	31,633			83,290
Deferred income taxes	(927		)	(1,291		)
Other noncurrent liabilities	(11,060		)	(17,619		)
Net cash provided by operating activities from continuing operations	797,925			761,457
Net cash provided by (used in) operating activities from discontinued operations	(30		)	186
Net cash provided by operating activities	797,895			761,643

INVESTING ACTIVITIES:
Capital expenditures	(622,028		)	(618,550		)
Proceeds from sale of investment securities	49,205			232,221
Proceeds from asset sales	21,485			21,729
Net cash used in investing activities from continuing operations	(551,338		)	(364,600		)
Net cash provided by investing activities from discontinued operations	—			15,000
Net cash used in investing activities	(551,338		)	(349,600		)

FINANCING ACTIVITIES:
Dividends paid	(189,542		)	(39,519		)
Exercise of stock options	22,370			6,118
Tax withholdings related to net share settlements of restricted stock	(3,049		)	(1,677		)
Excess tax benefit from stock-based compensation	25,724			7,420
Net cash used in financing activities	(144,497		)	(27,658		)

Net increase in cash and cash equivalents	102,060			384,385
Cash and cash equivalents, beginning of period	447,868			96,095
Cash and cash equivalents, end of period	$	549,928		$	480,480

The accompanying notes are an integral part of these statements.

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HELMERICH & PAYNE, INC. AND SUBSIDIARIES

CONSOLIDATED CONDENSED STATEMENT OF SHAREHOLDERS’ EQUITY

NINE MONTHS ENDED JUNE 30, 2014

(Unaudited)

(in thousands, except per share amounts)

										Accumulated
				Additional						Other							Total
	Common Stock			Paid-In			Retained			Comprehensive			Treasury Stock				Shareholders’
	Shares	Amount		Capital			Earnings			Income			Shares	Amount			Equity

Balance, September 30, 2013	108,739	$	10,874	$	288,758		$	4,102,663		$	132,530		2,022	$	(91,098	)	$	4,443,727
Net income							540,031										540,031
Other comprehensive loss										(20,085		)					(20,085		)
Cash dividends ($1.94 per share)							(210,720		)								(210,720		)
Exercise of stock options	1,579	158		40,910									215	(18,698		)	22,370
Tax benefit of stock-based awards, including excess tax benefits of $25.7 million				25,724													25,724
Stock issued for vested restricted stock, net of shares withheld for employee taxes	157	16		(16		)							38	(3,049		)	(3,049		)
Stock-based compensation				21,089													21,089

Balance, June 30, 2014	110,475	$	11,048	$	376,465		$	4,431,974		$	112,445		2,275	$	(112,845	)	$	4,819,087

The accompanying notes are an integral part of these statements.

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HELMERICH & PAYNE, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

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

The accompanying unaudited Consolidated Condensed Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (the “Commission”) pertaining to interim financial information. Accordingly, these interim financial statements do not include all information or footnote disclosures required by GAAP for complete financial statements and, therefore, should be read in conjunction with the Consolidated Financial Statements and notes thereto in our 2013 Annual Report on Form 10-K, as amended, and other current filings with the Commission. In the opinion of management all adjustments, consisting of those of a normal recurring nature, necessary to present fairly the results of the periods presented have been included. The results of operations for the interim periods presented may not necessarily be indicative of the results to be expected for the full year.

As more fully described in our 2013 Annual Report on Form 10-K, as amended, our contract drilling revenues are comprised of daywork drilling contracts for which the related revenues and expenses are recognized as services are performed. For contracts that are terminated by customers prior to the expirations of their fixed terms, contractual provisions customarily require early termination amounts to be paid to us. Revenues from early terminated contracts are recognized when all contractual requirements have been met.

2. Discontinued Operations

Current assets of discontinued operations consist of restricted cash to meet remaining in-country current obligations. Current and noncurrent liabilities of discontinued operations consist of municipal and income taxes payable and social obligations due within the country of Venezuela.

