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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-4221
HELMERICH & PAYNE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 73-0679879
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
UTICA AT TWENTY-FIRST STREET, 74114
TULSA, OKLAHOMA (Zip code)
(Address of principal executive offices)
Registrant's telephone number, including area code (918) 742-5531
Securities registered pursuant to Section 12(b) of the Act:
<TABLE>
<CAPTION>
NAME OF EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -------------------
<S> <C>
Common Stock ($0.10 par value) New York Stock Exchange
Common Stock Purchase Rights New York Stock Exchange
</TABLE>
Securities registered pursuant to Section 12(g) of the Act: NONE
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
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM
405 OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF THE REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION
STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY
AMENDMENT TO THIS FORM 10-K. [ ]
At December 15, 1995, the aggregate market value of the voting stock held
by non-affiliates was $674,214,412.
Number of shares of common stock outstanding at December 15, 1995:
24,764,620.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Annual Report to Shareholders for the fiscal year ended September 30,
1995 -- Parts I, II, and IV.
(2) Proxy Statement for Annual Meeting of Security Holders to be held March 6,
1996 -- Part III.
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HELMERICH & PAYNE, INC. AND SUBSIDIARIES
Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended September 30, 1995
PART I
Item 1. BUSINESS
Helmerich & Payne, Inc., incorporated under the laws of the State of
Delaware on February 3, 1940, and successor to a business originally organized
in 1920, is engaged primarily in the exploration, production, and sale of crude
oil and natural gas and in contract drilling of oil and gas wells for others.
These activities account for the major portion of its operating
revenues. The Registrant is also engaged in the manufacture and distribution
of odorants for use in the gas transmission and distribution industry, and in
the ownership, development, and operation of commercial real estate.
The Registrant is organized into four separate autonomous operating
divisions being contract drilling; oil and gas exploration, production and
natural gas marketing; chemicals; and real estate. While there is a limited
amount of intercompany activity, each division operates essentially
independently of the others. Each of the divisions, except exploration and
production, conduct their respective business through wholly owned
subsidiaries. Operating decentralization is balanced by a centralized finance
division, which
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handles all accounting, data processing, budgeting, insurance, cash management,
and related activities.
Most of the Registrant's current exploration effort is concentrated in
Louisiana, Oklahoma, Texas, and the Hugoton Field of western Kansas. The
Registrant also explores from time to time in the Rocky Mountain area, New
Mexico, Alabama, Florida, and Mississippi. Substantially all of the
Registrant's gas production is sold to and resold by a marketing subsidiary.
This subsidiary also purchases gas from unaffiliated third parties for resale.
The Registrant's contract drilling is primarily conducted domestically
in Alabama, Oklahoma, Texas, Mississippi, and Louisiana, and offshore from
platforms in the Gulf of Mexico and offshore California. The Registrant has
also operated during fiscal 1995 in six international locations: Venezuela,
Ecuador, Colombia, Trinidad and Tobago, Yemen, and Bolivia.
The Registrant's odorants are manufactured in its plant in Baytown,
Texas, and the Registrant's real estate investments are located in Tulsa,
Oklahoma, where the Registrant has its executive offices.
CONTRACT DRILLING
The Registrant believes that it is one of the major land and offshore
platform drilling contractors in the western hemisphere. Operating
principally in North and South America, the Registrant specializes in deep
drilling in major gas producing basins of the United States and in drilling for
oil and gas in remote areas of the world. For its international operations,
the Registrant also constructs and operates rigs which are transportable by
helicopter. In the United States, the Registrant draws its customers primarily
from the major oil companies and the larger independents, which are the
companies generally engaged
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in deep drilling. The Registrant also drills for its own oil and gas division.
In South America, the Registrant's current customers include the Venezuelan
state petroleum companies and major international oil companies.
British Petroleum Company, P.L.C., including its affiliates, ("BP") is
the Registrant's largest single customer. The Registrant performs drilling
services for BP, both domestically and internationally. Each drilling rig
operates under a separate contract. The Registrant believes that its
relationship with BP is good. Revenues from drilling services performed for BP
in fiscal 1995 accounted for approximately 18% of the Registrant's consolidated
revenues for the same period.
The Registrant provides drilling equipment, personnel, and camps for
others on a contract basis for exploration and development of onshore areas and
for development from fixed platforms in offshore areas. Each of the drilling
rigs consists of engines, drawworks, a mast, pumps to circulate the drilling
fluid, blowout preventers, a drillstring, and related equipment. The intended
well depth and the drilling site conditions are the principal factors that
determine the size and type of rig most suitable for a particular drilling job.
A helicopter rig is one that can be disassembled into component part loads of
4,000 pounds and transported to remote locations by helicopter, cargo plane, or
other means.
The Registrant's workover rigs are equipped with engines, drawworks, a
mast, pumps, and blowout preventers (on a smaller scale than the drilling
rigs). A workover rig is used to complete a new well after the hole has been
drilled by a drilling rig, and to remedy various downhole problems that occur
in producing wells.
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The Registrant's contracts for drilling are obtained through
competitive bidding or as a result of negotiations with customers, and
sometimes cover multi-well and multi-year projects. Most of the contracts are
performed on a "daywork" basis, under which the Registrant charges a fixed rate
per day, with the price determined by the location, depth, and complexity of
the well to be drilled, operating conditions, the duration of the contract, and
the competitive forces of the market. Current market conditions involve an
oversupply of drilling rigs for the work available. As a consequence, the
Registrant is and will be performing and bidding for contracts on a combination
"footage" and "daywork" basis, under which the Registrant charges a fixed rate
per foot of hole drilled to a stated depth, usually no deeper than 15,000 feet,
and a fixed rate per day for the remainder of the hole. Contracts performed on
a "footage" basis involve a greater element of risk to the contractor than do
contracts performed on a "daywork" basis. Market conditions have also led the
Registrant to accept "turnkey" contracts under which the Registrant charges a
fixed sum to deliver a hole to a stated depth and agrees to furnish services
such as testing, coring, and casing the hole which are not normally done on a
"footage" basis. "Turnkey" contracts entail varying degrees of risk greater
than the usual "footage" contract. The Registrant believes that under current
market conditions "daywork" basis contract rates are too low to adequately
compensate contractors and that "footage" and "turnkey" basis contract rates do
not adequately compensate contractors for the added risks. However, the
Registrant intends to remain in the drilling contracting business in
anticipation of a return to more favorable market conditions. Contracts for
use of the Registrant's drilling equipment are "well-to-well" or for a fixed
term.
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"Well-to-well" contracts are cancelable at the option of either party upon the
completion of drilling at any one site, and fixed-term contracts customarily
provide for termination at the election of the customer, with an "early
termination payment" to be paid to the contractor if a contract is terminated
prior to the expiration of the fixed term.
While current fixed term contracts are for one to three year periods,
some fixed term and well-to-well contracts are expected to be continued for
longer periods than the original terms, although the contracting parties have
no legal obligation to do so. Contracts generally contain renewal or
extension provisions exercisable at the option of the customer at prices
mutually agreeable to the Registrant and the customer, and in most instances
provide for additional payments for mobilization and demobilization. Contracts
for work in foreign countries generally provide for payment in United States
dollars, except for amounts required to meet local expenses; however,
increasingly government owned petroleum companies are requesting that a greater
proportion of these payments be made in local currencies. See Regulations and
Hazards, page I-8.
Domestic Drilling
The Registrant believes it is a major land and offshore platform
drilling contractor in the domestic market. At the end of September, 1995, the
Registrant had 31 of a total of 41 available rigs operating in the United
States and had management contracts for two operator owned rigs in offshore
California.
The Registrant is competitively strongest in deep drilling rigs.
Twenty-three of its existing rigs are capable of drilling to depths in excess
of 20,000 feet.
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International Drilling
The Registrant's international drilling operations began in 1958 with
the acquisition of the Sinclair Oil Company's drilling rigs in Venezuela.
Helmerich & Payne de Venezuela, C.A., a wholly owned subsidiary of the
Registrant, is one of the leading drilling contractors in Venezuela. Beginning
in 1972, with the introduction of its first helicopter rig, the Registrant
expanded into other Latin American countries.
Venezuelan operations continue to be a significant part of the
Registrant's operations. The Registrant presently owns and operates 18
drilling rigs in Venezuela and has labor contracts to operate two
government-owned drilling rigs in Venezuela. The Registrant had a utilization
rate of 89% for these rigs during fiscal 1995. The Registrant worked for all
three government owned producing companies in Venezuela (Corpoven, Maraven and
Lagoven) during the fiscal year ended September 30, 1995. Collectively,
revenues from the three producing companies amounted to approximately 13% of
the Registrant's consolidated revenues during fiscal 1995. The Registrant
believes its relations with such producing companies are good.
During the mid-1970s, the Venezuelan government nationalized the
exploration and production business. At the present time it appears the
Venezuelan government will not nationalize the contract drilling business.
The Registrant's operations in Colombia continue to increase. The
Registrant presently owns and operates ten drilling rigs in Colombia. The
Registrant's utilization rate for such rigs was 87% during fiscal 1995. During
fiscal 1995 the revenue generated by Colombian drilling operations contributed
approximately 16.6% of the Registrant's consolidated revenues.
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In addition to its operations in Venezuela and Colombia, the
Registrant in fiscal 1995 owned and operated four rigs in Ecuador, one rig in
Trinidad and Tobago, one rig in Bolivia, and one rig in Yemen. During 1995,
the rig located in Yemen was moved to Bolivia. In Ecuador, Trinidad and
Tobago, and Bolivia, the contracts are with large international oil companies.
In August of 1994, a newly formed venture owned 50% by the Registrant
and 50% by its affiliate, Atwood Oceanics, Inc., was awarded a term contract in
Australia for the design, construction and operation of a new generation
platform rig. The rig, which incorporates some of the latest technology in
instrumentation and remote control mechanization of drilling equipment, was
recently completed. While the platform operator has postponed commencement of
mobilization to Australia until March of 1997, the operator will pay the
venture a holding rate during the postponement.
The Registrant was recently awarded a three-year term contract to
provide platform drilling services for a major oil company in the Gulf of
Mexico. The Registrant should complete construction in December of 1995 of a
new generation rig for installation upon a tension leg platform. The tension
leg platform concept allows platform drilling operations to be conducted at
significantly greater water depths. Drilling operations are expected to
commence in the spring of 1996. The same major oil company entered into a
letter of intent for the Registrant's construction of a second rig which is to
be installed on a tension leg platform in approximately 3,200 feet of water in
the Gulf of Mexico. A three-year term drilling contract for the second rig is
currently being finalized with rig construction scheduled to be completed and
the contract to commence in December, 1996.
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Competition
The contract drilling business is highly competitive. Competition in
contract drilling involves such factors as price, rig availability,
efficiency, condition of equipment, reputation, and customer relations.
Competition is primarily on a regional basis and may vary significantly by
region at any particular time. Drilling rigs can be readily moved from one
region to another in response to changes in levels of activity, and an
oversupply of rigs in any region may result.
Although many contracts for drilling services are awarded based solely
on price, the Registrant has been successful in establishing long-term
relationships with certain customers which have allowed the Registrant to
secure drilling work even though the Registrant may not have been the lowest
bidder for such work. The Registrant has continued to attempt to differentiate
its services based upon its engineering design expertise, operational
efficiency, and safety and environmental awareness.
The Registrant made a commitment to deep drilling in the early
1970's. During the past several years, there has been what appears to the
Registrant to be an oversupply of unregulated natural gas. As a result, the
demand for deep drilling for gas has decreased.
Regulations and Hazards
The drilling operations of the Registrant are subject to the many
hazards inherent in the business, including blowouts and well fires, which
could cause personal injury, suspend drilling operations, seriously damage or
destroy the equipment involved, and cause substantial damage to producing
formations and the surrounding areas.
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The Registrant believes that it is adequately insured, with coverage
for comprehensive general liability, public liability, property damage
(including insurance against loss by fire and storm, blowout, and cratering
risks), and employer's liability. No insurance is carried against loss of
earnings. The Registrant's present coverage has been contracted through
fiscal 1996. However, in view of conditions generally in the liability
insurance industry, no assurance can be given that the Registrant's present
coverage will not be cancelled during fiscal 1996 nor that insurance coverage
will continue to be available at rates considered reasonable.
International operations are subject to certain political, economic,
and other uncertainties not encountered in domestic operations, including risks
of expropriation of equipment as well as expropriation of a particular oil
company operator's property and drilling rights, taxation policies, foreign
exchange restrictions, currency rate fluctuations, and general hazards
associated with foreign sovereignty over certain areas in which operations are
conducted. There can be no assurance that there will not be changes in local
laws, regulations, and administrative requirements or the interpretation
thereof, any of which changes could have a material adverse effect on the
profitability of the Registrant's operations or on the ability of the
Registrant to continue operations in certain areas. Because of the impact of
local laws, in certain areas the Registrant's operations may, in the future, be
conducted through entities in which local citizens own interests and through
entities (including joint ventures) in which the Registrant holds only a
minority interest, or pursuant to arrangements under which the Registrant
conducts operations under contract to local entities. While the Registrant
believes that neither
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operating through such entities or pursuant to such arrangements nor the
restructuring of existing operations along such lines would have a material
adverse effect on the Registrant's operations or revenues, there can be no
assurance that the Registrant will in all cases be able to structure or
restructure its operations to conform to local law (or the administration
thereof) on terms acceptable to the Registrant. The Registrant further
attempts to minimize the potential impact of such risks by operating in more
than one geographical area and by attempting to obtain indemnification from
operators against expropriation, nationalization, and deprivation.
During fiscal 1995, approximately 33% of the Registrant's consolidated
revenues were generated from international contract drilling operations. Over
90% of the international revenues were from Venezuela, Colombia, and Ecuador.
Exposure to potential losses from currency devaluation is minimal in the
countries of Colombia and Ecuador. In those countries, all receivables and
payments are currently in U.S. dollars. Cash balances are kept at a minimum
which assists in reducing exposure.
In Venezuela, approximately 65% of the Registrant's revenues are in
U.S. dollars and the other 35% are in the local currency, the Bolivar. The
Registrant is exposed to certain risks of currency devaluation in Venezuela as
a result of Bolivar receivable balances and necessary Bolivar cash balances.
In 1994, the Venezuelan government established a fixed exchange rate in hopes
of stemming economic problems caused by a high rate of inflation. During the
first week of December, 1995, the government established a new exchange rate,
resulting in further devaluation of the Bolivar. It is estimated that the
Registrant will not experience a material loss, if any, from such devaluation.
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It is uncertain when the government will again adjust the exchange rate, but
the Registrant does not expect losses from future adjustments in the exchange
rate to be material. The Registrant has been able to offset some of the
devaluation exposure through a government approved mechanism which allows the
purchase of local currency at favorable market exchange rates.
Many aspects of the Registrant's operations are subject to government
regulation, including those relating to drilling practices and methods and the
level of taxation. In addition, various countries (including the United
States) have environmental regulations which affect drilling operations.
Drilling contractors may be liable for damages resulting from pollution. Under
United States regulations, drilling contractors must establish financial
responsibility to cover potential liability for pollution of offshore waters.
Generally, the Registrant is indemnified under drilling contracts from
environmental damages, except in certain cases of surface pollution, but the
enforceability of indemnification provisions in foreign countries may be
questionable.
The Registrant believes that it is in substantial compliance with all
legislation and regulations affecting its operations in the drilling of oil and
gas wells and in controlling the discharge of wastes. To date, compliance has
not materially affected the capital expenditures, earnings, or competitive
position of the Registrant, although these measures may add to the costs of
operating drilling equipment in some instances. Further legislation or
regulation may reasonably be anticipated, and the effect thereof on operations
cannot be predicted.
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OIL AND GAS DIVISION
The Registrant engages in the origination of prospects; the
identification, acquisition, exploration, and development of prospective and
proved oil and gas properties; the production and sale of crude oil,
condensate, and natural gas; and the marketing of natural gas. The Registrant
considers itself a medium-sized independent producer. All of the Registrant's
oil and gas operations are conducted in the United States.
Most of the Registrant's current exploration and drilling effort is
concentrated in Oklahoma, Kansas, Texas, and Louisiana. The Registrant also
explores from time to time in New Mexico, Alabama, Florida, Michigan,
Mississippi, and the Rocky Mountain area.
A reorganization of the Registrant's exploration and production
division was accomplished in September, 1995. This action resulted in the
consolidation or elimination of several management positions, the elimination
of several consulting geologists, and the formation of several geographical
exploitation teams. These teams are comprised of geological, engineering, and
land personnel who will primarily develop in-house oil and gas prospects as
well as review a limited number of outside prospects and acquisitions for their
respective geographical areas. The Registrant believes that this structure
will allow each team to gain greater expertise in its respective geographical
area and will encourage the development of successful prospects.
Most of the current exploration and production employees were retained
in the reorganized division. The Registrant expects that the total number of
employees within the division during fiscal 1996 will remain approximately the
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same. The reorganized division will be managed by the Registrant's Vice
President of Production.
During the past fiscal year, the Registrant has continued to reduce
its expenditures for exploration of fractured Austin Chalk reservoirs in
central Louisiana and has elected to allow certain oil and gas leases covering
approximately 52,663 net acres to expire. The Registrant's present efforts are
concentrated in the western portion of its acreage located primarily in Vernon
and Rapides Parishes, Louisiana. During 1994, OXY USA drilled an Austin Chalk
well, adjacent to a substantial acreage position of the Registrant. A second
well offsetting the original well has been commenced. The Registrant did not
participate as a working interest owner in either of these wells, but retained
an overriding royalty interest. In addition, the Registrant reached an
agreement with another exploration and production company whereby the
Registrant will reduce its interest in certain of its acreage in return for
payment of all of the Registrant's share of drilling and completion costs in a
minimum of two (2) Austin Chalk wells. The first well has been drilled and is
presently being tested. The Registrant will monitor production from these
wells to assist in the determination of the amount of its participation, if
any, in additional drilling in the area and the extent of its continued payment
of annual rentals.
The Registrant's exploration and development program has covered a
range of prospects, from shallow "bread and butter" programs to deep expensive,
high risk/high return wells. During fiscal 1995, the Registrant participated
in 46 development and/or wildcat wells, which resulted in new discoveries of
approximately 8.8 bcf of gas and 328,539 barrels of oil and condensate. The
Registrant participated in 13 additional development wells, which resulted in
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the development of approximately 3.0 bcf of gas and 4,404 barrels of oil and
condensate which was previously classified as proved undeveloped or proved
developed nonproducing reserves. A total of $23,199,430 was spent in the
Registrant's exploration and development program during fiscal 1995. This
figure is exclusive of expenditures for acreage and acquisitions of proved oil
and gas reserves. The Registrant's total company-wide acquisition cost for
acreage in fiscal 1995 was $1,564,986.