3. Earnings per Share

Accounting Standards Codification (“ASC”) 260, Earnings per Share, requires companies to treat unvested share-based payment awards that have non-forfeitable rights to dividend or dividend equivalents as a separate class of securities in calculating earnings per share. We have granted and expect to continue to grant to employees restricted stock grants that contain non-forfeitable rights to dividends. Such grants are considered participating securities under ASC 260. As such, we are required to include these grants in the calculation of our basic earnings per share and calculate basic earnings per share using the two-class method. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings.

Basic earnings per share is computed utilizing the two-class method and is calculated based on the weighted-average number of common shares outstanding during the periods presented.

Diluted earnings per share is computed using the weighted-average number of common and common equivalent shares outstanding during the periods utilizing the two-class method for stock options and nonvested restricted stock.

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

	Three Months Ended						Nine Months Ended
	June 30,						June 30,
	2014			2013			2014			2013
	(in thousands, except per share amounts)

Numerator:
Income from continuing operations	$	192,290		$	250,978		$	540,061		$	561,656
Income (loss) from discontinued operations	(11		)	15,181			(30		)	15,186
Net income	192,279			266,159			540,031			576,842
Adjustment for basic earnings per share:
Earnings allocated to unvested shareholders	(1,134		)	(1,441		)	(3,160		)	(2,972		)
Numerator for basic earnings per share:
From continuing operations	191,156			249,537			536,901			558,684
From discontinued operations	(11		)	15,181			(30		)	15,186
	191,145			264,718			536,871			573,870
Adjustment for diluted earnings per share:
Effect of reallocating undistributed earnings of unvested shareholders	7			15			25			35
Numerator for diluted earnings per share:
From continuing operations	191,163			249,552			536,926			558,719
From discontinued operations	(11		)	15,181			(30		)	15,186
	$	191,152		$	264,733		$	536,896		$	573,905
Denominator:
Denominator for basic earnings per share — weighted-average shares	108,137			106,430			107,657			106,206
Effect of dilutive shares from stock options and restricted stock	1,148			1,396			1,429			1,511
Denominator for diluted earnings per share — adjusted weighted-average shares	109,285			107,826			109,086			107,717

Basic earnings per common share:
Income from continuing operations	$	1.77		$	2.35		$	4.99		$	5.26
Income from discontinued operations	—			0.14			—			0.14
Net income	$	1.77		$	2.49		$	4.99		$	5.40
Diluted earnings per common share:
Income from continuing operations	$	1.75		$	2.32		$	4.92		$	5.19
Income from discontinued operations	—			0.14			—			0.14
Net income	$	1.75		$	2.46		$	4.92		$	5.33

The following shares attributable to outstanding equity awards were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive:

	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2014		2013		2014		2013
	(in thousands, except per share amounts)

Shares excluded from calculation of diluted earnings per share	—		750		256		801
Weighted-average price per share	$	—	$	57.29	$	79.67	$	57.22

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4. Financial Instruments and Fair Value Measurement

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

			Gross		Gross		Estimated
			Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
	(in thousands)

Equity securities June 30, 2014	$	64,462	$	200,600	$	—	$	265,062
Equity securities September 30, 2013	$	68,434	$	237,214	$	—	$	305,648

On an ongoing basis we evaluate the marketable equity securities to determine if any decline in fair value below cost is other-than-temporary. If a decline in fair value below cost is determined to be other-than-temporary, an impairment charge is recorded and a new cost basis established. We review several factors to determine whether a loss is other-than-temporary. These factors include, but are not limited to, (i) the length of time a security is in an unrealized loss position, (ii) the extent to which fair value is less than cost, (iii) the financial condition and near-term prospects of the issuer and (iv) our intent and ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value. The cost of securities used in determining realized gains and losses is based on the average cost basis of the security sold.

During the three and nine months ended June 30, 2014, we sold shares in an available-for-sale security realizing gains of $23.9 million and $45.2 million, respectively. During the third quarter ended June 30, 2013, we sold shares in an available-for-sale security realizing a gain of $153.4 million. All of the gains from available-for-sale securities are included in gain from sale of investment securities in the Consolidated Condensed Statements of Income. Net income includes after-tax gains from the sale of available-for-sale securities as follows:

	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2014		2013		2014		2013
	(in thousands, except per share amounts)

After-tax gain from the sale of available-for-sale securities	$	14,882	$	92,449	$	27,761	$	92,449
Earnings per diluted share from the sale of available-for-sale securities	$	0.13	$	0.86	$	0.25	$	0.86

During the nine months ended June 30, 2013, we sold our shares in three limited partnerships that were primarily invested in international equities realizing a gain of $8.8 million that is included in gain from sale of investment securities in the Consolidated Condensed Statements of Income.

Assets held in the Non-qualified Supplemental Savings Plan are carried at fair value based on level 1 inputs described below. The fair value totaled $14.4 million at June 30, 2014 and $10.5 million at September 30, 2013.

The majority of cash equivalents are invested in highly liquid money-market mutual funds invested primarily in direct or indirect obligations of the U.S. Government. The carrying amount of cash and cash equivalents approximates fair value due to the short maturity of those investments.

Fair value is defined as the exchange price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. We use the fair value hierarchy established in ASC 820-10 to measure fair value to prioritize the inputs:

· Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.

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· Level 2 — Observable inputs, other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in active markets; quoted prices for similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

· Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

At June 30, 2014, our financial instruments utilizing Level 1 inputs include cash equivalents, equity securities with active markets, restricted cash included in other current assets and money market funds we have elected to classify as restricted assets that are included in other current assets and other assets. Also included is cash denominated in a foreign currency that we have elected to classify as restricted to be used to settle the remaining liabilities of discontinued operations. For these items, quoted current market prices are readily available.

At June 30, 2014, financial instruments utilizing level 2 inputs include a bank certificate of deposit included in other current assets.

Currently, we do not have any financial instruments utilizing Level 3 inputs.

The following table summarizes our assets measured at fair value on a recurring basis presented in our Consolidated Condensed Balance Sheet as of June 30, 2014:

			Quoted Prices
	Total		in Active		Significant
	Measure		Markets for		Other		Significant
	at		Identical		Observable		Unobservable
	Fair		Assets		Inputs		Inputs
	Value		(Level 1)		(Level 2)		(Level 3)
	(in thousands)

Assets:
Cash and cash equivalents	$	549,928	$	549,928	$	—	$	—
Equity securities	265,062		265,062		—		—
Other current assets	31,060		30,810		250		—
Other assets	2,000		2,000		—		—
Total assets measured at fair value	$	848,050	$	847,800	$	250	$	—

The following information presents the supplemental fair value information about fixed-rate debt at June 30, 2014 and September 30, 2013:

	June 30,		September 30,
	2014		2013
	(in millions)

Carrying value of fixed-rate debt	$	195.0	$	195.0
Fair value of fixed-rate debt	$	201.4	$	205.4

The fair value for fixed-rate debt was estimated using cash flows discounted at rates reflecting current interest rates at similar maturities plus a credit spread which was estimated using market information on debt instruments with a similar credit profile to us. The debt was valued using a Level 2 input.

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5. Accumulated Other Comprehensive Income

	June 30,			September 30,
	2014			2013
	(in thousands)
Pre-tax amounts:
Unrealized appreciation on securities	$	200,599		$	237,214
Unrecognized actuarial loss	(18,523		)	(19,210		)
	$	182,076		$	218,004
After-tax amounts:
Unrealized appreciation on securities	$	123,639		$	144,161
Unrecognized actuarial loss	(11,194		)	(11,631		)
	$	112,445		$	132,530

The following is a summary of the changes in accumulated other comprehensive income (loss), net of tax, by component for the three and nine months ended June 30, 2014:

	Three Months Ended June 30, 2014
	Unrealized
	Appreciation (Depreciation) on			Defined
	Available-for-sale			Benefit
	Securities			Pension Plan			Total
	(in thousands)