The Registrant spent $1,228,071 for the acquisition of proved oil and
gas reserves during fiscal 1995. Reserves from such acquisitions totaled
approximately 1.9 bcf of natural gas and 310 barrels of crude oil and
condensate. In addition, the Registrant sold 47 properties for $325,126. The
reserves associated with these sales were approximately 116,000 mcf of natural
gas and 26,251 barrels of crude oil.
Market for Oil and Gas
The Registrant does not refine any of its production. The
availability of a ready market for such production depends upon a number of
factors, including the availability of other domestic production, crude oil
imports, the proximity and capacity of oil and gas pipelines, and general
fluctuations in supply and demand. The Registrant does not anticipate any
unusual difficulty in contracting to sell its production of crude oil and
natural gas to purchasers and end-users at prevailing market prices and under
arrangements that are usual and customary in the industry. The Registrant and
its wholly owned subsidiary, Helmerich & Payne Energy Services, Inc., have
successfully developed markets with end-users, local distribution companies,
and natural gas brokers for gas produced from successful wildcat wells or
development wells. Although the
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market for natural gas has been in a state of over-supply for the past several
years, the Registrant is of the opinion that the supply/demand for natural gas
is moving towards a state of equilibrium. Winter demand and its effect on gas
storage has a significant effect on natural gas pricing. The stability of
short-term prices for natural gas will largely depend upon the demand during
the heating season and the reduction of storage throughout the United States.
Other causes affecting supply/demand imbalances may be federal regulation of
the market; large quantities of developed gas reserves in Canada and Mexico
available for export by pipelines to the United States; fuel switching between
fuel oil and natural gas; development of coalbed methane; and development of
large quantities of liquefied natural gas in Trinidad and Tobago and Africa
available for export to the United States.
Historically, the Registrant has had no long-term sales contracts for
its crude oil and condensate production. The Registrant continues its recent
practice of contracting for the sale of its Kansas and Oklahoma and portions of
its west Texas crude oil for terms of six to twelve months in an attempt to
assure itself of higher than posted prices for such crude oil production.
Competition
The Registrant competes with numerous other companies and individuals
in the acquisition of oil and gas properties and the marketing of oil and gas.
The Registrant continues to believe that it should prepare for increased
exploration activity without committing to a definite drilling timetable
involving large expenditures. The Registrant also believes that the intense
competition for the acquisition of gas producing properties will continue.
Through its acquisition experience, the Registrant believes it can still remain
competitive and intends
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to continue purchasing quality long-life oil and gas reserves. The
Registrant's competitors include major oil companies, other independent oil
companies, and individuals, many of whom have financial resources, staffs, and
facilities substantially larger than those of the Registrant. In addition,
many of the Registrant's competitors purchase reserves based upon price
forecasts and reserve evaluations, which the Registrant believes are
substantially higher than the Registrant's price forecasts and reserve
evaluations. Many major oil companies have committed much of their resources
to offshore and international acquisitions and exploration. Although the
effect of these competitive factors on the Registrant cannot be predicted with
certainty, it would appear that the withdrawal of major oil companies from
domestic exploration and production will provide increased domestic
opportunities for the Registrant.
The Registrant's fiscal 1996 exploration and production budget of
approximately $28,000,000 is 29.4% greater than its actual exploration and
production expenditures in fiscal 1995.
The Registrant intends to continue to pursue the purchase of proven
producing properties and to avail itself of the opportunities for drilling and
development.
Title to Oil and Gas Properties
The Registrant undertakes title examination and performs curative work
at the time properties are acquired. The Registrant believes that title to its
oil and gas properties is generally good and defensible in accordance with
standards acceptable in the industry.
Oil and gas properties in general are subject to customary royalty
interests contracted for in connection with the acquisitions of title, liens
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incident to operating agreements, liens for current taxes, and other burdens
and minor encumbrances, easements, and restrictions. The Registrant believes
that the existence of such burdens will not materially detract from the general
value of its leasehold interests.
Governmental Regulation in the Oil and Gas Industry
The Registrant's domestic operations are affected from time to time in
varying degrees by political developments and federal and state laws and
regulations. In particular, oil and gas production operations and economics
are affected by price control, tax, and other laws relating to the petroleum
industry; by changes in such laws; and by constantly changing administrative
regulations. Most states in which the Registrant conducts or may conduct oil
and gas activities regulate the production and sale of oil and natural gas,
including regulation of the size of drilling and spacing units or proration
units, the density of wells which may be drilled, and the unitization or
pooling of oil and gas properties. In addition, state conservation laws
establish maximum rates of production from oil and natural gas wells, generally
prohibit the venting or flaring of natural gas, and impose certain requirements
regarding the ratability of production. The effect of these regulations is to
limit the amounts of oil and natural gas the Registrant can produce from its
wells, and to limit the number of wells or locations at which the Registrant
can drill. In addition, legislation affecting the natural gas and oil industry
is under constant review. Inasmuch as such laws and regulations are frequently
expanded, amended, or reinterpreted, the Registrant is unable to predict the
future cost or impact of complying with such regulations. The Registrant
believes that its oil and gas operations currently are not materially affected
by such laws.
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The domestic production and sale of oil and gas are also subject to
regulation by United States federal authorities including the Federal Energy
Regulatory Commission ("FERC").
Regulatory Controls
The Registrant is subject to regulation by the FERC with respect to
various aspects of its domestic natural gas operations under the Natural Gas
Act ("NGA") and the Natural Gas Policy Act of 1978.
The Natural Gas Wellhead Decontrol Act of 1989 amended both the price
and non-price decontrol provisions of the Natural Gas Policy Act of 1978 for
the purpose of providing complete decontrol of first sales of natural gas by
January 1, 1993. The Registrant believes that substantially all of its gas is
decontrolled.
On April 8, 1992; August 3, 1992; and November 27, 1992, the FERC
issued Order 636, Order 636-A, and Order 636- B (collectively, "Order 636"),
respectively, which requires interstate pipelines to provide transportation
unbundled from their sales of gas. Also, such pipelines must provide
open-access transportation on a basis that is equal for all gas supplies.
Order 636 has been implemented through individual interstate pipeline
restructuring proceedings. Although Order 636 has provided the Registrant with
additional market access and more fairly applied transportation service rates,
it has also subjected the Registrant to more restrictive pipeline imbalance
tolerances and greater penalties for violation of those tolerances. Appeals of
Order 636 are currently pending and the Registrant cannot predict the ultimate
outcome of court review. Order 636 may be reversed in whole or in part on
review. Individual restructuring orders may also be reversed in whole or in
part whether
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or not Order 636 is upheld. Assuming that Order 636 is upheld in its entirety,
the Registrant believes that it will benefit from the provisions of such Order.
The FERC has recently announced its intention to re-examine certain of
its transportation-related policies, including the manner in which interstate
pipelines release transportation capacity under Order 636 and the use of
market-based rates for interstate gas transportation. While any resulting FERC
action would affect the Registrant only indirectly, these inquiries are
intended to further enhance competition in the natural gas markets. In
addition, the FERC issued a policy statement on how interstate natural gas
pipelines can recover the cost of new pipeline facilities. While this policy
statement in its present form affects the Registrant only indirectly, the new
policy should enhance competition in natural gas markets and facilitate
construction of gas supply laterals. However, requests for rehearing of this
policy statement are currently pending. The Registrant cannot predict what
action the FERC will take on these requests. However, the Registrant believes
any such action will not have a material impact on the Registrant.
Under the NGA, natural gas gathering facilities are exempt from FERC
jurisdiction. The Registrant believes that its gathering systems meet the
traditional tests that the FERC has used to establish a pipeline's status as a
gatherer. Commencing in May 1994, the FERC has issued a series of orders in
individual cases that delineate its gathering policy. Among other matters, the
FERC slightly narrowed its statutory tests for establishing gathering status
and reaffirmed that it does not have jurisdiction over natural gas gathering
facilities and services and that such facilities and services are properly
regulated by state authorities. As a result, natural gas gathering may receive
I-19
<PAGE> 21
greater regulatory scrutiny by state agencies. In addition, the FERC has
approved several transfers by interstate pipelines of gathering facilities to
unregulated gathering companies, including affiliates. This could allow such
companies to compete more effectively with independent gatherers. Several of
the FERC's orders delineating its new gathering policy are subject to pending
court appeals. It is not possible at this time to predict the ultimate effect
of the new policy, although it could affect access to and rates charged for
interstate gathering services. However, the Registrant does not presently
believe the status of its facilities would be affected by modification to the
statutory criteria.
The Registrant's natural gas gathering operations may become subject
to additional safety and operational regulations relating to the design,
installation, testing, construction, operation, replacement, and management of
facilities. Pipeline safety issues have recently become the subject of
increasing focus in various political and administrative arenas at both the
state and federal levels. For example, various federal legislative proposals
addressing pipeline safety issues are currently pending, including a federal
"one call" notification system and certain new construction specifications.
Similar or additional legislation is likely to be proposed in the near future.
The Registrant believes that the adoption of additional pipeline safety
legislation will not materially affect the Registrant in light of its
relatively minor gathering operations.
On February 2, 1994, the Kansas Corporation Commission ("KCC") issued
an order which modified allowables applicable to wells within the Hugoton Gas
Field so that those proration units upon which infill wells had been drilled
would be
I-20
<PAGE> 22
assigned a larger allowable than those units without infill wells. Such order
was affirmed by a Kansas district court in September of 1994. An appeal of the
KCC's order is presently pending. As a consequence of this order, the
Registrant has drilled 47 infill wells and believes that it will be necessary
in the near future to drill an additional 65 to 70 wells with the total costs
to the Registrant ranging from $6.5 to $7 million. Several of these wells will
be drilled to a depth of 5,500 feet in search of additional reserve-bearing
formations.
Additional proposals and proceedings that might affect the oil and gas
industry are pending before the Congress, the FERC, and the courts. The
Registrant cannot predict when or whether any such proposals may become
effective. In the past, the natural gas industry has been very heavily
regulated. There is no assurance that the current regulatory approach pursued
by the FERC will continue. Notwithstanding the foregoing, it is anticipated
that compliance with existing federal, state and local laws, rules and
regulations will not have a material adverse effect upon the capital
expenditures, earnings or competitive position of the Registrant.
Federal Income Taxation
The Registrant's oil and gas operations, and the petroleum industry in
general, are affected by certain federal income tax laws, in particular the Tax
Reform Act of 1986, which was amended by the Energy Policy Act of 1992 and the
Revenue Reconciliation Act of 1993. The Registrant has considered the effects
of such federal income tax laws on its operations and has concluded that there
will be no material impact on its liquidity, capital expenditures, or
international operations.
I-21
<PAGE> 23
Environmental Laws
The Registrant's activities are subject to existing federal and state
laws and regulations governing environmental quality and pollution control.
Such laws and regulations may substantially increase the costs of exploring,
developing, or producing oil and gas and may prevent or delay the commencement
or continuation of a given operation. In the opinion of the Registrant's
management, its operations substantially comply with applicable environmental
legislation and regulations. The existence of such legislation and
regulations has had no material effect on the Registrant's operations, and the
cost of compliance therewith has not been material to date.
The Registrant believes that compliance with existing federal, state,
and local laws, rules, and regulations regulating the discharge of materials
into the environment or otherwise relating to the protection of the environment
will not have any material effect upon the capital expenditures, earnings, or
competitive position of the Registrant.
Natural Gas Marketing
Helmerich & Payne Energy Services, Inc., ("HPESI") continues into its
seventh year of business with emphasis on the purchase and marketing of the
Registrant's natural gas production. In addition, HPESI purchases third-party
gas for resale and provides compression and gathering services for a fee.
During fiscal year 1995, HPESI's sales of third-party gas constituted
approximately 10.6% of the Registrant's consolidated revenues.
HPESI sells natural gas to markets in the Midwest and Rocky Mountain
areas. Term gas sales contracts are for varied periods ranging from four
months to seven years. However, recent contracts have tended toward shorter
terms.
I-22
<PAGE> 24
The remainder of the Registrant's gas is sold under spot market contracts
having a duration of 30 days or less. For fiscal 1996, HPESI's term gas sales
contracts provide for the sale of approximately 13 bcf of gas. HPESI presently
intends to fulfill such term sales contracts with a portion of the gas reserves
purchased from the Registrant as well as from its purchases of third-party gas.
See pages I-14 through I-23 regarding the market, competition, and regulation
of natural gas.
CHEMICAL OPERATIONS
The Registrant owns a chemical plant at Baytown, Texas, where it
manufactures mercaptans and sulfides which are blended for use as warning
agents in natural and liquefied petroleum gases. The Registrant believes that
it is the largest single supplier of gas odorants in North America. Its
odorants are also sold in Korea, Latin America, Australia, and Japan. These
products are marketed by the Registrant using the trade names of "Natural Gas
Odorizing" and "Captan." In addition, the Registrant makes bulk sales of
mercaptans for use as sulfiding agents.
The Registrant is one of only two companies which sells odorants for
liquefied petroleum gases and is one of only three companies which sells
odorants for natural gas within the United States. The Registrant believes
that its market share approximates 40% to 50% of all domestic odorant sales.
Competition for liquefied petroleum odorant sales is primarily based upon
service considerations, while natural gas odorant manufacturers compete for
sales based on price and service considerations.
The manufacturing facility is adjacent to a major refinery and
chemical plant complex of Exxon Corporation, from which the Registrant obtains
most of
I-23
<PAGE> 25
its principal raw materials. The Registrant's chemical plant and related
operations are subject to numerous local, state, and federal environmental laws
and regulations. The Registrant believes it is currently in substantial
compliance with all such laws and that compliance with the same will not have
any material effect upon the capital expenditures, earnings or competitive
position of the Registrant.
During the fourth quarter of fiscal 1995, the Registrant retained an
investment banking firm for the purpose of advising the Registrant regarding
the potential sale of its chemical operations. The Registrant has authorized
such firm to solicit indications of interest in the Registrant's chemical
operations from certain prospective purchasers.
REAL ESTATE OPERATIONS
The Registrant's real estate operations are conducted exclusively
within the metropolitan area of Tulsa, Oklahoma. Its major holding is Utica
Square Shopping Center, consisting of fifteen separate buildings, with parking
and other common facilities covering an area of approximately 30 acres.
Fourteen of these buildings provide approximately 405,709 square feet of net
leasable retail sales and storage space (98% of which is currently leased) and
approximately 18,590 square feet of net leasable general office space (99% of
which is currently leased). Approximately 24% of the general office space is
occupied by the Registrant's real estate operations. The fifteenth building is
an eight-story medical office building which provides approximately 76,379
square feet of net leasable medical office space (78% of which is currently
leased). The Registrant has a two-level parking garage located in the
southwest corner of Utica Square that can accommodate approximately 250 cars.
I-24
<PAGE> 26
At the end of the 1995 fiscal year the Registrant owned 19 of a total
of 73 units in The Yorktown, a 16-story luxury residential condominium with
approximately 150,940 square feet of living area located on a six-acre tract
adjacent to Utica Square Shopping Center. Eleven of the Registrant's units are
currently leased.
The Registrant owns an eight-story office building located diagonally
across the street from Utica Square Shopping Center, containing approximately
87,000 square feet of net leasable general office and retail space. This
building houses the Registrant's principal executive offices. Approximately
11% of this building was leased to third parties during fiscal 1995.
The Registrant is also engaged in the business of leasing multi-tenant
warehouse space. Three warehouses known as Space Center, each containing
approximately 165,000 square feet of net leasable space, are situated in the
southeast part of Tulsa at the intersection of two major limited-access
highways. Present occupancy is 90%. The Registrant also owns approximately 1
1/2 acres of undeveloped land lying adjacent to such warehouses.
The Registrant also owns a 270 acre tract known as Southpark located
in the high-growth area of southeast Tulsa and consisting of approximately 257
acres of undeveloped real estate and approximately 13 acres of multi-tenant
warehouse area. The warehouse area is known as Space Center East and consists
of two warehouses, one containing approximately 90,000 square feet and the
other containing approximately 112,500 square feet. Occupancy has reached 100%
primarily due to the expansion of several existing tenants. Preliminary
planning has been accomplished to determine the best development uses for the
I-25
<PAGE> 27
remaining land. A high quality office park, with peripheral commercial,
office/warehouse, and hotel sites, has been contemplated.
The Registrant also owns a five-building complex called Tandem
Business Park. The project is located adjacent to and east of the Space Center
East facility and contains approximately six acres, with approximately 88,084
square feet of office/warehouse space. Occupancy has increased from 47% during
fiscal 1995 to 68% currently due primarily to the addition of one new tenant.
The Registrant also owns a twelve-building complex, consisting of approximately
204,600 square feet of office/warehouse space, called Tulsa Business Park. The
project is located south of the Space Center facility, separated by a city
street, and contains approximately 12 acres. Occupancy has increased to 94%
due to expansion of existing tenants and additions of new tenants during fiscal
1995.
The Registrant also owns two service center properties located
adjacent to arterial streets in south central Tulsa. The first, called Maxim
Center, consists of one office/warehouse building containing approximately
40,800 square feet and located on approximately 2.5 acres. During fiscal 1995
occupancy increased from 50% to 65% primarily due to one tenant's expansion.
The second, called Maxim Place, consists of one office/warehouse building
containing approximately 33,750 square feet and located on approximately 2.25
acres. During fiscal 1995, occupancy increased from 63% to 81% by the addition
of one new tenant and the expansion of one existing tenant.
I-26
<PAGE> 28
FINANCIAL
Information relating to Revenue and Income by Business Segments may be
found on page 11 of the Registrant's Annual Report to Shareholders for fiscal
1995, which is incorporated herein by reference.
EMPLOYEES
The Registrant had 1,716 employees within the United States (11 of
which were part-time employees) and 1,529 employees in international operations
as of September 30, 1995.
Item 2. PROPERTIES
CONTRACT DRILLING
The following table sets forth certain information concerning the
Registrant's existing domestic drilling rigs:
I-27
<PAGE> 29
<TABLE>
<CAPTION>
Rig Registrant's Optimum Working Present
Designation Classification Depth in Feet Location
- ----------- -------------- --------------- --------
<S> <C> <C> <C>
110 Medium Depth 12,000 Texas
141 Medium Depth 14,000 Texas
142 Medium Depth 14,000 Texas
143 Medium Depth 14,000 Texas
145 Medium Depth 14,000 Texas
146 Medium Depth 14,000 Texas
156 Medium Depth 14,000 Texas
157 Medium Depth 14,000 Texas
95 Medium Depth 16,000 Texas
96 Medium Depth 16,000 Oklahoma
118 Medium Depth 16,000 Texas
119 Medium Depth 16,000 Texas
120 Medium Depth 16,000 Texas
147 Medium Depth 16,000 Texas
154 Medium Depth 16,000 Texas
78 Deep 20,000 Texas
79 Deep 20,000 Louisiana
80 Deep 20,000 Oklahoma
89 Deep 20,000 Alabama
92 Deep 20,000 Oklahoma
94 Deep 20,000 Texas
98 Deep 20,000 Oklahoma
122 Deep 26,000 Louisiana
97 Deep 26,000 Texas
99 Deep 26,000 Texas
137 Deep 26,000 Texas
149 Deep 26,000 Texas
72 Very Deep 30,000 Louisiana
73 Very Deep 30,000 Louisiana
127 Very Deep 30,000 Oklahoma
101 Medium Depth 16,000 * Gulf of Mexico
104 Medium Depth 16,000 * Offshore California
108 Medium Depth 16,000 * Gulf of Mexico
91 Deep 20,000 * Gulf of Mexico
102 Deep 20,000 * Offshore California
103 Deep 20,000 * Offshore California
105 Deep 20,000 * Gulf of Mexico
109 Deep 20,000 * Gulf of Mexico
100 Deep 26,000 * Gulf of Mexico
106 Deep 26,000 * Gulf of Mexico
107 Deep 26,000 * Gulf of Mexico
</TABLE>
* Offshore platform rig
I-28
<PAGE> 30
The following table sets forth information with respect to the
utilization of the Registrant's domestic drilling rigs for the periods
indicated:
<TABLE>
<CAPTION>
Years ended September 30,
-------------------------
1991 1992 1993 1994 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Number of rigs owned at end of
period 46 39 42 47 41
Average rig utilization rate
during period (1) 47% 42% 53% 69% 71%
</TABLE>
(1) A rig is considered to be utilized when it is operated or being moved,
assembled, or dismantled under contract.
The following table sets forth certain information concerning the
Registrant's international drilling rigs:
<TABLE>
<CAPTION>
Rig Registrant's Optimum Working Present
Designation Classification Depth in Feet Location
----------- -------------- --------------- --------
<S> <C> <C> <C>
3 Workover/drilling 6,000 Venezuela
14 Workover/drilling 6,000 Venezuela
19 Workover/drilling 6,000 Venezuela
20 Workover/drilling 6,000 Venezuela
140 Medium Depth 10,000 Venezuela
158 Medium Depth 10,000 Venezuela
159 Medium Depth 12,000 Venezuela
132 Medium Depth 16,000 Ecuador
12 Deep (helicopter rig) 18,000 Ecuador
22 Deep (helicopter rig) 18,000 Bolivia
23 Deep (helicopter rig) 18,000 Ecuador
121 Deep 20,000 Colombia
45 Deep 26,000 Venezuela
82 Deep 26,000 Venezuela
83 Deep 26,000 Venezuela
117 Deep 26,000 Trinidad & Tobago
123 Deep 26,000 Bolivia
138 Deep 26,000 Ecuador
148 Deep 26,000 Venezuela
160 Deep 26,000 Venezuela
115 Very Deep 30,000 Venezuela
116 Very Deep 30,000 Venezuela
125 Very Deep 30,000 Colombia
113 Very Deep 30,000 Venezuela
128 Very Deep 30,000 Venezuela
129 Very Deep 30,000 Venezuela
133 Very Deep 30,000 Colombia
134 Very Deep 30,000 Colombia
</TABLE>
I-29
<PAGE> 31
<TABLE>
<CAPTION>
Rig Registrant's Optimum Working Present
Designation Classification Depth in Feet Location
----------- -------------- --------------- --------
<S> <C> <C> <C>
135 Very Deep 30,000 Colombia
136 Very Deep 30,000 Colombia
150 Very Deep 30,000 Venezuela
151 Very Deep 30,000 Colombia
152 Super Deep 30,000+ Colombia
153 Super Deep 30,000+ Colombia
139 Super Deep 30,000+ Colombia
</TABLE>
The following table sets forth information with respect to the
utilization of the Registrant's international drilling rigs for the periods
indicated:
<TABLE>
<CAPTION>
Years ended September 30,
-------------------------
1991 1992 1993 1994 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Number of rigs owned at end of
period 25 30 29 29 35
Average rig utilization rate
during period (1) 69% 69% 68% 88% 84%
</TABLE>
(1) A rig is considered to be utilized when it is operated or being moved,
assembled, or dismantled under contract.
OIL AND GAS DIVISION
All of the Registrant's oil and gas operations and holdings are
domestic.
Crude Oil Sales
The Registrant's net sales of crude oil and condensate for the fiscal
years 1993 through 1995 are shown below:
<TABLE>
<CAPTION>
Average Sales Average Lifting
Year Net Barrels Price per barrel Cost per Barrel
---- ----------- ---------------- ---------------
<S> <C> <C> <C>
1993 875,713 $17.58 $8.63
1994 887,455 $14.83 $7.74
1995 808,058 $16.37 $7.86
</TABLE>
I-30
<PAGE> 32
Natural Gas Sales
The Registrant's net sales of natural and casinghead gas for the three
fiscal years 1993 through 1995 are as follows:
<TABLE>
<CAPTION>
Average Sales Average Lifting
Year Net Mcf Price per Mcf Cost per Mcf
---- ------- ------------- ---------------
<S> <C> <C> <C>
1993 28,478,530 $1.84 $0.3460
1994 26,627,776 $1.72 $0.3760
1995 26,421,434 $1.27 $0.3640
</TABLE>
Following is a summary of the net wells drilled by the Registrant for
the fiscal years ended September 30, 1993, 1994, and 1995:
<TABLE>
<CAPTION>
Exploratory Wells Development Wells
------------------ --------------------
1993 1994 1995 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Productive 2.866 1.021 0.7 8.760 12.334 20.7695
Dry 1.393 1.436 2.596 2.858 0.233 3.2867
</TABLE>
On September 30, 1995, the Registrant was in the process of drilling
or completing one gross or 0.1633 net wells.
Acreage Holdings
The Registrant's holdings of acreage under oil and gas leases, as of
September 30, 1995, were as follows:
I-31
<PAGE> 33
<TABLE>
<CAPTION>
Developed Acreage Undeveloped Acreage
-------------------- ---------------------
Gross Net Gross Net
----- --- ----- ---
<S> <C> <C> <C> <C>
Alabama 480.00 112.21 146.00 18.12
Arkansas 3,508.23 1,915.90 -0- -0-
Colorado -0- -0- 1,000.00 260.28
Kansas 122,701.88 85,192.04 4,935.53 2,682.61
Louisiana 9,948.87 2,883.85 181,932.79 97,722.95
Mississippi 168.17 55.77 479.00 117.24
Montana 2,037.19 381.54 4,668.95 1,476.17
Nebraska 480.00 168.00 -0- -0-
Nevada -0- -0- 38,825.87 30,147.71
New Mexico 960.00 54.86 161.88 38.85
North Dakota -0- -0- 4,777.15 575.51
Oklahoma 143,366.70 47,719.39 32,499.74 16,214.27
Texas 90,392.22 42,017.94 12,976.71 6,988.05
wyoming -0- -0- 5,826.02 1,381.07
---------- ---------- ---------- ----------
Total 374,043.26 180,501.50 288,229.64 157,622.83
</TABLE>
Acreage is held under leases which expire in the absence of production
at the end of a prescribed primary term, and is, therefore, subject to
fluctuation from year to year as new leases are acquired, old leases expire,
and other leases are allowed to terminate by failure to pay annual delay
rentals.
Productive Wells
The Registrant's total gross and net productive wells as of September
30, 1995, were as follows:
<TABLE>
<CAPTION>
Oil Wells Gas Wells
--------- ---------
Gross Net Gross Net
----- --- ----- ---
<S> <C> <C> <C>
3,348 250 834 354
</TABLE>
Additional information required by this item with respect to the
Registrant's oil and gas operations may be found on pages I-12 through I-23 of
Item 1. BUSINESS, and pages 28 through 30 of the Registrant's Annual Report to
Shareholders for fiscal 1995, "Notes to Consolidated Financial Statements" and
"Note 12 Supplementary Financial Information for Oil and Gas Producing
Activities."
I-32
<PAGE> 34
Estimates of oil and gas reserves, future net revenues, and present
value of future net revenues were audited by Southmayd & Associates, Inc.,
independent consultants, 6450 South Lewis Avenue, Suite 220, Tulsa, Oklahoma,
74136. Total oil and gas reserve estimates do not differ by more than 5% from
the total reserve estimates filed with any other federal authority or agency.
CHEMICAL OPERATIONS
The Registrant owns at Baytown, Texas, a chemical plant which
manufactures mercaptans and sulfides for use primarily as warning odorants in
natural and liquefied petroleum gases. The plant occupies approximately ten
acres of a 30-acre tract which the Registrant owns. It is estimated that the
plant has an annual optimum design production capacity of 20,000,000 pounds of
odorants and other mercaptans; however, current operating permits limit
production to 10,000,000 to 12,000,000 pounds per year.
REAL ESTATE OPERATIONS
See Item 1. BUSINESS, pages I-24 through I-26.
STOCK
At the end of fiscal 1995:
The Registrant owned 466,451 shares of the common stock of Sun
Company, Inc., and 329,053 shares of the Sun Company, Inc. preferred series
"A". The Registrant owned 625,000 shares of Oryx Energy Company, Inc.
The Registrant owned 1,600,000 shares of the common stock of Atwood
Oceanics, Inc., a Houston, Texas based company engaged in offshore contract
drilling. The Registrant's ownership of Atwood is approximately 24%.
The Registrant owned 740,000 shares of the common stock of
Schlumberger, Ltd.
I-33
<PAGE> 35
The Registrant owned 240,000 shares of the common stock of Phillips
Petroleum Company, Inc.
The Registrant owned 225,000 shares of the common stock of ONEOK.
The Registrant owned 395,000 shares of the common stock of Liberty
Bancorp, Inc., formerly Banks of Mid-America, Inc. Liberty Bancorp, Inc., is a
bank holding company which owns Liberty Bank and Trust Company of Tulsa, N.A.,
and Liberty Bank and Trust Company of Oklahoma City, N.A. The Registrant's
ownership of Liberty Bancorp, Inc., is approximately 4%.
The Registrant also owned lesser holdings in several other publicly
traded corporations.
Item 3. LEGAL PROCEEDINGS
There are no material legal proceedings pending against the Registrant.
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the names and ages of the Registrant's
executive officers, together with all positions and offices held with the
Registrant by such executive officers. Officers are elected to serve until the
meeting of the Board of Directors following the next Annual Meeting of
Stockholders and until their successors have been elected and have qualified or
until their earlier resignation or removal.
I-34
<PAGE> 36
<TABLE>
<S> <C>
W. H. Helmerich, III, 72 Director since 1949; Chairman of the Board
Chairman of the Board since December 1, 1960; Chief Executive
Officer from December 1, 1960 to December 6,
1989; and President from December 1, 1960 to
December 11, 1987
Hans Helmerich, 37 Director since March 4, 1987; appointed
President and Chief Executive Officer on
December 6, 1989; President and Chief
Operating Officer from December 11, 1987;
Executive Vice President from March 13, 1987;
Vice President from June 15, 1985; son
of W. H. Helmerich, III, Chairman
Allen S. Braumiller, 61 Appointed Vice President, Exploration, in 1977
President
George S. Dotson, 54 Director since March 7, 1990; appointed Vice
President, Drilling, in 1977 and appointed
President and Chief Operating Officer of
Helmerich & Payne International Drilling Co.
on February 14, 1977
Douglas E. Fears, 46 Appointed Vice President, Finance, on March
Vice President 11, 1988, prior to which he was Internal
Auditor from June 30, 1986
Steven R. Mackey, 44 Appointed Secretary on March 7, 1990; Vice
Vice President and President on March 11, 1988; and General
Secretary Counsel on January 1, 1988, prior to which he
was Associate General Counsel from January 1,
1986
James L. Payne, 56 Appointed Vice President, Real Estate, on
Vice President September 4, 1991; prior to that date he was
Vice President and General Manager of
Helmerich & Payne Properties, Inc., from May
9, 1985
Steven R. Shaw, 44 Appointed Vice President, Production, on
Vice President July 8, 1985
Gordon K. Helm, 42 Chief Accounting Officer of the Registrant;
Controller appointed Controller effective December 10,
1993; Manager of Internal Audit from September
13, 1991; Regional Controller for Memorex
Telex Corporation from 1989; and Manager of
Planning for Memorex Telex Corporation from
1988
</TABLE>
I-35
<PAGE> 37
PART II
Item 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS
The principal market on which the Registrant's common stock is traded
is the New York Stock Exchange. The high and low sale prices per share for the
common stock for each quarterly period during the past two fiscal years as
reported in the NYSE - Composite Transaction quotations follow:
<TABLE>
<CAPTION>
1994 1995
---- ----
Quarter High Low High Low
------- ---- --- ---- ---
<S> <C> <C> <C> <C>
First 34 1/2 26 1/2 31 1/4 25 5/8
Second 30 26 27 1/2 24 1/2
Third 27 1/8 25 1/8 31 26 5/8
Fourth 28 1/8 25 5/8 30 27 5/8
</TABLE>
The Registrant paid quarterly cash dividends during the past two years
as shown in the following table:
<TABLE>
<CAPTION>
Paid per Share Total Payment
-------------- -------------
Fiscal Fiscal
------ ------
Quarter 1994 1995 1994 1995
------- ---- ---- ---- ----
<S> <C> <C> <C> <C>
First $0.120 $0.125 $2,956,498 $3,089,758
Second 0.120 0.125 2,960,098 3,087,958
Third 0.120 0.125 2,960,314 3,092,973
Fourth 0.125 0.125 3,087,902 3,094,813
</TABLE>
The Registrant paid a cash dividend of $0.125 per share on December 1,
1995, to shareholders of record on November 15, 1995. Payment of future
dividends will depend on earnings and other factors.
As of December 15, 1995, there were 1,656 record holders of the
Registrant's common stock as listed by the transfer agent's records.
II - 1
<PAGE> 38
Item 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Five-year Summary of Selected Financial Data
--------------------------------------------
1991 1992 1993 1994 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Sales, operating,
and other revenues $213,946 $239,700 $315,097 $329,001 $325,776
Income from con-
tinuing operations 21,241 10,849 24,550 20,971 9,751
Income from con-
tinuing operations
per common share 0.88 0.45 1.01 0.86 0.40
Total assets 575,168 585,504 610,935 624,827 710,165
Long-term debt 5,693 8,339 3,600 -0- -0-
Cash dividends
declared per
common share 0.46 0.47 0.48 0.49 0.50
</TABLE>
Registrant adopted Financial Accounting Standards Board Statement of
Financial Accounting Standards No. 121 during the fourth quarter of fiscal 1995
which resulted in an impairment charge of $20,000,000 to Registrant's oil and
gas division and $2,000,000 to its real estate division. These non-cash,
non-recurring charges reduced income from continuing operations for the quarter
and fiscal year by 13.6 million dollars ($0.55 per share).
Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Information required by this item may be found on pages 12 through 16,
Management's Discussion & Analysis of Results of Operations and Financial
Condition, in the Registrant's Annual Report to Shareholders for fiscal 1995,
which is incorporated herein by reference.
II - 2
<PAGE> 39
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information required by this item may be found on pages 17 through 30
in the Registrant's Annual Report to Shareholders for fiscal 1995, which is
incorporated herein by reference.
Item 9. CHANGES IN AND DISAGREEMENTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
The required information regarding the change in Registrant's
certifying accountant was previously reported in a Current Report on Form 8-K
filed with the Securities and Exchange Commission on April 7, 1994.
II - 3
<PAGE> 40
PART III
Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information required under this item with respect to Directors and
with respect to delinquent filers pursuant to Item 405 of Regulation S-K is
incorporated by reference from the Registrant's definitive Proxy Statement for
the Annual Meeting of Stockholders to be held March 6, 1996, to be filed with
the Commission not later than 120 days after September 30, 1995. See pages
I-34 through I-35 for information covering the Registrant's Executive Officers.
Item 11. EXECUTIVE COMPENSATION
This information is incorporated by reference from the Registrant's
definitive Proxy Statement for the Annual Meeting of Stockholders to be held
March 6, 1996, to be filed with the Commission not later than 120 days after
September 30, 1995.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
This information is incorporated by reference from the Registrant's
definitive Proxy Statement for the Annual Meeting of Stockholders to be held
March 6, 1996, to be filed with the Commission not later than 120 days after
September 30, 1995.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This information is incorporated by reference from the Registrant's
definitive Proxy Statement for the Annual Meeting of Stockholders to be held
March 6, 1996, to be filed with the Commission not later than 120 days after
September 30, 1995.
III - 1
<PAGE> 41
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K
(a) Document List
1. The financial statements called for by Item 8 are incorporated
herein by reference from the Registrant's Annual Report to
Shareholders for fiscal 1995.
2. The Report of Independent Public Accountants on Financial
Statements and Financial Statement Schedules for the fiscal
year ended September 30, 1993, is filed as a part of this
Form.
3. Exhibits required by Item 601 of Regulation S-K:
<TABLE>
<CAPTION>
Exhibit Number:
--------------
<S> <C> <C>
3.1 Restated Certificate of Incorporation and Amendment to Restated Certificate of Incorporation of
the Registrant are incorporated herein by reference from the Registrant's Annual Report on Form
10-K to the Securities and Exchange Commission for fiscal 1987.
3.2 By-Laws of the Registrant are incorporated herein by reference from the Registrant's Annual
Report on Form 10-K to the Securities and Exchange Commission for fiscal 1990.
4.1 Rights Agreement dated as of January 21, 1986, between the Registrant and The First National
Bank of Boston is incorporated herein by reference to the Registrant's Form 8-A dated January
30, 1986.
4.2 Amendment to Rights Agreement dated as of December 5, 1990, between the Registrant and The
Liberty National Bank and Trust Company of Oklahoma City is incorporated herein by reference to
the Registrant's Form 8, Amendment No. 1 to Form 8-A, dated December 11, 1990.
* 10.1 Incentive Stock Option Plan is incorporated herein by reference to Exhibit 4.2 to the
Registrant's Registration Statement No. 33-16771 on Form S-8.
</TABLE>
IV-1
<PAGE> 42
<TABLE>
<S> <C> <C>
* 10.2 Consulting Services Agreement between W. H. Helmerich, III, and the Registrant effective
January 1, 1990, as amended, is incorporated herein by reference from the Registrant's Annual
Report on Form 10-K to the Securities and Exchange Commission for fiscal 1990.