Balances at April 1, 2014	$	124,764		$	(11,339	)	$	113,425
Other comprehensive income before reclassifications	13,728			—			13,728
Amounts reclassified from accumulated other comprehensive income (loss)	(14,853		)	145			(14,708		)
Net current-period other comprehensive income (loss)	(1,125		)	145			(980		)
Balances at June 30, 2014	$	123,639		$	(11,194	)	$	112,445

	Nine Months Ended June 30, 2014
	Unrealized
	Appreciation (Depreciation) on			Defined
	Available-for-sale			Benefit
	Securities			Pension Plan			Total
	(in thousands)

Balance at October 1, 2013	$	144,161		$	(11,631	)	$	132,530
Other comprehensive income before reclassifications	7,215			—			7,215
Amounts reclassified from accumulated other comprehensive income (loss)	(27,737		)	437			(27,300		)
Net current-period other comprehensive income (loss)	(20,522		)	437			(20,085		)
Balances at June 30, 2014	$	123,639		$	(11,194	)	$	112,445

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The following provides detail about accumulated other comprehensive income (loss) components which were reclassified to the Condensed Consolidated Statement of Income during the three and nine months ended June 30, 2014:

	Amount Reclassified from Accumulated Other Comprehensive Income (Loss)
Details About Accumulated Other Comprehensive Income	Three Months Ended June 30,						Nine Months Ended June 30,						Affected Line Item in the Condensed Consolidated
(Loss) Components	2014			2013			2014			2013			Statement of Income
	(in thousands)						(in thousands)

Unrealized gains on available-for-sale securities	$	(23,882	)	$	(153,369	)	$	(45,234	)	$	(153,369	)	Gain on sale of investment securities
	9,029			60,826			17,497			60,826			Income tax provision
	$	(14,853	)	$	(92,543	)	$	(27,737	)	$	(92,543	)	Net of tax
Defined Benefit Pension Items
Amortization of net actuarial loss	$	228		$	685		$	686		$	2,055		General and administrative
	(83		)	(244		)	(249		)	(749		)	Income tax provision
	$	145		$	441		$	437		$	1,306		Net of tax

Total reclassifications for the period	$	(14,708	)	$	(92,102	)	$	(27,300	)	$	91,237

6. Cash Dividends

The $0.625 per share cash dividend declared March 5, 2014, was paid June 2, 2014. On June 4, 2014, a cash dividend of $0.6875 per share was declared for shareholders of record on August 15, 2014, payable September 2, 2014. The dividend payable is included in accounts payable in the Consolidated Condensed Balance Sheet.

7. Stock-Based Compensation

On March 2, 2011, the 2010 Long-Term Incentive Plan (the “2010 Plan”) was approved by our stockholders. The 2010 Plan, among other things, authorizes the Human Resources Committee of the Board to grant non-qualified stock options, restricted stock awards and stock appreciation rights to selected employees and to non-employee Directors. Restricted stock may be granted for no consideration other than prior and future services. The purchase price per share for stock options may not be less than market price of the underlying stock on the date of grant. Stock options expire 10 years after the grant date. There were 261,438 non-qualified stock options and 230,375 shares of restricted stock awards granted in the nine months ended June 30, 2014. Awards outstanding in the 2005 Long-Term Incentive Plan (the “2005 Plan”) and one prior equity plan remain subject to the terms and conditions of those plans.