* 10.3 Restricted Stock Plan for Senior Executives of Helmerich & Payne, Inc., is incorporated herein
by reference to Exhibit "A" to the Registrant's Proxy Statement dated January 26, 1990.
* 10.4 Form of Restricted Stock Award Agreement for the Restricted Stock Plan for Senior Executives of
Helmerich & Payne, Inc., together with all amendments thereto, is incorporated herein by
reference from the Registrant's Annual Report on Form 10-K to the Securities and Exchange
Commission for fiscal 1990.
* 10.5 Supplemental Retirement Income Plan for Salaried Employees of Helmerich & Payne, Inc., is
incorporated herein by reference from the Registrant's Annual Report on Form 10-K to the
Securities and Exchange Commission for fiscal 1990.
* 10.6 Helmerich & Payne, Inc. 1990 Stock Option Plan is incorporated herein by reference to Exhibit
"A" to Registrant's Proxy Statement dated January 25, 1991.
* 10.7 Supplemental Savings Plan for Salaried Employees of Helmerich and Payne, Inc., is incorporated
herein by reference from Registrant's Annual Report on Form 10-K to the Securities and Exchange
Commission for fiscal 1993.
13. The Registrant's Annual Report to Shareholders for fiscal 1995.
22. Subsidiaries of the Registrant.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Independent Auditors.
27. Financial Data Schedule.
</TABLE>
____________________
* Compensatory Plan or Arrangement.
IV-2
<PAGE> 43
(b) Report on Form 8-K
No reports on Form 8-K were filed during the fourth quarter of the
fiscal year ended September 30, 1995.
IV-3
<PAGE> 44
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON
FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES
FOR THE FISCAL YEAR ENDED
SEPTEMBER 30, 1993
To the Shareholders and Board of Directors of Helmerich & Payne, Inc.:
We have audited the consolidated balance sheet of Helmerich & Payne, Inc.
(a Delaware corporation) and subsidiaries as of September 30, 1993, and the
related consolidated statements of income, shareholders' equity and cash flows
for the year then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedules listed in Item 14(a) are
presented for purposes of complying with the Securities and Exchange
Commission's rules and are not part of the basic financial statements. The
information in these schedules as of September 30, 1993, and for the year then
ended, have been subjected to the auditing procedures applied in the audit of
the basic financial statements and, in our opinion, fairly state in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Helmerich & Payne, Inc. and
subsidiaries as of September 30, 1993, and the results of their operations and
their cash flows for the year then ended, in conformity with generally accepted
accounting principles.
ARTHUR ANDERSEN LLP
Tulsa, Oklahoma
November 16, 1993
IV-4
<PAGE> 45
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned, thereunto duly authorized:
HELMERICH & PAYNE, INC.
By Hans Helmerich
----------------------------
Hans Helmerich, President
(Chief Executive Officer)
Date: December 18, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934,
this Report has been signed by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:
By William L. Armstrong By Glenn A. Cox
-------------------------------- ---------------------------------
William L. Armstrong, Director Glenn A. Cox, Director
Date: December 18, 1995 Date: December 18, 1995
By George S. Dotson By C. W. Flint, Jr.
-------------------------------- --------------------------------
George S. Dotson, Director C. W. Flint, Jr., Director
Date: December 18, 1995 Date: December 18, 1995
By Hans Helmerich By W. H. Helmerich, III
-------------------------------- --------------------------------
Hans Helmerich, Director and CEO W. H. Helmerich, III, Director
Date: December 18, 1995 Date: December 18, 1995
By George A. Schaefer By H. W. Todd
-------------------------------- --------------------------------
George A. Schaefer, Director H. W. Todd, Director
Date: December 18, 1995 Date: December 18, 1995
By John D. Zeglis By Douglas E. Fears
-------------------------------- --------------------------------
John D. Zeglis, Director Douglas E. Fears
Date: December 18, 1995 (Principal Financial Officer)
Date: December 18, 1995
By Gordon K. Helm
--------------------------------
Gordon K. Helm, Controller
(Principal Accounting Officer)
Date: December 18, 1995
<PAGE> 46
HELMERICH & PAYNE, INC.
Index to Exhibits Not Incorporated by Reference
<TABLE>
<CAPTION>
Exhibit No. Page
- ----------- ----
<S> <C> <C>
13. Annual Report to Shareholders for fiscal 1995 48
22. Subsidiaries of the Registrant 84
23.1 Consent of Independent Public Accountants 85
23.2 Consent of Independent Auditors (Ernst & Young LLP) 86
27 Finanical Data Schedule 87
</TABLE>
<PAGE> 1
EXHIBIT 13
================================================================================
HELMERICH & PAYNE, INC. ANNUAL REPORT FOR 1995
================================================================================
<TABLE>
<CAPTION>
=========================================================================================
HIGHLIGHTS
=========================================================================================
Years Ended September 30, 1995 1994
-----------------------------------------------------------------------------------------
<S> <C> <C>
Revenues $ 325,776,000 $ 329,001,000
-----------------------------------------------------------------------------------------
Net Income $ 9,751,000 $ 24,971,000
-----------------------------------------------------------------------------------------
Earnings Per Share $ .40 $ 1.02
-----------------------------------------------------------------------------------------
Dividends Paid Per Share $ .50 $ .485
-----------------------------------------------------------------------------------------
Capital Expenditures $ 111,776,000 $ 105,883,000
-----------------------------------------------------------------------------------------
Total Assets $ 710,165,000 $ 624,827,000
-----------------------------------------------------------------------------------------
</TABLE>
================================================================================
HELMERICH & PAYNE, INC. IS A DIVERSIFIED, ENERGY-ORIENTED COMPANY ENGAGED IN
CONTRACT DRILLING, OIL AND GAS EXPLORATION AND PRODUCTION, CHEMICALS
MANUFACTURING, AND REAL ESTATE DEVELOPMENT AND MANAGEMENT. THE COMPANY ALSO
HOLDS SUBSTANTIAL EQUITY INVESTMENTS IN SEVERAL OTHER PUBLICLY OWNED
CORPORATIONS.
================================================================================
<PAGE> 2
================================================================================
PRESIDENT'S LETTER
================================================================================
To the Co-owners of Helmerich & Payne, Inc.
In our fast paced lives, we easily forget to pause long enough to reflect on
our significant milestones.
The Company's celebration of its 75th year anniversary provided such an
opportunity during 1995. The theme of that celebration is captured by Peter
Drucker when he suggests that people are a Company's only strategic asset.
From the first days of the partnership between my grandfather and Bill Payne,
the Company has been built on the principle that success springs from the
character and competency of its people.
The acceleration of change in today's world and the challenge of generating
growth and economic returns in a stagnate energy industry only act to
underscore that our future will be measured by our ability to carry forward the
successful combination of talent and integrity characteristic of the people
that have served the Company during its first 75 years.
On the first score, I am convinced we will continue to recruit and develop a
team with superior skills and training. In fact, today we are stronger than
ever and are building a roster loaded with talent as we face the opportunities
ahead.
But talent is not enough. It must be teamed together with the inner qualities
of integrity and trustworthiness.
This elusive quality of heart is more a matter of daily habit than a slogan or
catch phrase. It is not scripted by company policy, but from deep inside, a
kind of internal reflex of character. My grandfather was fond of saying that
you must always hire good people and that life was just too short to do
business with the wrong people. Over the years, our nation has produced a
goodness, a strength of character in its people that has fueled the greatest
economy and quality of life ever before in all of history.
2
<PAGE> 3
Looking forward, does de Tocqueville's classic observation that America's
greatness is secured from the wellspring of her basic goodness still hold true
for our children? In his tour across America, Colin Powell lamented that our
society had lost its sense of shame. Our young people are paying a terrible
price. We lead the industrialized world in illegitimate births, abortions,
teenage suicide, and violent crime while ranking at the bottom in our
elementary and secondary school achievement scores.
By its nature, the government cannot impart goodness, and displacing parental
responsibility with political compassion is doomed to fail. We see our prisons
and welfare rolls dominated by the fatherless. If a young person's core
principles and goodness of heart are nurtured from early childhood, shaped and
cultivated within families, then every business person and citizen has a stake
in their success. Strong families drive our future.
Scripture speaks of turning the hearts of the fathers to the children and an
African proverb says the raising of a child is so important that it takes an
entire village to do it.
While the government can play a role by reforming welfare and reducing the
crushing tax burden, only parents, families, relatives, pastors, troop leaders,
coaches, and teachers can build and safeguard our nation's most strategic
asset, our children.
Sincerely,
Hans Helmerich
December 15, 1995 President
3
<PAGE> 4
================================================================================
DRILLING HELMERICH & PAYNE INTERNATIONAL DRILLING CO.
================================================================================
SUMMARY At the close of 1995, Helmerich & Payne International Drilling Co.
owned 30 land rigs and 11 offshore platform rigs in the United States, and 35
land rigs in the countries of Venezuela (18), Colombia (10), Ecuador (4),
Bolivia (2), and Trinidad (1). Financial results in 1995 improved considerably
over 1994 with revenues and pre-tax operating profit increasing 11 and 38
percent, respectively.
INTERNATIONAL OPERATIONS The Company has had operations in South America
since the 1950's and today the region ranks among the most active contract
drilling arenas in the world. A total of nine rigs were moved to South America
in 1995, three of which were deployed to Colombia for the Cusiana/Cupiagua
development operated by BP Exploration, and two rigs were moved to Bolivia for
Exxon and Total. Four rigs were sent to Venezuela and one more was en route at
the close of the fiscal year. For the first time in several decades, Venezuela
is encouraging outside investment to develop its prolific oil and gas
resources. This change in policy is expected to stimulate additional demand
for drilling services in the future.
DOMESTIC OPERATIONS Land rig utilization averaged 73 percent in 1995,
compared with 66 percent the previous year. An average of five more rigs
worked throughout the year than in 1994, primarily due to the Company's
acquisition of ENSCO's domestic land drilling business in the third quarter of
last year.
Offshore platform activity declined in 1995, with Company-owned rigs averaging
66 percent utilization compared with 79 percent in 1994. Five rigs worked
continually in the Gulf of Mexico and two rigs offshore California. The
Company
4
<PAGE> 5
also provided labor and other services for two Exxon-owned platform rigs
located offshore California.
In the spring of 1995, Helmerich & Payne International Drilling Co. was awarded
a contract to design, build, and operate an offshore platform rig for Shell
Offshore Inc.'s (SOI) Mars tension leg platform (TLP) in the Gulf of Mexico.
The Mars project, considered by many to be the largest discovery in the Gulf of
Mexico in more than 20 years, is scheduled to begin in the spring of 1996 and
will be set at a water depth exceeding 2,900 feet. The Company was also
awarded a letter of intent to build a similar rig for SOI's Ram-Powell project
which is scheduled to begin in 1997. The Ram- Powell TLP will be set at a
water depth of approximately 3,200 feet. Deepwater developments like these
will be pivotal to the future of the offshore oil and gas industry, and the
Company is well positioned to participate at the forefront of this trend.
OUTLOOK Four points stand out among the myriad issues and challenges facing
the Company and this industry. First, safety and the prevention of accidents
is and will continue to be a crucial objective. Second, the organizational
structure needs to have the agility to respond effectively in periods of both
high and low demand. Third, as customers continue to hone their organizations
to achieve better efficiency and productivity, this will create opportunities
for contractors to provide additional services. Finally, each of these three
points is contributing to the formation of alliances between operators,
contractors, and other service companies. The Company is leading and
participating in several of these relationships, and is committed to further
enhancing its ability to add value to the customer.
5
<PAGE> 6
================================================================================
EXPLORATION & PRODUCTION HELMERICH & PAYNE, INC.
================================================================================
SUMMARY Helmerich & Payne, Inc. explores for, develops, and acquires oil
and natural gas reserves primarily in the states of Oklahoma, Kansas, Texas,
and Louisiana. Additionally, the Company provides natural gas marketing
services through its wholly-owned subsidiary, Helmerich & Payne Energy
Services, Inc. At year-end, the Company reported proved reserves of
approximately 280 billion cubic feet (Bcf) of natural gas and 6.3 million
barrels of oil. Reserves were approximately 290.7 Bcf and 6.7 million barrels
in 1994.
PRODUCTION OVERVIEW Natural gas production averaged 72,387 thousand cubic
feet (Mcf) per day in 1995, compared with a 72,953 Mcf per day average in 1994.
The average price received for natural gas fell by 45 cents per Mcf to $1.27 in
1995, reducing natural gas revenue by 25 percent for the year. Oil production
averaged 2,214 barrels per day compared with 2,431 barrels in 1994. The
average price received per barrel of oil increased to $16.37 per barrel in
1995, from $14.83 the previous year.
FINANCIAL OVERVIEW Effective in 1995, the Company adopted Statement of
Financial Accounting Standards No. 121 (SFAS 121) "Accounting for the
Impairment of Long-Lived Assets" which resulted in a $20 million non-cash
charge to pre-tax operating profit. Under SFAS 121, the Company measures
impairment to oil and gas assets on a field-by-field basis, rather than using a
single cost center. This impairment charge, coupled with the collapse of
natural gas prices, had a significant negative impact on the year's financial
results.
6
<PAGE> 7
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
FINANCIAL SUMMARY
- ----------------------------------------------------------------------------------------------------
Years Ended September 30, 1995 1994 1993
- ----------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
Oil Revenue . . . . . . . . . . . . . . . . $13,227 $13,161 $15,392
Natural Gas Revenue . . . . . . . . . . . . 33,851 45,261 52,446
Pre-tax Operating Profit (Loss) . . . . . . (23,961) 3,245 19,495
Depreciation and Depletion . . . . . . . . 19,913 19,523 18,294
SFAS 121 Impairment . . . . . . . . . . . . 19,982 -- --
Capital Expenditures . . . . . . . . . . . 20,956 45,809 25,551
- ----------------------------------------------------------------------------------------------------
</TABLE>
DRILLING AND EXPLORATION The Company participated in the drilling of 59
(27.4 net) wells in 1995, 46 (24.1 net) of which were development wells, and 13
(3.3 net) were classified as exploratory wells. A total of 42 wells (21.5 net)
were productive and 17 (5.9 net) wells were dry holes.
During 1995, the Company increased its investment in exploration prospects.
The Company had working interests in several high profile, yet unsuccessful
wells including the Sealind 1-11 in Wyoming, and the Shadyside A-1 and the
Miami Fee No. 5 in Louisiana. In the Louisiana Austin Chalk, the Company is
exchanging or pooling some of its acreage on the western side of this prospect
for overriding royalties or carried interests in exploratory drilling efforts.
The Company intends to minimize its financial exposure to the exploratory phase
of this prospect, while retaining an acreage position for potential development
opportunities.
OUTLOOK In September of 1995, the Company restructured its Exploration and
Production Division around geographically focused teams. Each team will review
and develop drilling, workover, and acquisition prospects for a specific
region. The objective is to enhance performance by refocusing on the Company's
strengths in key geographic regions.
7
<PAGE> 8
================================================================================
REAL ESTATE HELMERICH & PAYNE PROPERTIES, INC.
================================================================================
SUMMARY The purchase of Utica Square Shopping Center in 1964 marked the
beginning of the Company's active involvement in Tulsa's commercial real estate
market. Through its wholly-owned subsidiary, Helmerich & Payne Properties,
Inc., the Company owns 1,652,311 square feet of leasable space and
approximately 257 acres of undeveloped land. An increase in industrial leasing
activity helped move the Company's occupancy level from an average of 83
percent in 1994, to 87 percent in 1995.
Pre-tax operating profit fell sharply in 1995, as the Company adopted Statement
of Financial Accounting Standards No. 121 (SFAS 121) which resulted in a
write-down in the book value of two combination office/warehouse properties
acquired in the mid-1980's.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- -----------------------------------------------------------------------------------------------------
Years Ended September 30, 1995 1994 1993
- -----------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
Gross Revenues . . . . . . . . . . . $ 7,570 $ 7,803 $ 7,630
Pre-Tax Operating Profit . . . . . . 2,157 4,460 4,149
Depreciation Expense . . . . . . . . 1,623 1,624 1,679
SFAS 121 Impairment . . . . . . . . 2,000 -- --
Capital Expenditures . . . . . . . . 907 916 458
Year-End Book Value . . . . . . . . 23,353 26,065 27,006
Average Occupancy . . . . . . . . . 87% 83% 86%
- -----------------------------------------------------------------------------------------------------
</TABLE>
UTICA SQUARE SHOPPING CENTER With its unique outdoor design spread over 30
landscaped acres, Utica Square Shopping Center is the cornerstone of the
Company's real estate portfolio and a landmark in the Tulsa community. Nearly
70 merchants and restaurants reside at Utica Square including Ann Taylor,
Banana Republic, The Disney Store, Miss Jackson's, The Limited, Pier 1, Saks
Fifth Avenue and Williams-Sonoma.
8
<PAGE> 9
INDUSTRIAL PROPERTIES The Company's industrial real estate holdings consist
of two bulk warehouse developments encompassing 697,500 square feet and four
combination office/warehouse developments with a total of 367,234 square feet.
All of the Company's properties are located in the southeastern section of
Tulsa, proximate to major transportation arteries. During 1994, the Company
reorganized its marketing strategy for these properties by outsourcing leasing
activities to a local broker specializing in industrial properties. The
additional exposure derived from this effort, combined with an improved leasing
climate, helped increase occupancy from 77 percent at the end of 1994, to 90
percent at the close of 1995.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
SUMMARY OF PROPERTY OWNED
- ---------------------------------------------------------------------------------------------------
Property Name Description Square Feet
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Utica Square Shopping Center Upscale Retail 405,709
Utica Square Offices and Medical Center Professional Offices 94,969
Plaza Office Building Corporate Offices 86,899
Space Center Industrial Warehouses 495,000
Space Center East Industrial Warehouses 202,500
Tandem Business Park Office/Warehouse Complex 88,084
Tulsa Business Park Office/Warehouse Complex 204,600
Maxim Center Office/Warehouse Complex 40,800
Maxim Place Office/Warehouse Complex 33,750
Southpark Undeveloped 257 Acres --
----------
Total Square Feet 1,652,311
==========
- ---------------------------------------------------------------------------------------------------
</TABLE>
OUTLOOK There are a number of positive signs in the Tulsa economy which
should help to continue the absorption of excess commercial space into the next
year. Tulsa was the beneficiary of some significant expansion and relocation
decisions in 1995 and the aviation industry, one of the area's largest
employers, appears to be enjoying a modest recovery. While a development boom
is not anticipated anytime soon, the Company's property holdings are well
positioned in the market to benefit from future growth of the Tulsa area.
9
<PAGE> 10
================================================================================
CHEMICALS NATURAL GAS ODORIZING, INC.
================================================================================
SUMMARY Natural Gas Odorizing, Inc. (NGO), is a leading producer of
mercaptan-based chemicals used as warning agents in natural and liquified
petroleum gas (LPG). In most North American jurisdictions natural gas and LPG
odorization is required by law before the fuels can be sold for commercial or
residential purposes. On a smaller scale, NGO produces similarly composed
products which are used as sulfides or feed stock in other processes within the
chemical and refining industries.
The Company's Baytown, Texas, plant neighbors an Exxon refinery from which the
Company receives its key raw materials, hydrogen sulfide and olefins. Products
are shipped in Company-owned tank trucks or in returnable or non-returnable
cylinders to a customer base primarily made up of natural gas utilities and LPG
distribution companies. NGO competes with two other suppliers in this small
but highly competitive market. Approximately nine percent of NGO's sales came
from outside of North America in 1995, compared with eight percent in 1994.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
- ----------------------------------------------------------------------------------------------------
Years Ended September 30, 1995 1994 1993
- ----------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
Gross Revenues . . . . . . . . . . . . . . . $ 19,055 $ 18,849 $ 14,374
Pre-Tax Operating Profit . . . . . . . . . . 6,221 5,994 3,665
Depreciation Expense . . . . . . . . . . . . 672 654 594
Capital Expenditures . . . . . . . . . . . . 859 619 630
Pounds of Product Sold . . . . . . . . . . . 7,670 8,071 7,930
- ----------------------------------------------------------------------------------------------------
</TABLE>
Total revenue and operating profit finished at record levels for the respective
sixth and fifth consecutive years in 1995. Product price increases were the
major reason for improved results over the past three years.
During 1995, an investment banking firm was retained to advise the Company
regarding the potential sale of Natural Gas Odorizing, Inc.
10
<PAGE> 11
REVENUES AND INCOME BY BUSINESS SEGMENTS
================================================================================
HELMERICH & PAYNE, INC.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Years Ended September 30, 1995 1994 1993
- ----------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
SALES AND OTHER REVENUES:
Contract Drilling - Domestic . . . . . . . . . . $ 93,890 $ 86,521 $ 60,328
Contract Drilling - International . . . . . . . 110,695 98,111 89,618
--------- --------- --------
Total Contract Drilling Division . . . . . . 204,585 184,632 149,946
--------- --------- --------
Exploration and Production . . . . . . . . . . . 47,986 58,884 69,795
Natural Gas Marketing . . . . . . . . . . . . . 35,301 51,889 63,858
--------- --------- --------
Total Oil and Gas Division . . . . . . . . . . . 83,287 110,773 133,653
--------- --------- --------
Chemical Division . . . . . . . . . . . . . . . 19,055 18,849 14,374
Real Estate Division . . . . . . . . . . . . . . 7,570 7,803 7,630
Investments and Other Income . . . . . . . . . . 11,279 6,944 9,494
--------- --------- --------
Total Revenues . . . . . . . . . . . . . . . . . . $325,776 $329,001 $315,097
========= ========= ========
OPERATING PROFIT (LOSS):
Contract Drilling - Domestic . . . . . . . . . . $ 7,127 $ 5,874 $ 122
Contract Drilling - International . . . . . . . 21,110 14,645 15,281
--------- --------- --------
Total Contract Drilling Division . . . . . . 28,237 20,519 15,403
--------- --------- --------
Exploration and Production . . . . . . . . . . . (23,961) 3,245 19,495
Natural Gas Marketing . . . . . . . . . . . . . 1,892 1,525 667
--------- --------- --------
Total Oil and Gas Division . . . . . . . . . (22,069) 4,770 20,162
--------- --------- --------
Chemical Division . . . . . . . . . . . . . . . 6,221 5,994 3,665
Real Estate Division . . . . . . . . . . . . . . 2,157 4,460 4,149
--------- --------- --------
Total Operating Profit . . . . . . . . . . . 14,546 35,743 43,379
--------- --------- --------
OTHER:
Miscellaneous operating . . . . . . . . . . . . (1,624) (1,292) (687)
Income from investments . . . . . . . . . . . . 10,846 6,303 9,050
General corporate expense . . . . . . . . . . . (8,801) (8,908) (6,820)
Interest expense . . . . . . . . . . . . . . . . (407) (385) (925)
Corporate depreciation . . . . . . . . . . . . . (851) (1,162) (766)
--------- --------- --------
Total Other . . . . . . . . . . . . . . . . . (837) (5,444) (148)
--------- --------- --------
INCOME BEFORE INCOME TAXES, EQUITY IN INCOME
(LOSS) OF AFFILIATE, AND CUMULATIVE EFFECT OF
CHANGE IN ACCOUNTING PRINCIPLE: . . . . . . . . . . $ 13,709 $ 30,299 $ 43,231
========= ========= ========
</TABLE>
- --------------------------------------------------------------------------------
Note: This schedule is an integral part of Note 11 (pages 27-28) of the
financial statements that follow.
11
<PAGE> 12
MANAGEMENT'S DISCUSSION & ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
================================================================================
HELMERICH & PAYNE, INC.
RESULTS OF OPERATIONS
Helmerich & Payne, Inc.'s net income for 1995 was $9,751,000 ($0.40 per share),
compared with net income of $24,971,000 ($1.02 per share) in 1994, and
$24,550,000 ($1.01 per share) in 1993. Net income in 1995 includes a non-cash,
non- recurring charge of $13,600,000 ($0.55 per share) as a result of the
Company's adoption of Statement of Financial Accounting Standards (SFAS) No.
121, Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed Of. Results for 1994 included $4 million ($0.16 per
share) of income due to a one-time reduction in the Company's deferred income
taxes from the cumulative effect of adopting SFAS No. 109, Accounting for
Income Taxes.
Included in the Company's net income, but not related to its operations, were
after-tax gains from the sale of investment securities of $3,481,000 ($0.14 per
share) in 1995, and $1,780,000 ($0.07 per share) in 1993. Also included was
the Company's portion of income or losses of its equity affiliate, Atwood
Oceanics, Inc., which was $0.04 per share of income in both 1995 and 1994, and
a loss of $0.02 per share in 1993.
Company revenues declined slightly to $325,776,000 in 1995, from $329,001,000
in 1994, and $315,097,000 in 1993. Although contract drilling revenues rose by
11 percent this past year, oil and gas division revenues declined by almost 25
percent, primarily due to lower natural gas prices and production volumes.
Total revenue increased by 4 percent from 1993 to 1994, as a result of
increases in domestic drilling (43 percent), international drilling (9
percent), and chemical (31 percent) segments. Revenues from exploration and
production (16 percent decrease) and natural gas marketing (19 percent
decrease) also fell appreciably in 1994 as oil and natural gas prices and
natural gas production volume declined. Total revenues for 1996 are expected
to be slightly higher than for 1995 due to increased activity in international
contract drilling operations.
Revenues from investments rose to $10,846,000 in 1995, after declining to
$6,303,000 in 1994, from $9,050,000 in 1993. Gains from the sale of investment
securities were $5,697,000 in 1995, $124,000 in 1994 and $2,914,000 in 1993.
Dividend income was stable during 1995, 1994 and 1993, but interest income
steadily decreased as cash balances and interest rates generally declined
during these periods.
12
<PAGE> 13
Costs and expenses in 1995 were $312,067,000, 96 percent of total revenues,
compared with 91 percent in 1994, and 86 percent in 1993. Total costs for 1995
were abnormally high due to the adoption of SFAS No. 121 which resulted in a
total pre-tax impairment charge of $22,000,000 recorded as additional
depreciation, depletion, and amortization. Operating costs as a percentage of
operating revenues declined in 1995 to 1993 levels (64 percent) after rising
slightly to 66 percent in 1994. The operating cost percentages rose slightly
in 1994 because of increased activity in the lower margin domestic land
drilling business and an increase in operating expenses in the international
contract drilling business.
General and administrative expenses of $8,801,000 in 1995 were down slightly
from $8,908,000 in 1994, and up significantly from $6,820,000 in 1993. The
increase in 1994 was due primarily to increased costs of employee healthcare
benefits and, to a lesser degree, a net increase in pension expense. It is
anticipated that 1996 general and administrative expenses will increase
slightly from 1995.
Income tax expense, as a percentage of pre-tax income, rose to 37 percent in
1995, from 34 percent in 1994. The effective tax rate for 1994 was lower
because of the usage of foreign tax credit carryforwards, tight sands tax
credits, and a reduction in Venezuelan taxes as a result of the monetary
correction tax law enacted there. The effective tax rate was 42 percent in
1993, prior to the enactment of the monetary correction tax law in Venezuela.
CONTRACT DRILLING DIVISION revenues increased by 11 percent this year,
following a 23 percent increase from 1993 to 1994. Domestic drilling operating
profit increased to $7,127,000 in 1995, from $5,874,000 in 1994 and $122,000 in
1993. From 1993 to 1994, the Company's U.S. offshore platform rig business
improved significantly, thereby helping boost revenue and income. During that
time and continuing into 1995, the land rig operations also improved
substantially, aided by the 1994 purchase of Ensco's south Texas land rig
operations. However, it is anticipated that 1996 domestic revenues and income
will not materially change from 1995 levels.
International revenues climbed to $110,695,000 in 1995, from $98,111,000 in
1994, and $89,618,000 in 1993. Operating profit for the international contract
drilling sector improved by 44 percent to $21,110,000 for 1995, compared with
$14,645,000 in 1994 and $15,281,000 in 1993. Revenues and profit margins in
the Company's two most active international operations, Venezuela and Colombia,
improved significantly in 1995. The Company sent four new rigs to Venezuela
and three to Colombia, bringing rig counts in those countries to 18 and 10,
respectively. The Company anticipates its operating
13
<PAGE> 14
profit from international operations will improve for the coming year based on
higher activity levels in both Colombia and Venezuela.
In 1994, the Venzuelan government fixed the exchange rate which resulted in
exchange losses for the Company totaling approximately $2,764,000. During
fiscal 1995, the currency exchange rates remained fixed, however, the Company's
operating costs increased due to hyperinflation in the Venezuelan economy.
These higher costs were partially offset by the purchase of currency at market
rates using Brady Bonds. During the first week of December 1995, the
government reset the exchange rate, increasing it from 170 Bolivars to 290
Bolivars to the U.S. dollar. It is estimated that the Company will not
experience a material loss, if any, from this devaluation. It is uncertain
when the government will reset the exchange rate again but the Company does not
expect losses from future fluctuations in the exchange rate during 1996 to be
material. The Company will continue to purchase Brady Bonds to help offset a
portion of any future exchange losses or higher operating costs as a result of
inflation.
OIL AND GAS DIVISION revenues and operating profit have declined over the past
two years due to a significant decrease in natural gas prices from $1.84 per
Mcf in 1993, to $1.72 in 1994 and $1.27 in 1995. Natural gas production
volumes also declined over the same period of time from approximately 78 milion
cubic feet a day (Mmcf/d) in 1993, to 73 Mmcf/d in 1994, and 72.4 Mmcf/d in
1995. During 1995, the Company elected to adopt SFAS No. 121, resulting in a
$19,982,000 charge to the Oil and Gas Division.
Because of the decline in natural gas volumes and prices, revenues fell from
$69,795,000 in 1993, to $58,884,000 in 1994, and to $47,986,000 in 1995.
Operating profit over the same period fell from $19,495,000 in 1993, to
$3,245,000 in 1994, and to a loss of $23,961,000 in 1995, which includes the
$19,982,000 charge discussed above. Dry-hole and abandonment charges for the
oil and gas division rose from $6,938,000 in 1993, to $8,932,000 in 1994, and
to $8,981,000 in 1995. Abandonment charges in 1994 increased significantly due
to the reduction in the carrying value of the Company's leasehold position in
its Austin Chalk prospect in south central Louisiana. Dry-hole expense was up
in 1995 due to increased exploratory activity during the year.
A lawsuit was filed in an Oklahoma state court in November of 1995 against
Helmerich & Payne, Inc., in which five named plaintiffs, on behalf of
themselves and other unnamed plaintiffs, are demanding their royalty share of a
gas contract settlement. The plaintiffs are attempting to certify a class
which would contain certain of the Company's lessors and certain other mineral
owners who own an interest in wells covered by such gas contract settlement.
The Company intends to vigorously defend this lawsuit. However, if a certified
class is awarded a royalty share of the gas contract settlement, then any such
award could have a material impact
14
<PAGE> 15
on income from continuing operations for the applicable quarter. Management
believes that any such award should not exceed approximately $2.7 million.
Natural gas marketing revenues, which are primarily derived from selling
natural gas produced by other companies (third party), declined to $35,301,000
in 1995, from $51,889,000 in 1994, and $63,858,000 in 1993. Operating profit
was $1,892,000 in 1995, $1,525,000 in 1994, and $667,000 in 1993. The
Company's approach has been to use the existing capacity of its personnel and
facilities to derive additional profit from matching its customers with third
party producers when the marketing situation is not conducive for the sale of
the Company's own natural gas. It is expected that competition will continue
to limit fees and premiums for third party natural gas sales. Therefore, the
Company does not anticipate significant growth in revenue and income from third
party sales in the coming year.
CHEMICAL DIVISION revenues increased by 1 percent from 1994 to 1995 to
$19,055,000, and by 31 percent from 1993 to 1994. Operating profit increased
by 4 percent from 1994 to 1995 to $6,221,000, and by 64 percent from 1993 to
1994. Product price increases and improved margins accounted for the
significant rise in revenues and income in 1994. Growth flattened during 1995
as prices remained stable. The Company has engaged an investment banking firm
for the purpose of advising the Company regarding the potential sale of its
chemical operations in 1996. Specialty chemical companies appear to be valued
at premium prices at this time and the Company believes that, given an
attractive price, the timing may be appropriate to sell the Division.
REAL ESTATE DIVISION revenues for 1994 were up, compared to 1995 and 1993, due
to the sale of a small parcel of land which resulted in a $450,000 gain.
Operating profit for 1995 was down significantly due to a $2,000,000 charge to
two properties in connection with the adoption of SFAS No. 121. However,
occupancy for 1995 was slightly improved and it is anticipated that the
division will return to normal levels of revenues and income during 1996.
FINANCIAL CONDITION
The Company has maintained a very strong balance sheet for many years with
current ratios above 1.65 for the last three years and long-term debt to total
capitalization remaining below 2 percent for that same period. During 1995,
the Company signed a three-year agreement with a syndicate of banks for a line
of credit totaling $75 million. At year end, $21,700,000 had been borrowed
under the facility. This was the first time the Company had gone to outside
sources for capital funding since the early 1980's. Capital expenditures for
the last two years were over $100 million and exceeded the funds generated
internally. It is anticipated that during 1996 the capital expenditures will
again exceed $100 million and that additional borrowings will be necessary to
fund those expenditures. Cash flow provided by operating activities totaled
$88,572,000 for 1995, $79,909,000 for 1994, and $74,619,000 for 1993. It is
15
<PAGE> 16
anticipated that cash generated by operating activities will increase again
during the coming year due to improvement in rig utilization and profitability
in South America. As it did in 1993 and 1995, the Company may choose to sell a
portion of its investment portfolio to aid in the funding of capital
expenditures. Capital expenditures budgeted for 1996 include continued
exploration and development drilling activities, major offshore platform rig
construction projects for Gulf of Mexico operations, and the completion of the
Company's investment in a joint venture with its equity affiliate, Atwood
Oceanics. The joint venture will construct a new generation offshore platform
rig for work offshore Australia.
The Company manages a large portfolio of marketable securities which had a cost
basis of $87,299,000 at September 30, 1995, and a total market value at that
time of $158,201,000, including its investment in Atwood. During 1995, the
Company adopted SFAS No. 115, Accounting for Certain Investments in Debt and
Equity Securities, which resulted in the balance sheet adjustment to market
values for investments in companies owned less than 20 percent. Accordingly, a
deferred tax estimate was added to deferred taxes under the liability section
and the net unrealized holding gains were reflected in the shareholders' equity
section of the balance sheet. During 1995, the Company paid a dividend of $.50
per share which represented the 24th consecutive year of dividend increases.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
STOCK PORTFOLIO HELD BY THE COMPANY
- ----------------------------------------------------------------------------------------------------------
Number of
September 30, 1995 Shares Book Value Market Value
- ----------------------------------------------------------------------------------------------------------
(in thousands,except
share amounts)
<S> <C> <C> <C>
Schlumberger, Ltd. . . . . . . . . . . . . . . . . . 740,000 $ 23,511 $ 48,378
Atwood Oceanics, Inc. . . . . . . . . . . . . . . . . 1,600,000 22,495 32,100
Sun Company, Inc. . . . . . . . . . . . . . . . . . . 466,451 5,742 12,011
Sun Company PFD A . . . . . . . . . . . . . . . . . . 329,053 3,192 9,172
Phillips Petroleum Company . . . . . . . . . . . . . 240,000 5,976 7,800
Liberty Bancorp. . . . . . . . . . . . . . . . . . . 395,000 5,743 14,516
Oryx Energy Company . . . . . . . . . . . . . . . . . 625,000 6,032 8,125
Oneok . . . . . . . . . . . . . . . . . . . . . . . . 225,000 2,751 5,231
Other . . . . . . . . . . . . . . . . . . . . . . . . 11,857 20,868
--------- ---------
Total . . . . . . . . . . . . . . . . . . $ 87,299 $ 158,201
========= =========
</TABLE>
16
<PAGE> 17
CONSOLIDATED STATEMENTS OF INCOME
================================================================================
HELMERICH & PAYNE, INC.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Years Ended September 30, 1995 1994 1993
- ----------------------------------------------------------------------------------------------------------
(in thousands,
except per share amounts)
<S> <C> <C> <C>
REVENUES:
Sales and other operating revenues . . . . . . . $ 314,930 $ 322,698 $ 306,047
Income from investments . . . . . . . . . . . . 10,846 6,303 9,050
-----------------------------------------
325,776 329,001 315,097
-----------------------------------------
COSTS AND EXPENSES:
Operating costs . . . . . . . . . . . . . . . . 200,240 213,427 194,856
Depreciation, depletion and amortization . . . . 77,115 50,068 48,609
Dry holes and abandonments . . . . . . . . . . . 10,096 10,369 6,893
Taxes, other than income taxes . . . . . . . . . 15,408 15,545 13,763
General and administrative . . . . . . . . . . . 8,801 8,908 6,820
Interest . . . . . . . . . . . . . . . . . . . . 407 385 925
-----------------------------------------
312,067 298,702 271,866
-----------------------------------------
INCOME BEFORE INCOME TAXES, EQUITY IN INCOME
(LOSS) OF AFFILIATE AND CUMULATIVE EFFECT OF
CHANGE IN ACCOUNTING PRINCIPLE . . . . . . . . . 13,709 30,299 43,231
INCOME TAX EXPENSE . . . . . . . . . . . . . . . . . 5,044 10,232 18,279
EQUITY IN INCOME (LOSS) OF AFFILIATE,
net of income taxes . . . . . . . . . . . . . . 1,086 904 (402)
-----------------------------------------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE . . . . . . . . . . . . . . 9,751 20,971 24,550
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE . -- 4,000 --
-----------------------------------------
NET INCOME . . . . . . . . . . . . . . . . . . . . . $ 9,751 $ 24,971 $ 24,550
=========================================
PER COMMON SHARE:
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE . . . . . . . . . . . . . . $ .40 $ .86 $ 1.01
CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE . -- .16 --
-----------------------------------------
NET INCOME . . . . . . . . . . . . . . . . . . . . . $ .40 $ 1.02 $ 1.01
=========================================
AVERAGE COMMON SHARES OUTSTANDING . . . . . . . . . . 24,536 24,416 24,307
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements.