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

	Three Months Ended				Nine Months Ended
	June 30,				June 30,
	2014		2013		2014		2013
	(in thousands)				(in thousands)
Compensation expense
Stock options	$	3,758	$	2,672	$	9,400	$	8,804
Restricted stock	4,527		3,073		11,689		8,667
	$	8,285	$	5,745	$	21,089	$	17,471

STOCK OPTIONS

The following summarizes the weighted-average assumptions utilized in determining the fair value of options granted during the nine months ended June 30, 2014 and 2013:

	2014		2013

Risk-free interest rate	1.6	%	0.7	%
Expected stock volatility	52.6	%	53.87	%
Dividend yield	3.1	%	1.1	%
Expected term (in years)	5.5		5.5

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

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

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

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

A summary of stock option activity under the Plan for the three and nine months ended June 30, 2014 is presented in the following tables:

	Three Months Ended June 30, 2014
					Weighted-
			Weighted-		Average	Aggregate
			Average		Remaining	Intrinsic
	Shares		Exercise		Contractual Term	Value
Options	(in thousands)		Price		(in years)	(in millions)

Outstanding at April 1, 2014	2,818		$	42.59
Granted	—		—
Exercised	(151	)	30.05
Forfeited/Expired	(3	)	55.03
Outstanding at June 30, 2014	2,664		$	43.29	5.5	$	194.0
Vested and expected to vest at June 30, 2014	2,657		$	43.26	5.5	$	193.6

Exercisable at June 30, 2014	1,917		$	35.82	4.4	$	153.9

	Nine Months Ended June 30, 2014
			Weighted-
			Average
	Shares		Exercise
Options	(in thousands)		Price

Outstanding at October 1, 2013	3,991		$	34.12
Granted	261		79.67
Exercised	(1,579	)	26.00
Forfeited/Expired	(9	)	70.74
Outstanding at June 30, 2014	2,664		$	43.29

The weighted-average fair value of options granted in the first quarter of fiscal 2014 was $29.44. No options were granted in the second and third quarters of fiscal 2014.

The total intrinsic value of options exercised during the three and nine months ended June 30, 2014 was $12.4 million and $99.0 million, respectively.

As of June 30, 2014 the unrecognized compensation cost related to stock options was $9.5 million which is expected to be recognized over a weighted-average period of 2.5 years.

RESTRICTED STOCK

Restricted stock awards consist of our common stock and are time-vested over three to six years. We recognize compensation expense on a straight-line basis over the vesting period. The fair value of restricted stock awards under the 2010 Plan is determined based on the closing price of our shares on the grant date. As of June 30, 2014, there was $23.9 million of total unrecognized compensation cost related to unvested restricted stock awards which is expected to be recognized over a weighted-average period of 2.5 years.

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A summary of the status of our restricted stock awards as of June 30, 2014 and changes in restricted stock outstanding during the nine months then ended is presented below:

	Nine Months Ended
	June 30, 2014
			Weighted-
			Average
	Shares		Grant-Date
Restricted Stock Awards	(in thousands)		Fair Value

Unvested at October 1, 2013	576		$	55.17
Granted	230		79.67
Vested (1)	(157	)	54.08
Forfeited	(8	)	65.72
Unvested at June 30, 2014	641		$	64.10

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

8. Debt

At June 30, 2014 and September 30, 2013, we had the following unsecured long-term debt outstanding:

	June 30,		September 30,
	2014		2013
	(in thousands)
Unsecured intermediate debt issued August 15, 2002:
Series D, due August 15, 2014, 6.56%	$	75,000	$	75,000
Unsecured senior notes issued July 21, 2009:
Due July 21, 2014, 6.10%	40,000		40,000
Due July 21, 2015, 6.10%	40,000		40,000
Due July 21, 2016, 6.10%	40,000		40,000
	$	195,000	$	195,000
Less long-term debt due within one year	115,000		115,000
Long-term debt	$	80,000	$	80,000

The intermediate unsecured debt outstanding at June 30, 2014 matures August 15, 2014 and carries an interest rate of 6.56 percent, which is paid semi-annually. The terms require that we maintain a ratio of debt to total capitalization of less than 55 percent. The debt is held by various entities. We intend to make the scheduled payment due August 15, 2014.