17
<PAGE> 18
CONSOLIDATED BALANCE SHEETS
================================================================================
HELMERICH & PAYNE, INC.
Assets
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
September 30, 1995 1994
- ----------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 19,661 $ 29,447
Short-term investments . . . . . . . . . . . . . . . . . . . . . . . 8,989 8,997
Accounts receivable, less reserve of $489 and $1,480 . . . . . . . . 59,314 59,897
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,313 20,995
Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . 5,717 3,603
---------------------------
Total current assets . . . . . . . . . . . . . . . . . . . . . . 114,994 122,939
---------------------------
INVESTMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 156,908 87,414
---------------------------
PROPERTY, PLANT AND EQUIPMENT, at cost:
Contract drilling equipment . . . . . . . . . . . . . . . . . . . . 501,682 444,432
Oil and gas properties . . . . . . . . . . . . . . . . . . . . . . . 392,806 389,100
Real estate properties . . . . . . . . . . . . . . . . . . . . . . . 46,642 47,827
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69,592 61,743
---------------------------
1,010,722 943,102
Less--Accumulated depreciation, depletion and amortization . . . . . 586,960 542,451
---------------------------
Net property, plant and equipment . . . . . . . . . . . . . . . . 423,762 400,651
---------------------------
OTHER ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,501 13,823
---------------------------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 710,165 $624,827
===========================
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements.
18
<PAGE> 19
LIABILITIES AND SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
September 30, 1995 1994
- ----------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . $ 26,382 $ 22,645
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . 21,529 24,056
Notes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,700 ---
---------------------------
Total current liabilities . . . . . . . . . . . . . . . . . . 69,611 46,701
---------------------------
NONCURRENT LIABILITIES:
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . 66,047 44,462
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12,072 9,330
---------------------------
Total noncurrent liabilities . . . . . . . . . . . . . . . . . 78,119 53,792
---------------------------
SHAREHOLDERS' EQUITY:
Common stock, $.10 par value, 80,000,000 shares authorized,
26,764,476 shares issued . . . . . . . . . . . . . . . . . . . . . 2,677 2,677
Preferred stock, no par value, 1,000,000 shares authorized,
no shares issued . . . . . . . . . . . . . . . . . . . . . . . . . -- --
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . 48,436 48,196
Net unrealized holding gains . . . . . . . . . . . . . . . . . . . . 38,004 --
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . 495,692 496,280
---------------------------
584,809 547,153
Less treasury stock, 1,999,856 shares in 1995 and 2,054,364 shares
in 1994, at cost . . . . . . . . . . . . . . . . . . . . . . . . . 22,374 22,819
---------------------------
Total shareholders' equity . . . . . . . . . . . . . . . . . . 562,435 524,334
---------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY . . . . . . . . . . . . . . . $710,165 $624,827
===========================
</TABLE>
- --------------------------------------------------------------------------------
The accompanying notes are an integral part of these statements.
19
<PAGE> 20
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
================================================================================
HELMERICH & PAYNE, INC.
<TABLE>
<CAPTION>
Net
Common Stock Additional Unrealized Treasury Stock
---------------- Paid-In Holding Retained -------------------
Shares Amount Capital Gains Earnings Shares Amount
- ------------------------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, September 30, 1992 . . . . . . . . 26,764 $2,677 $46,764 $ --- $467,954 2,188 $(24,109)
Cash dividends ($.48 per share) . . . . --- --- --- --- (11,815) --- ---
Exercise of stock options . . . . . . . --- --- 888 --- --- (61) 542
Lapse of restrictions on Restricted
Stock Awards . . . . . . . . . . . . --- --- (240) --- --- --- ---
Amortization of deferred
compensation . . . . . . . . . . . . --- --- --- --- 1,716 --- ---
Net income . . . . . . . . . . . . . . . . --- --- --- --- 24,550 --- ---
----------------------------------------------------------------------------
Balance, September 30, 1993 . . . . . . . . 26,764 2,677 47,412 --- 482,405 2,127 (23,567)
Cash dividends ($.49 per share) . . . . --- --- --- --- (12,097) --- ---
Exercise of stock options . . . . . . . --- --- 549 --- --- (43) 415
Lapse of restrictions on Restricted
Stock Awards . . . . . . . . . . . . --- --- (246) --- --- --- ---
Stock issued under Restricted
Stock Award Plan . . . . . . . . . . --- --- 481 --- (814) (30) 333
Amortization of deferred
compensation . . . . . . . . . . . . --- --- --- --- 1,815 --- ---
Net income . . . . . . . . . . . . . . . --- --- --- --- 24,971 --- ---
----------------------------------------------------------------------------
Balance, September 30, 1994 . . . . . . . . 26,764 2,677 48,196 --- 496,280 2,054 (22,819)
Adjustment to beginning balance for
change in accounting method, net
of income taxes of $21,106 . . . . . --- --- --- 34,435 --- --- ---
Change in net unrealized holding
gains, net of income taxes
of $2,187 . . . . . . . . . . . . . . --- --- --- 3,569 --- --- ---
Cash dividends ($.50 per share) . . . . --- --- --- --- (12,372) --- ---
Exercise of stock options . . . . . . . --- --- 859 --- --- (69) 615
Lapse of restrictions on Restricted
Stock Awards . . . . . . . . . . . . --- --- (229) --- --- --- ---
Forfeiture of restricted stock award . . --- --- (390) --- 560 15 (170)
Amortization of deferred
compensation . . . . . . . . . . . . --- --- --- --- 1,473 --- ---
Net income . . . . . . . . . . . . . . . --- --- --- --- 9,751 --- ---
----------------------------------------------------------------------------
Balance, September 30, 1995 . . . . . . . . 26,764 $2,677 $48,436 $38,004 $495,692 2,000 $(22,374)
============================================================================
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these statements.
20
<PAGE> 21
CONSOLIDATED STATEMENTS OF CASH FLOWS
================================================================================
HELMERICH & PAYNE, INC.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------
Years Ended September 30, 1995 1994 1993
- -------------------------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,751 $ 24,971 $ 24,550
Adjustments to reconcile net income to net
cash provided by operating activities-
Depreciation, depletion and amortization . . . . . . . . . . 77,115 50,068 48,609
Dry holes and abandonments . . . . . . . . . . . . . . . . . 10,096 10,369 6,893
Cumulative effect of change in accounting principle . . . . --- (4,000) ---
Equity in (income) loss of affiliate before income taxes . . (1,752) (1,458) 435
Amortization of deferred compensation . . . . . . . . . . . 1,473 1,815 1,716
Gain on sale of securities . . . . . . . . . . . . . . . . . (5,697) (124) (2,914)
Gain on sale of fixed assets, other . . . . . . . . . . . . (1,115) (2,465) (557)
Change in assets and liabilities-
(Increase) decrease in accounts receivable . . . . . . . 583 (3,592) (13,486)
Increase in inventories . . . . . . . . . . . . . . . . (318) (3,349) (35)
(Increase) decrease in prepaid expenses and other . . . (2,792) 5,050 (492)
Increase (decrease) in accounts payable . . . . . . . . 2,675 (1,191) 7,523
Increase (decrease) in accrued liabilities . . . . . . . (2,481) 1,617 (1,619)
Increase (decrease) in deferred income taxes . . . . . (1,708) 3,739 5,600
Increase (decrease) in other noncurrent liabilities . . 2,742 (1,541) (1,604)
------------------------------------
Total adjustments . . . . . . . . . . . . . . . . . . . 78,821 54,938 50,069
------------------------------------
Net cash provided by operating activities . . . . . 88,572 79,909 74,619
------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures, including dry hole costs . . . . . . . . . . (110,760) (102,883) (54,209)
Proceeds from sale of property, plant and equipment . . . . . . . . 2,923 5,971 4,801
Purchase of investments . . . . . . . . . . . . . . . . . . . . . (12,858) (1,500) (2,400)
Proceeds from sale of investments . . . . . . . . . . . . . . . . . 11,713 373 7,904
Purchase of short-term investments . . . . . . . . . . . . . . . . --- (12) (3,036)
Proceeds from sale of short-term investments . . . . . . . . . . . 7 124 7,055
------------------------------------
Net cash used in investing activities . . . . . . . (108,975) (97,927) (39,885)
------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt . . . . . . . . . . . . . --- --- 2,070
Payments made on long-term debt . . . . . . . . . . . . . . . . . --- (3,139) (2,180)
Proceeds from notes payable . . . . . . . . . . . . . . . . . . . 37,100 --- ---
Payments made on notes payable . . . . . . . . . . . . . . . . . . (15,400) --- ---
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . (12,365) (11,965) (11,808)
Proceeds from exercise of stock options . . . . . . . . . . . . . . 1,282 913 1,254
------------------------------------
Net cash provided by (used in) financing
activities . . . . . . . . . . . . . . . . . . . . 10,617 (14,191) (10,664)
------------------------------------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS . . . . . . . . . . . . . . . . . . . . . . . . . . (9,786) (32,209) 24,070
CASH AND CASH EQUIVALENTS, beginning of period . . . . . . . . . . . 29,447 61,656 37,586
------------------------------------
CASH AND CASH EQUIVALENTS, end of period . . . . . . . . . . . . . . $ 19,661 $ 29,447 $ 61,656
====================================
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying notes are an integral part of these statements.
21
<PAGE> 22
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
================================================================================
HELMERICH & PAYNE, INC. September 30, 1995, 1994 and 1993
- --------------------------------------------------------------------------------
NOTE 1 SUMMARY OF ACCOUNTING POLICIES
- --------------------------------------------------------------------------------
CONSOLIDATION -
The consolidated financial statements include the accounts of Helmerich &
Payne, Inc. (the Company), and all of its wholly-owned subsidiaries. Fiscal
years of the Company's foreign consolidated operations are August 31 to
facilitate reporting of consolidated accounts.
TRANSLATION OF FOREIGN CURRENCIES -
The Company has determined that the functional currency for its foreign
subsidiaries is the U.S. dollar. Foreign currency transaction gain for 1995
was $1,845,000 with losses for the years 1994 and 1993 of $2,764,000, and
$493,000, respectively.
PROPERTY, PLANT AND EQUIPMENT -
The Company follows the successful efforts method of accounting for oil and gas
properties. Under this method, the Company capitalizes all costs to acquire
mineral interests in oil and gas properties, to drill and equip exploratory
wells which find proved reserves and to drill and equip development wells.
Geological and geophysical costs, delay rentals and costs to drill exploratory
wells which do not find proved reserves are expensed. Capitalized costs of
producing oil and gas properties are depreciated and depleted by the
unit-of-production method based on proved developed oil and gas reserves
determined by the Company and reviewed by independent engineers. Undeveloped
leases are amortized based on management's estimate of recoverability. Costs
of surrendered leases are charged to the amortization reserve.
Effective July 1, 1995, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 121, "Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to be Disposed Of", which requires impairment losses
to be recognized for long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows are not sufficient to
recover the assets carrying amount. The impairment loss is measured by
comparing the fair value of the asset to its carrying amount. Under the new
statement, the Company now evaluates impairment of exploration and production
assets on a field by field basis rather than using one worldwide cost center
for its proved properties. Fair values are based on discounted future cash
flows or information provided by sales and purchases of similar assets.
Substantially all other property, plant and equipment is depreciated using the
straight-line method based on the following estimated useful lives:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------
YEARS
- ----------------------------------------------------------------------------
<S> <C>
Contract drilling equipment . . . . . . . . . . . . . . . . . . . . . 4-10
Chemical plant and equipment . . . . . . . . . . . . . . . . . . . . 10-25
Real estate buildings and equipment . . . . . . . . . . . . . . . . . 10-50
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-33
- ----------------------------------------------------------------------------
</TABLE>
CASH AND CASH EQUIVALENTS -
Cash and cash equivalents consist of cash in banks and investments readily
convertible into cash which mature within three months from the date of
purchase.
INVENTORIES -
Inventories, primarily materials and supplies, are valued at the lower of cost
(moving average or actual) or market.
DRILLING REVENUE -
Substantially all drilling contracts are daywork contracts and drilling
revenues and expenses are recognized as work progresses.
GAS IMBALANCES -
The Company recognizes revenues from gas wells on the sales method, and a
liability is recorded for permanent imbalances.
INVESTMENTS -
Prior to October 1, 1994, investments in companies owned less than 20 percent
were carried at the lower of cost or market. The Company adopted SFAS No. 115,
"Accounting for Certain Investments in Debt and Equity Securities", effective
October 1, 1994. SFAS No. 115 requires that the Company's investments in
companies owned less than 20 percent, all of which are considered
available-for-sale securities, be carried at their fair value. Upon adoption
of SFAS No. 115, the Company recorded an increase to shareholders' equity of
$34 million, which is net of income taxes of $21 million.
The Company determines fair value of its investments in companies owned less
than 20 percent based on quoted market prices. The cost of securities used in
determining realized gains and losses is based on average cost of the security
sold.
Investments in companies owned from 20 to 50 percent are accounted for using
the equity method with the Company recognizing its proportionate share of the
income or loss of each investee. The Company owned 24.14 percent and 24.3
percent of Atwood Oceanics, Inc. (Atwood) at September 30, 1995 and 1994,
respectively. The quoted market value of the Company's investment was
$32,100,000 and $22,800,000 at September 30, 1995 and 1994, respectively.
Retained earnings at September 30, 1995 include approximately $10,315,000 of
undistributed earnings of Atwood. At September 30, 1995, the Company also had
invested $8.3 million in a joint venture with Atwood to build and operate a new
generation offshore platform drilling rig, which is currently under
construction. The Company has a receivable from Atwood of $2.2 million related
to the construction of the drilling rig.
- --------------------------------------------------------------------------------
22
<PAGE> 23
Summarized financial information of Atwood is as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
1995 1994 1993
- --------------------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
Gross revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 77,315 $ 68,045 $ 54,219
Costs and expenses . . . . . . . . . . . . . . . . . . . . . . . . . (70,255) (62,045) (56,010)
-------- --------- ---------
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7,060 $ 6,000 $ (1,791)
======== ========= =========
Helmerich & Payne, Inc.'s equity in net income
(loss) of affiliates, net of income taxes . . . . . . . . . . . $ 1,086 $ 904 $ (402)
======== ========= =========
Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 34,266 $ 37,965 $ 27,903
Noncurrent assets . . . . . . . . . . . . . . . . . . . . . . . . . . 118,587 115,065 122,356
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 20,505 13,752 11,900
Noncurrent liabilities . . . . . . . . . . . . . . . . . . . . . . . 37,456 53,000 58,609
Shareholders' equity . . . . . . . . . . . . . . . . . . . . . . . . 94,892 86,278 79,750
======== ========= =========
Helmerich & Payne, Inc.'s investment . . . . . . . . . . . . . . . . $ 22,495 $ 20,743 $ 19,285
======== ========= =========
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
INCOME TAXES -
Effective October 1, 1993, the Company adopted FASB Statement No. 109,
"Accounting for Income Taxes." Under Statement No. 109, deferred income taxes
are computed using the liability method and are provided on all temporary
differences between the financial basis and the tax basis of assets and
liabilities. For the year ended September 30, 1993, deferred income taxes are
computed using the deferred method and are provided on timing differences
between financial and taxable income.
OTHER POST EMPLOYMENT BENEFITS -
The Company provides medical benefits to employees who retired before November
1, 1992. The Company does not provide any other benefits to these retirees.
The liability for the benefits provided is not material. Effective October 1,
1995, the Company offered medical benefits to employees who retired after
November 1, 1992, with retirees to pay the entire estimated cost of such
benefits.
The Company has accrued a liability for estimated workers compensation claims
incurred. The liability for other benefits to former or inactive employees
after employment but before retirement is not material.
EARNINGS PER SHARE -
Earnings per share are based on the weighted average number of shares of common
stock outstanding during the year. Common stock equivalents are insignificant,
and therefore, have not been considered in the earnings per share computation.
- --------------------------------------------------------------------------------
NOTE 2 SHORT-TERM BORROWINGS AND CREDIT ARRANGEMENTS
- --------------------------------------------------------------------------------
The Company maintains a line of credit agreement with certain banks which
provides for maximum borrowing of $75,000,000 at adjustable interest rates.
Under the agreement, $75,000,000 may be borrowed through May 1996, and
$45,000,000 may be borrowed through May 1998. As of September 30, 1995, the
Company had borrowed $21,700,000 at a weighted average interest rate of 7.27%,
leaving an unused portion of $53,300,000. Under the line of credit agreement,
the Company must meet certain requirements regarding levels of debt, net worth
and earnings.
The Company has an additional $8.5 million uncommitted line of credit with a
bank which can be used primarily for letters of credit.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
23
<PAGE> 24
- --------------------------------------------------------------------------------
NOTE 3 INCOME TAXES
- --------------------------------------------------------------------------------
Effective October 1, 1993, the Company changed its method of accounting for
income taxes from the deferred method to the liability method required by FASB
Statement No. 109, "Accounting for Income Taxes." The cumulative effect of
adopting Statement No. 109 as of October 1, 1993 was to increase net income by
$4,000,000. As permitted under the new rules, prior years financial statements
have not been restated.
The components of the provision for income taxes are as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Years Ended September 30, 1995 1994 1993
- --------------------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
CURRENT:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,102 $ 3,645 $ 6,190
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,442 2,763 5,106
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 370 777 911
-------------------------------------------
7,914 7,185 12,207
-------------------------------------------
DEFERRED:
Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,155) (292) 3,174
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . 534 3,430 2,616
State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (249) (91) 282
-------------------------------------------
(2,870) 3,047 6,072
-------------------------------------------
TOTAL PROVISION: $ 5,044 $ 10,232 $ 18,279
===========================================
</TABLE>
- --------------------------------------------------------------------------------
The amounts of domestic and foreign income are as follows:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Years Ended September 30, 1995 1994 1993
- --------------------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
INCOME BEFORE INCOME TAXES, EQUITY IN INCOME (LOSS)
OF AFFILIATE, AND CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE:
Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (5,816) $ 17,513 $ 29,051
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19,525 12,786 14,180
-------------------------------------------
$ 13,709 $ 30,299 $ 43,231
===========================================
</TABLE>
- --------------------------------------------------------------------------------
Effective income tax rates as compared to the U.S. Federal income tax rate are
as follows:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Years Ended September 30, 1995 1994 1993
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
U.S. Federal income tax rate . . . . . . . . . . . . . . . . . . . . 35% 35% 35%
Dividends received deduction . . . . . . . . . . . . . . . . . . . . (4) (2) (1)
Excess statutory depletion . . . . . . . . . . . . . . . . . . . . . (2) (1) (1)
Effect of higher foreign tax rates . . . . . . . . . . . . . . . . . 11 3 7
Non-conventional fuel source credits utilized . . . . . . . . . . . . (5) (1) -
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 - 2
------------------------------------
Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . 37% 34% 42%
====================================
</TABLE>
- --------------------------------------------------------------------------------
The components of the Company's net deferred tax liabilities are as follows:
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Years Ended September 30, 1995 1994
- --------------------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C>
DEFERRED TAX LIABILITIES:
Property, plant and equipment $40,702 $ 42,406
Available-for-sale securities 23,293 ---
Pension provision 4,774 4,632
Equity Investment 3,920 3,254
Other 846 744
------- -------
Total deferred tax liabilities 73,535 51,036
------- -------
DEFERRED TAX ASSETS:
Financial accruals 5,376 4,419
Other 2,112 2,155
------- -------
Total deferred tax assets 7,488 6,574
------- -------
Valuation allowance --- ---
------- -------
Net deferred tax assets 7,488 6,574
------- -------
NET DEFERRED TAX LIABILITIES $66,047 $44,462
======= =======
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
24
<PAGE> 25
The deferred income tax provision (benefit) for 1993 results from timing
differences in the recognition of revenue and expense for income tax and
financial reporting purposes. The sources of these differences and the related
income tax effect of each, are as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Year Ended September 30, 1993
- --------------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C>
Effect of intangible development costs expensed for income tax purposes
over (under) costs amortized for financial reporting purposes . . . . . . . . . . . $ 1,302
Financial under income tax depreciation . . . . . . . . . . . . . . . . . . . . . . 2,134
Pension income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 128
Geophysical expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (51)
Insurance expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (36)
Amortization of deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . (652)
Restricted stock options vesting . . . . . . . . . . . . . . . . . . . . . . . . . . 609
Deferred mobilization revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . 566
Sales of long-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . 484
Excess depletion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 589
Oil and gas revenue recognition timing differences . . . . . . . . . . . . . . . . . 262
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 737
-------
$ 6,072
=======
</TABLE>
- --------------------------------------------------------------------------------
NOTE 4 STOCK OPTIONS, AWARD PLAN AND RIGHTS
- --------------------------------------------------------------------------------
The Company has reserved 1,361,681 shares of its treasury stock to satisfy the
exercise of stock options issued under the 1982 and 1990 Stock Option Plans.
Options awarded under these plans are granted at prices equal to at least
market price on the date of grant. Options granted under the 1982 plan have a
term of nine years while options granted under the 1990 plan have a term of
seven years. Options granted under both plans become exercisable in increments
as outlined in the plans. Activity for the incentive stock option plans, was as
follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Years Ended September 30, 1995 1994 1993
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Outstanding at October 1, . . . . . . . . . . . . . . . . . 835,879 780,079 860,713
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . 107,750 110,250 --
Exercised . . . . . . . . . . . . . . . . . . . . . . . . . (78,094) (46,510) (67,112)
Cancelled . . . . . . . . . . . . . . . . . . . . . . . . . (24,264) (7,940) (13,522)
------- ------- -------
Outstanding at September 30, . . . . . . . . . . . . . . . 841,271 835,879 780,079
======= ======= =======
Exercisable at September 30, . . . . . . . . . . . . . . . 110,399 70,889 19,782
======= ======= =======
Weighted average exercise price of options outstanding. . . $ 26.39 $ 25.65 $ 25.20
======= ======= =======
Weighted average exercise price of options exercised . . . $ 19.68 $ 21.77 $ 21.53
======= ======= =======
- ----------------------------------------------------------------------------------------------------------
</TABLE>
As of September 30, 1995, the Company has issued 360,000 shares of treasury
stock under a Restricted Stock Award Plan (the "Plan"). The Company recognized
deferred compensation totalling $12,832,000, which was the fair market value of
the stock at the time of issuance, as a reduction of retained earnings. The
deferred compensation is being amortized over a seven-year period as
compensation expense. The unamortized balance at September 30, 1995 and 1994
was $3,189,000 and $5,223,000, respectively. In 1995, 1994, and 1993,
restrictions lapsed with respect to 61,000 shares, and the shares were released
to Plan participants. In 1995 there was a forfeiture of 15,000 shares.
On September 30, 1995, the Company had 24,764,620 outstanding common stock
purchase rights ("Rights"). Each Right entitles the holder thereof, until
January 8, 1996, to buy one share of common stock at an exercise price of
$60.00. The exercise price and the number of shares of common stock issuable
upon the exercise of the Rights are subject to adjustment in certain cases to
prevent dilution. The Rights are evidenced by the common stock certificates and
are not exercisable or transferable apart from the common stock, until 15 days
after a person acquires 15 percent or more of the common stock. In the event
the Company is acquired in a merger or other business combination transaction
(including one in which the Company is the surviving corporation), it is
provided that each Right will entitle its holder to purchase, at the then
current exercise price of the Right, that number of shares of common stock of
the surviving company, which at the time of such transaction, would have a
market value of two times the exercise price of the Right. The Rights do not
have any voting rights and are redeemable, at the option of the Company, at a
price of $.05 per Right prior to any person or entity acquiring beneficial
ownership of at least 15 percent of the common stock. The Rights expire on
January 8, 1996. As long as the Rights are not separately transferable, the
Company will issue one Right with each new share of common stock issued.
NOTE 5 FINANCIAL INSTRUMENTS
Short-term investments consist mainly of U.S. treasury notes carried at cost,
which approximates fair value, and are pledged as collateral for a renewable
letter of credit. Notes payable bear interest at market rates and is carried at
cost which approximates fair value.
The following is a summary of available-for-sale securities, which excludes
those accounted for under the equity method of accounting (see Note 1):
<TABLE>
<CAPTION>
Gross Gross Estimated
Unrealized Unrealized Fair
Cost Gains Losses Value
(in thousands)
-------------------------------------------------------------
<S> <C> <C> <C> <C>
Equity Securities, September 30, 1995 $64,804 $61,455 $158 $126,101
</TABLE>
25
<PAGE> 26
During the years ended September 30, 1995, 1994, and 1993, marketable equity
available-for-sale securities with a fair value at the date of sale of
$11,713,000, $373,000 and $7,904,000, respectively, were sold. The gross
realized gains on such sales of available-for-sale securities totaled
$5,734,000, $124,000, and $3,579,000, respectively, and the gross realized
losses totaled $37,000, $0, and $665,000, respectively.
- --------------------------------------------------------------------------------
NOTE 6 IMPAIRMENT OF LONG-LIVED ASSETS
- --------------------------------------------------------------------------------
Adoption of SFAS No. 121, effective July 1, 1995, resulted in a before-tax
charge of $22 million which is included in depreciation, depletion and
amortization expense. The charge reduced 1995 after-tax net income by $13.6
million, or $.55 per share. The before-tax charges included $20 million for
proved Exploration and Production properties and $2 million for Real Estate
properties. The fair values of the proved properties were determined using the
present value of expected future net cash flows. The fair values of the
impaired real estate properties were determined based on the estimated sales
price of comparable assets.
- --------------------------------------------------------------------------------
NOTE 7 EMPLOYEE BENEFIT PLANS
- --------------------------------------------------------------------------------
DEFINED BENEFIT PLANS:
The Company has noncontributory pension plans covering substantially all of its
employees, including certain employees in foreign countries. The Company makes
annual contributions to the plans equal to the maximum amount allowable for tax
reporting purposes. Future service benefits are determined using a 1.5 percent
career average formula.
The net periodic pension credit included the following
components:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
Years Ended September 30, 1995 1994 1993
- --------------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
Service cost-benefits earned during the year . . . . . . . . $ 1,589 $ 1,557 $ 1,304
Interest cost on projected benefit obligations . . . . . . . 1,301 1,191 1,105
Return on plan assets . . . . . . . . . . . . . . . . . . . . (2,798) (2,639) (522)
Net amortization and deferral . . . . . . . . . . . . . . . . (301) (302) (2,477)
------ ------ ------
Net pension credit . . . . . . . . . . . . . . . . . $ (209) $ (193) $ (590)
====== ====== ======
</TABLE>
The discount rate used in determining the actuarial value of the projected
benefit obligation for 1995, 1994 and 1993 was 7.25%, 7.5% and 7.0%,
respectively. The average expected rate of return on plan assets was 8.5% for
1995, 1994 and 1993. The assumed rate of increase in compensation was 5.0% for
1995 and 1994, and 5.5% for 1993.
The following table sets forth the plans' funded status and amounts recognized
in the balance sheet:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Years Ended September 30, 1995 1994
- ------------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested benefit obligation . . . . . . . . . . . . . . . . . . . . . . . $ 16,199 $ 13,323
======== ========
Accumulated benefit obligation . . . . . . . . . . . . . . . . . . . . $ 19,215 $ 15,758
======== ========
Projected benefit obligation . . . . . . . . . . . . . . . . . . . . . $ 21,735 $ 17,755
======== ========
Plan assets at fair value, primarily listed stocks, U.S. Government
securities and guaranteed insurance contracts . . . . . . . . . . . . . $ 38,114 $ 33,317
======== ========
Projected benefit obligation less than plan assets . . . . . . . . . . . $ 16,379 $ 15,562
Unrecognized net gain, including unrecognized
net assets existing at October 1, 1987 . . . . . . . . . . . . . . . . (5,959) (5,589)
Unrecognized prior service cost . . . . . . . . . . . . . . . . . . . . . 1,978 2,216
-------- --------
Prepaid pension cost . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,398 $ 12,189
======== ========
</TABLE>
- --------------------------------------------------------------------------------
DEFINED CONTRIBUTION PLAN:
Substantially all employees on the United States payroll of the Company may
elect to participate in the Company sponsored Thrift/401(k) Plan by
contributing a portion of their earnings. The Company contributes amounts equal
to 100 percent of the first five percent of the participant's compensation
subject to certain limitations. Expensed Company contributions were $1,735,000,
$1,588,000 and $1,304,000 in 1995, 1994 and 1993, respectively.
- --------------------------------------------------------------------------------
26
<PAGE> 27
- --------------------------------------------------------------------------------
NOTE 8 ACCRUED LIABILITIES
- --------------------------------------------------------------------------------
Accrued liabilities consist of the following:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Years Ended September 30, 1995 1994
- ------------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C>
Accrued royalties payable . . . . . . . . . . . . . . . . . . . . . $ 5,977 $ 6,293
Accrued taxes payable . . . . . . . . . . . . . . . . . . . . . . . 3,109 4,669
Accrued workers compensation claims . . . . . . . . . . . . . . . . 2,430 2,364
Accrued equipment cost . . . . . . . . . . . . . . . . . . . . . . 4,017 3,000
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . 5,996 7,730
-------- --------
$ 21,529 $ 24,056
======== ========
- ------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
NOTE 9 CONCENTRATIONS OF CREDIT RISK
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
Years Ended September 30, 1995 1994 1993
- ------------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
Cash payments:
Interest paid . . . . . . . . . . . . . . . . $ 408 $ 371 $ 370
Income taxes paid . . . . . . . . . . . . . . 4,624 9,516 15,924
Noncash investing activity:
Accrued equipment cost . . . . . . . . . . . $ 1,016 $3,000 $ --
- ------------------------------------------------------------------------------------------------------------
</TABLE>
- --------------------------------------------------------------------------------
NOTE 10 CONCENTRATIONS OF CREDIT RISK
- --------------------------------------------------------------------------------
Financial instruments which potentially subject the Company to concentrations
of credit risk consist primarily of temporary cash investments and trade
receivables. The Company places its temporary cash investments with high credit
financial institutions and limits the amount of credit exposure to any one
financial institution. The Company's trade receivables are primarily with a
variety of companies in the oil and gas industry. Management requires
collateral for certain receivables of customers in its natural gas marketing
operations.
- --------------------------------------------------------------------------------
NOTE 11 SEGMENT INFORMATION
- --------------------------------------------------------------------------------
The Company operates principally in the contract drilling and oil and gas
industries. The contract drilling operations consist of contracting
Company-owned drilling equipment primarily to major oil and gas exploration
companies. Oil and gas activities consist of ownership of mineral interests in
productive oil and gas leases and undeveloped leases located primarily in
Oklahoma, Texas, Kansas and Louisiana. Intersegment sales, which are accounted
for in the same manner as sales to unaffiliated customers, are not material.
Operating profit is total revenue less operating expenses. In computing
operating profit, the following items have not been considered: equity in
earnings of Atwood Oceanics, Inc.; income from investments; general corporate
expenses; interest expense; and domestic and foreign income taxes.
Identifiable assets by segment are those assets that are used in the Company's
operations in each segment. Corporate assets are principally cash and cash
equivalents, short-term investments and investments in marketable securities.
Revenues from one company doing business with the contract drilling segment
accounted for approximately 18 percent, 14 percent, and 11.8 percent of the
total consolidated revenues during the years ended September 30, 1995, 1994 and
1993, respectively. Collectively, revenues from three companies controlled by
the Venezuelan government accounted for approximately 13.4 percent of total
consolidated revenues for the year ended September 30, 1995.
Summarized revenues and operating profit by industry segment for the years
ended September 30, 1995, 1994 and 1993 are located on page 11. Additional
financial information by industry segment is as follows:
- --------------------------------------------------------------------------------
27
<PAGE> 28
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Years Ended September 30, 1995 1994 1993
- -----------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
Identifiable assets:
Contract drilling - Domestic . . . . . . . $138,359 $132,804 $112,435
Contract drilling - International . . . . . 188,587 131,767 113,844
Exploration and Production . . . . . . . . 142,184 175,003 162,618
Natural Gas Marketing . . . . . . . . . . . 10,192 8,846 13,289
Chemical division . . . . . . . . . . . . . 9,822 9,532 9,753
Real Estate division . . . . . . . . . . . 24,380 26,958 27,845
Corporate and other . . . . . . . . . . . . 196,641 139,917 171,151
-------- -------- --------
$710,165 $624,827 $610,935
======== ======== ========
Depreciation, depletion and amortization:
Contract drilling - Domestic . . . . . . . $ 12,213 $ 11,085 $ 10,126
Contract drilling - International . . . . . 19,557 15,722 16,929
Exploration and Production . . . . . . . . 39,895 19,523 18,294
Natural Gas Marketing . . . . . . . . . . . 298 290 279
Chemical division . . . . . . . . . . . . . 672 654 594
Real Estate division . . . . . . . . . . . 3,623 1,624 1,679
Corporate and other . . . . . . . . . . . . 959 1,265 864
Intersegment elimination . . . . . . . . . (102) (95) (156)
-------- -------- --------
$ 77,115 $ 50,068 $ 48,609
======== ======== ========
Capital expenditures:
Contract drilling - Domestic . . . . . . . $ 32,503 $ 31,692 $ 16,261
Contract drilling - International . . . . . 55,044 25,723 10,375
Exploration and Production . . . . . . . . 20,956 45,809 25,551
Natural Gas Marketing . . . . . . . . . . . 252 76 205
Chemical division . . . . . . . . . . . . . 859 619 630
Real Estate division . . . . . . . . . . . 907 916 458
Corporate and other . . . . . . . . . . . . 1,255 1,048 729
-------- -------- --------
$111,776 $105,883 $ 54,209
======== ======== ========
</TABLE>
- --------------------------------------------------------------------------------
NOTE 12 SUPPLEMENTARY FINANCIAL INFORMATION FOR OIL AND GAS PRODUCING
ACTIVITIES
- --------------------------------------------------------------------------------
All of the Company's oil and gas producing activities are located in the United
States.