We have $120 million in senior unsecured fixed-rate notes outstanding at June 30, 2014 that mature over a period from July 2014 to July 2016. Interest on the notes is paid semi-annually based on an annual rate of 6.10 percent. Annual principal repayments of $40 million are due July 2014 through July 2016. Subsequent to June 30, 2014, we paid the $40 million due July 21, 2014. We have complied with our financial covenants which require us to maintain a funded leverage ratio of less than 55 percent and an interest coverage ratio (as defined) of not less than 2.50 to 1.00.

We have a $300 million unsecured revolving credit facility that will mature May 25, 2017. The credit facility has $100 million available to use for letters of credit. We anticipate that the majority of any borrowings under the facility will accrue interest at a spread over the London Interbank Offered Rate (LIBOR). We will also pay a commitment fee based on the unused balance of the facility. Borrowing spreads as well as commitment fees are determined according to a scale based on a ratio of our total debt to total capitalization. The spread over LIBOR ranges from 1.125 percent to 1.75 percent per annum and commitment fees range from .15 percent to .35 percent per annum. Based on our debt to total capitalization on June 30, 2014, the spread over LIBOR and commitment fees would be 1.125 percent and .15 percent, respectively. Financial covenants in the facility require us to maintain a funded leverage ratio (as defined) of less than 50 percent and an interest coverage ratio (as defined) of not less than 3.00 to 1.00. The credit facility contains additional terms, conditions, restrictions, and covenants that we believe are usual and customary in unsecured debt arrangements for companies of similar size and credit quality. At June 30, 2014, we were in compliance with all debt covenants. As of June 30, 2014, there were no borrowings, but there were three letters of credit outstanding in the amount of $34.2 million. At June 30, 2014, we had $265.8 million available to borrow under our $300 million unsecured credit facility.

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At June 30, 2014, we had two letters of credit outstanding, totaling $12 million that were issued to support international operations. These letters of credit were issued separately from the $300 million credit facility so they do not reduce the available borrowing capacity discussed in the previous paragraph.

9. Income Taxes

Our effective tax rate for the first nine months of fiscal 2014 and 2013 was 35.2 percent and 35.4 percent, respectively. Our effective tax rate for the three months ended June 30, 2014 and 2013 was 34.8 percent and 35.7 percent, respectively. Effective tax rates differ from the U.S. federal statutory rate of 35.0 percent primarily due to state and foreign income taxes and the tax benefit from the Internal Revenue Code Section 199 deduction for domestic production activities.

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 believe it is reasonably possible that the reserve for uncertain tax positions may increase by approximately $8.5 million to $11.2 million during the next 12 months due to international matters. We provided for uncertain tax positions of $3.3 million related to discontinued operations during the nine months ended June 30, 2014.

10. Commitments and Contingencies

In conjunction with our current drilling rig construction program, purchase commitments for equipment, parts and supplies of approximately $246.0 million are outstanding at June 30, 2014.

Various legal actions, the majority of which arise in the ordinary course of business, are pending. We maintain insurance against certain business risks subject to certain deductibles. None of these legal actions are expected to have a material adverse effect on our financial condition, cash flows or results of operations.

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.

During the ordinary course of our business, contingencies arise resulting from an existing condition, situation or set of circumstances involving an uncertainty as to the realization of a possible gain contingency. We account for gain contingencies in accordance with the provisions of ASC 450, Contingencies, and, therefore, we do not record gain contingencies or recognize income until realized. The property and equipment of our Venezuelan subsidiary was seized by the Venezuelan government on June 30, 2010. Our wholly-owned subsidiaries, Helmerich & Payne International Drilling Co. 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. (“PDVSA”) and PDVSA Petroleo, S.A. (“Petroleo”). Our subsidiaries seek damages for the taking of their Venezuelan drilling business in violation of international law and for breach of contract. While there exists the possibility of realizing a recovery, we are currently unable to determine the timing or amounts we may receive, if any, or the likelihood of recovery. No gain contingencies are recognized in our Consolidated Financial Statements.

On November 8, 2013, the United States District Court for the Eastern District of Louisiana approved the previously disclosed October 30, 2013 plea agreement between our wholly owned subsidiary, Helmerich & Payne International Drilling Co., and the United States Department of Justice, United States Attorney’s Office for the Eastern District of Louisiana (“DOJ”). The court’s approval of the plea agreement resolved the DOJ’s investigation into certain choke manifold testing irregularities that occurred in 2010 at one of Helmerich & Payne International Drilling Co.’s offshore platform rigs in the Gulf of Mexico. We are engaged in discussions with the Inspector General’s office of the Department of Interior regarding the same events that were the subject of the DOJ’s investigation. Although we presently believe that the outcome of our discussions will not have a material adverse effect on the Company, we can provide no assurances as to the timing or eventual outcome of these discussions.

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11. Segment Information

We operate principally in the contract drilling industry. Our contract drilling business includes the following reportable operating segments: U.S. Land, Offshore and International Land. The contract drilling operations consist mainly of contracting Company-owned drilling equipment primarily to large oil and gas exploration companies. To provide information about the different types of business activities in which we operate, we have included Offshore and International Land, along with our U.S. Land reportable operating segment, as separate reportable operating segments. Additionally, each reportable operating segment is a strategic business unit that is managed separately. Our primary international areas of operation include Colombia, Ecuador, Argentina, Tunisia, Bahrain, U.A.E. and other South American countries. Other includes additional non-reportable operating segments. Revenues included in Other consist primarily of rental income. Consolidated revenues and expenses reflect the elimination of all material intercompany transactions.

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

· revenues from external and internal customers

· direct operating costs

· depreciation and

· allocated general and administrative costs

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

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

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

Summarized financial information of our reportable segments for the nine months ended June 30, 2014 and 2013 is shown in the following tables:

									Segment
	External		Inter-			Total			Operating
(in thousands)	Sales		Segment			Sales			Income (Loss)
June 30, 2014
Contract Drilling:
U.S. Land	$	2,275,744	$	—		$	2,275,744		$	767,116
Offshore	186,884		—			186,884			54,837
International Land	262,141		—			262,141			30,489
	2,724,769		—			2,724,769			852,442
Other	9,900		646			10,546			(6,739		)
	2,734,669		646			2,735,315			845,703
Eliminations	—		(646		)	(646		)	—
Total	$	2,734,669	$	—		$	2,734,669		$	845,703

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									Segment
	External		Inter-			Total			Operating
(in thousands)	Sales		Segment			Sales			Income (Loss)
June 30, 2013
Contract Drilling:
U.S. Land	$	2,077,556	$	—		$	2,077,556		$	696,774
Offshore	167,182		—			167,182			42,778
International Land	268,337		—			268,337			30,738
	2,513,075		—			2,513,075			770,290
Other	10,003		643			10,646			(6,638		)
	2,523,078		643			2,523,721			763,652
Eliminations	—		(643		)	(643		)	—
Total	$	2,523,078	$	—		$	2,523,078		$	763,652

Summarized financial information of our reportable segments for the three months ended June 30, 2014 and 2013 is shown in the following tables:

									Segment
	External		Inter-			Total			Operating
(in thousands)	Sales		Segment			Sales			Income (Loss)
June 30, 2014
Contract Drilling:
U.S. Land	$	802,279	$	—		$	802,279		$	271,102
Offshore	64,554		—			64,554			16,996
International Land	81,267		—			81,267			6,570
	948,100		—			948,100			294,668
Other	3,987		215			4,202			(1,490		)
	952,087		215			952,302			293,178
Eliminations	—		(215		)	(215		)	—
Total	$	952,087	$	—		$	952,087		$	293,178

							Segment
	External		Inter-		Total		Operating
(in thousands)	Sales		Segment		Sales		Income (Loss)
June 30, 2013
Contract Drilling:
U.S. Land	$	695,816	$	—	$	695,816	$	236,388
Offshore	53,859		—		53,859		14,122
International Land	86,978		—		86,978		8,458
	836,653		—		836,653		258,968
Other	3,544		214		3,758		(2,464		)