Results of Operations from Oil and Gas Producing Activities -
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Years Ended September 30, 1995 1994 1993
- -----------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
Revenues . . . . . . . . . . . . . . . . . . $ 47,986 $58,884 $69,795
-------- -------- --------
Production costs . . . . . . . . . . . . . . 18,035 18,854 19,378
Exploration expense and valuation provisions 14,017 17,262 12,628
Depreciation, depletion and amortization . . 39,895 19,523 18,294
Income tax expense . . . . . . . . . . . . . (7,243) 890 6,481
-------- -------- --------
Total cost and expenses . . . . . . . . . . 64,704 56,529 56,781
-------- -------- --------
Results of operations (excluding corporate
overhead and interest costs) . . . . . . . $(16,718) $ 2,355 $13,014
======== ======== ========
</TABLE>
- --------------------------------------------------------------------------------
Capitalized Costs -
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
At September 30, 1995 1994
- -----------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C>
Properties being amortized:
Proved properties . . . . . . . . . . . . . . . . . . . . . . $384,755 $377,371
Unproved properties . . . . . . . . . . . . . . . . . . . . . 8,051 11,729
-------- --------
Total costs being amortized . . . . . . . . . . . . . . . . 392,806 389,100
Accumulated depreciation, depletion and amortization . . . . 257,988 225,902
-------- --------
Net Capitalized Costs . . . . . . . . . . . . . . . . . . . $134,818 $163,198
======== ========
</TABLE>
- --------------------------------------------------------------------------------
28
<PAGE> 29
Costs Incurred Relating to Oil and Gas Producing Activities -
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Years Ended September 30, 1995 1994 1993
- ----------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
Property acquisition:
Proved . . . . . . . . . . . . . . . . . . . $ 1,228 $23,115 $ 3,100
Unproved . . . . . . . . . . . . . . . . . . 1,565 4,893 2,409
Exploration . . . . . . . . . . . . . . . . . . 13,497 12,418 11,769
Development . . . . . . . . . . . . . . . . . . 9,703 12,888 13,964
-------- ------- --------
Total . . . . . . . . . . . . . . . . . . . . $25,993 $53,314 $31,242
======== ======= ========
</TABLE>
Estimated Quantities of Proved Oil and Gas Reserves (Unaudited) -
Proved reserves are estimated quantities of crude oil, natural gas, and natural
gas liquids which geological and engineering data demonstrate with reasonable
certainty to be recoverable in future years from known reservoirs under
existing economic and operating conditions. Proved developed reserves are those
which are expected to be recovered through existing wells with existing
equipment and operating methods. The following is an analysis of proved oil and
gas reserves as estimated by the Company and reviewed by independent engineers.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
OIL (Bbls.) GAS (Mmcf)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Proved reserves at September 30, 1992 . . . . . . . . . . . . . . . . . . 7,507,586 294,596
Revisions of previous estimates . . . . . . . . . . . . . . . . . . . . . (15,550) 9,568
Extensions, discoveries and other additions . . . . . . . . . . . . . . . 168,051 10,083
Production . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (875,713) (28,479)
Purchases of reserves-in-place . . . . . . . . . . . . . . . . . . . . . 140,411 4,196
Sales of reserves-in-place . . . . . . . . . . . . . . . . . . . . . . . (41,586) (519)
--------- -------
Proved reserves at September 30, 1993 . . . . . . . . . . . . . . . . . . 6,883,199 289,445
Revisions of previous estimates . . . . . . . . . . . . . . . . . . . . . 302,200 (819)
Extensions, discoveries and other additions . . . . . . . . . . . . . . . 261,114 8,818
Production . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (887,455) (26,628)
Purchases of reserves-in-place . . . . . . . . . . . . . . . . . . . . . 159,580 19,900
Sales of reserves-in-place . . . . . . . . . . . . . . . . . . . . . . . (8,427) (64)
--------- -------
Proved reserves at September 30, 1994 . . . . . . . . . . . . . . . . . . 6,710,211 290,652
Revisions of previous estimates . . . . . . . . . . . . . . . . . . . . . 124,361 5,222
Extensions, discoveries and other additions . . . . . . . . . . . . . . . 328,539 8,775
Production . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (808,058) (26,421)
Purchases of reserves-in-place . . . . . . . . . . . . . . . . . . . . . 310 1,934
Sales of reserves-in-place . . . . . . . . . . . . . . . . . . . . . . . (26,251) (116)
--------- -------
Proved reserves at September 30, 1995 . . . . . . . . . . . . . . . . . . 6,329,112 280,046
========= =======
Proved developed reserves at
September 30, 1993 . . . . . . . . . . . . . . . . . . . . . . . . . 6,882,783 282,033
========= =======
September 30, 1994 . . . . . . . . . . . . . . . . . . . . . . . . . 6,649,672 267,688
========= =======
September 30, 1995 . . . . . . . . . . . . . . . . . . . . . . . . . 6,270,216 262,319
========= =======
</TABLE>
Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil
and Gas Reserves (Unaudited) - The "Standardized Measure of Discounted Future
Net Cash Flows Relating to Proved Oil and Gas Reserves" (Standardized Measure)
is a disclosure requirement under Financial Accounting Standards Board
Statement No. 69. The Standardized Measure does not purport to present the fair
market value of a company's proved oil and gas reserves. This would require
consideration of expected future economic and operating conditions, which are
not taken into account in calculating the Standardized Measure.
Under the Standardized Measure, future cash inflows were estimated by applying
year-end prices to the estimated future production of year-end proved reserves.
Future cash inflows were reduced by estimated future production and development
costs based on year-end costs to determine pre-tax cash inflows. Future income
taxes were computed by applying the statutory tax rate to the excess of pre-tax
cash inflows over the Company's tax basis in the associated proved oil and gas
properties. Tax credits and permanent differences were also considered in the
future income tax calculation. Future net cash inflows after income taxes were
discounted using a ten percent annual discount rate to arrive at the
Standardized Measure.
29
<PAGE> 30
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
At September 30, 1995 1994
- -----------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C>
Future cash inflows . . . . . . . . . . . . . . . . . . . . . . . . . . . $429,259 $478,426
Future costs -
Future production and development costs . . . . . . . . . . . . . . (173,633) (191,464)
Future income tax expense . . . . . . . . . . . . . . . . . . . . . (63,183) (71,320)
-------- --------
Future net cash flows . . . . . . . . . . . . . . . . . . . . . . . . . . 192,443 215,642
10% annual discount for estimated timing of cash flows . . . . . . . . . (81,509) (91,019)
-------- --------
Standardized Measure of discounted future net cash flows . . . . . . . . $110,934 $124,623
======== ========
</TABLE>
Changes in Standardized Measure Relating to Proved Oil and Gas Reserves
(Unaudited)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
Years Ended September 30, 1995 1994 1993
- -----------------------------------------------------------------------------------------------------------
(in thousands)
<S> <C> <C> <C>
Standardized Measure - Beginning of year . . . . . . . . . . $124,623 $178,757 $173,644
Increases (decreases) -
Sales, net of production costs . . . . . . . . . . . (29,951) (40,030) (50,417)
Net change in sales prices, net of production costs . (12,917) (80,347) 16,292
Discoveries and extensions, net of related future
development and production costs . . . . . . . . . 8,179 9,653 12,439
Changes in estimated future development costs . . . . (4,672) (14,571) (7,624)
Development costs incurred . . . . . . . . . . . . . 9,703 12,888 13,964
Revisions of previous quantity estimates . . . . . . 2,825 483 6,820
Accretion of discount . . . . . . . . . . . . . . . . 16,171 23,678 22,619
Net change in income taxes . . . . . . . . . . . . . (7,538) 20,942 (12,656)
Purchases of reserves-in-place . . . . . . . . . . . 1,202 11,219 3,820
Sales of reserves-in-place . . . . . . . . . . . . . (51) (62) (652)
Other . . . . . . . . . . . . . . . . . . . . . . . 3,360 2,013 508
-------- -------- --------
Standardized Measure - End of year . . . . . . . . . . . $110,934 $124,623 $178,757
======== ======== ========
</TABLE>
- --------------------------------------------------------------------------------
NOTE 13 SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Quarter Ended
----------------------------------------------------
Dec. 31, March 31, June 30, Sept. 30,
1994 1995 1995 1995
- -----------------------------------------------------------------------------------------------------------
(in thousands, except per share amounts)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues . . . . . . . . . . . . . . . . . . $79,944 $79,301 $78,756 $87,775
Gross profit (loss) . . . . . . . . . . . . 8,909 11,550 9,389 (6,931)
Net income (loss)(1) . . . . . . . . . . . . 4,416 5,820 4,584 (5,069)
Earnings (loss) per share . . . . . . . . . .18 .24 .19 (.21)
- -----------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
Quarter Ended
----------------------------------------------------
Dec. 31, March 31, June 30, Sept. 30,
1993 1994 1994 1994
- -----------------------------------------------------------------------------------------------------------
(in thousands, except per share amounts)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues . . . . . . . . . . . . . . . . . . $82,186 $87,883 $78,698 $80,234
Gross profit . . . . . . . . . . . . . . . . 14,149 12,701 8,688 4,054
Income before cumulative effect of change
in accounting principle . . . . . . . . . 7,253 6,155 4,660 2,903
Net income (2) . . . . . . . . . . . . . . . 11,253 6,155 4,660 2,903
Earnings per common share before cumulative
effect of change in accounting principle .30 .25 .19 .12
Earnings per share . . . . . . . . . . . . . .46 .25 .19 .12
- -----------------------------------------------------------------------------------------------------------
</TABLE>
Gross profit (loss) represents total revenues less operating costs,
depreciation, depletion and amortization, dry holes and abandonments, and
taxes, other than income taxes.
- --------------------------------------------------------------------------------
(1) The quarter ended September 30, 1995 included an after-tax charge of $13.6
million ($.55 per share) related to the Company adopting SFAS No. 121 (see
note 6).
(2) The quarter ended September 30, 1994 included an after-tax charge of $2.7
million ($.11 per share) for impairment of leases ($1.35 million) and
dry-hole costs ($1.35 million) in the Austin Chalk prospect in Louisiana.
- --------------------------------------------------------------------------------
30
<PAGE> 31
REPORT OF INDEPENDENT AUDITORS
HELMERICH & PAYNE, INC.
================================================================================
The Board of Directors and Shareholders
Helmerich & Payne, Inc.
We have audited the accompanying consolidated balance sheets of Helmerich &
Payne, Inc. as of September 30, 1995 and 1994, and the related consolidated
statements of income, shareholders' equity, and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits. The consolidated statements of income,
shareholders' equity, and cash flows for the year ended September 30, 1993,
were audited by other auditors whose report dated November 16, 1993, expressed
an unqualified opinion on those statements.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the 1995 and 1994 financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of Helmerich & Payne, Inc. at September 30, 1995 and 1994, and the consolidated
results of its operations and its cash flows for the years then ended, in
conformity with generally accepted accounting principles.
As discussed in Note 6 to the financial statements, effective July 1, 1995,
the Company adopted Statement of Financial Accounting Standards (SFAS) No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed Of". As discussed in Note 1 to the financial statements,
effective October 1, 1994, the Company adopted SFAS No., 115, "Accounting for
Certain Investments in Debt and Equity Securities." As discussed in Note 3 to
the financial statements, effective October 1, 1993, the Company adopted SFAS
No. 109, "Accounting for Income Taxes."
Tulsa, Oklahoma /s/ ERNST & YOUNG LLP
November 17, 1995
<TABLE>
<CAPTION>
STOCK PRICE INFORMATION
==========================================================================================================
Closing Market Price Per Share
---------------------------------------------------
1995 1994
- ----------------------------------------------------------------------------------------------------------
QUARTERS HIGH LOW HIGH LOW
<S> <C> <C> <C> <C>
First . . . . . . . . . . . . . . . . . $ 31 1/4 $ 25 5/8 $ 34 1/2 $26 1/2
Second . . . . . . . . . . . . . . . . . 27 1/2 24 1/2 30 26
Third . . . . . . . . . . . . . . . . . 31 26 5/8 27 1/8 25 1/8
Fourth . . . . . . . . . . . . . . . . . 30 27 5/8 28 1/8 25 5/8
- ----------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
DIVIDEND INFORMATION
==========================================================================================================
Paid Per Share Total Payment
---------------------------------------------------
1995 1994 1995 1994
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------
QUARTERS
First . . . . . . . . . . . . . . . . . $.125 $.120 $3,089,758 $2,956,498
Second . . . . . . . . . . . . . . . . . .125 .120 3,087,958 2,960,098
Third . . . . . . . . . . . . . . . . . .125 .120 3,092,973 2,960,314
Fourth . . . . . . . . . . . . . . . . . .125 .125 3,094,813 3,087,902
- ----------------------------------------------------------------------------------------------------------
</TABLE>
================================================================================
STOCKHOLDERS' MEETING
The annual meeting of stockholders will be held on March 6, 1996. A formal
notice of the meeting, together with a proxy statement and form of proxy, will
be mailed to shareholders on or about January 25, 1996.
================================================================================
STOCK EXCHANGE LISTING
Helmerich & Payne, Inc. Common Stock is traded on the New York Stock Exchange
with the ticker symbol "HP." The newspaper abbreviation most commonly used for
financial reporting is "HelmP." Options on the Company's stock are also traded
on the New York Stock Exchange.
================================================================================
STOCK TRANSFER AGENT AND REGISTRAR
As of December 15, 1995, there were 1,656 record holders of Helmerich & Payne,
Inc. common stock as listed by the transfer agent's records.
Our Transfer Agent is responsible for our shareholder records, issuance of
stock certificates, and distribution of our dividends and the IRS Form 1099.
Your requests, as shareholders, concerning these matters are most efficiently
answered by corresponding directly with The Liberty Bank of Oklahoma City at
the following address:
The Liberty National Bank and Trust Company
of Oklahoma City Stock Transfer Department
P.O. Box 25848
Oklahoma City, Oklahoma 73125-0848
Telephone: (405) 231-6325
================================================================================
FORM 10-K
The Company's Annual Report on Form 10-K, which has been submitted to the
Securities and Exchange Commission, is available free of charge upon written
request.
DIRECT INQUIRIES TO:
President
Helmerich & Payne, Inc.
Utica at Twenty- First
Tulsa, Oklahoma 74114
Telephone: (918) 742-5531
================================================================================
31
<PAGE> 32
ELEVEN-YEAR FINANCIAL REVIEW
HELMERICH & PAYNE, INC.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
Years Ended September 30, 1995 1994 1993
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUES AND INCOME*
Contract Drilling Revenues . . . . . . . . . . . . 203,325 182,781 149,661
Crude Oil Sales . . . . . . . . . . . . . . . . . . 13,227 13,161 15,392
Natural Gas Sales . . . . . . . . . . . . . . . . . 33,851 45,261 52,446
Gas Marketing Revenues** . . . . . . . . . . . . . 34,729 51,874 63,786
Chemical Sales . . . . . . . . . . . . . . . . . . 18,986 18,746 14,286
Real Estate Revenues . . . . . . . . . . . . . . . 7,560 7,396 7,620
Dividend Income . . . . . . . . . . . . . . . . . . 3,389 3,621 3,535
Other Revenues . . . . . . . . . . . . . . . . . . 10,709 6,161 8,371
Total Revenues . . . . . . . . . . . . . . . . . . 325,776 329,001 315,097
Net Cash Provided by Operating Activities++ . . . . 88,572 79,909 74,619
Net Income+ . . . . . . . . . . . . . . . . . . . . 9,751 24,971 24,550
- ------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Income+ . . . . . . . . . . . . . . . . . . . . .40 1.02 1.01
Cash Dividends . . . . . . . . . . . . . . . . . . .50 .485 .48
Shares Outstanding* . . . . . . . . . . . . . . . . 24,765 24,710 24,637
- ------------------------------------------------------------------------------------------------------
FINANCIAL POSITION
Net Working Capital* . . . . . . . . . . . . . . . 45,383 76,238 104,085
Ratio of Current Assets to Current Liabilities . . 1.65 2.63 3.24
Investments* . . . . . . . . . . . . . . . . . . . 156,908 87,414 84,945
Total Assets* . . . . . . . . . . . . . . . . . . . 710,165 624,827 610,935
Long-Term Debt* . . . . . . . . . . . . . . . . . . -- -- 3,600
Shareholders' Equity* . . . . . . . . . . . . . . . 562,435 524,334 508,927
- ------------------------------------------------------------------------------------------------------
CAPITAL EXPENDITURES*
Contract Drilling Equipment . . . . . . . . . . . . 80,943 53,752 24,101
Wells and Equipment . . . . . . . . . . . . . . . . 19,384 40,916 23,142
Chemical Plant and Equipment . . . . . . . . . . . 793 572 540
Real Estate . . . . . . . . . . . . . . . . . . . . 873 902 436
Other Assets (includes undeveloped leases) . . . . 9,783 9,741 5,990
Total Capital Outlays . . . . . . . . . . . . . . . 111,776 105,883 54,209
PROPERTY, PLANT AND EQUIPMENT AT COST*
Contract Drilling Equipment . . . . . . . . . . . . 501,682 444,432 418,004
Producing Properties . . . . . . . . . . . . . . . 384,755 377,371 340,176
Undeveloped Leases . . . . . . . . . . . . . . . . 8,051 11,729 10,010
Chemical Plant and Equipment . . . . . . . . . . . 13,210 12,417 11,845
Real Estate . . . . . . . . . . . . . . . . . . . . 46,642 47,827 47,502
Other . . . . . . . . . . . . . . . . . . . . . . 56,382 49,326 45,785
Total Property, Plant and Equipment . . . . . . . . 1,010,722 943,102 873,322
- ------------------------------------------------------------------------------------------------------
</TABLE>
* 000's omitted
** Gas Marketing activities began in 1990
++ Funds generated by operations for 1985
+ Includes $13.6 million (.55 per share) effect of impairment charge for
adoption of SFAS No. 121 in 1995 and cumulative effect of change in
accounting for income taxes of $4,000,000 ($.16 per share) in 1994
32
<PAGE> 33
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Years Ended September 30, 1992 1991 1990 1989
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUES AND INCOME*
Contract Drilling Revenues . . . . . . . . . . . 112,833 105,364 90,974 78,315
Crude Oil Sales . . . . . . . . . . . . . . . . . 16,369 17,374 16,058 14,821
Natural Gas Sales . . . . . . . . . . . . . . . . 38,370 35,628 37,697 33,013
Gas Marketing Revenues** . . . . . . . . . . . . 40,410 10,055 10,566 --
Chemical Sales . . . . . . . . . . . . . . . . . 13,411 12,674 12,067 10,754
Real Estate Revenues . . . . . . . . . . . . . . 7,541 7,542 7,636 7,778
Dividend Income . . . . . . . . . . . . . . . . . 4,050 5,285 7,402 9,127
Other Revenues . . . . . . . . . . . . . . . . . 6,716 20,024 56,144 17,361
Total Revenues . . . . . . . . . . . . . . . . . 239,700 213,946 238,544 171,169
Net Cash Provided by Operating Activities++ . . . 63,331 52,110 55,422 67,099
Net Income+ . . . . . . . . . . . . . . . . . . . 10,849 21,241 47,562 22,700
- ----------------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Income+ . . . . . . . . . . . . . . . . . . . .45 .88 1.97 .94
Cash Dividends . . . . . . . . . . . . . . . . . .465 .46 .44 .42
Shares Outstanding* . . . . . . . . . . . . . . . 24,576 24,488 24,485 24,173
- ----------------------------------------------------------------------------------------------------------
FINANCIAL POSITION
Net Working Capital* . . . . . . . . . . . . . . 82,800 108,212 146,741 114,357
Ratio of Current Assets to Current Liabilities . 3.31 4.19 3.72 3.12
Investments* . . . . . . . . . . . . . . . . . . 87,780 96,471 99,574 130,443
Total Assets* . . . . . . . . . . . . . . . . . . 585,504 575,168 582,927 591,229
Long-Term Debt* . . . . . . . . . . . . . . . . . 8,339 5,693 5,648 49,087
Shareholders' Equity* . . . . . . . . . . . . . . 493,286 491,133 479,485 443,396
- ----------------------------------------------------------------------------------------------------------
CAPITAL EXPENDITURES*
Contract Drilling Equipment . . . . . . . . . . . 43,049 56,297 18,303 17,901
Wells and Equipment . . . . . . . . . . . . . . . 21,617 34,741 16,489 30,673
Chemical Plant and Equipment . . . . . . . . . . 104 2,478 1,089 745
Real Estate . . . . . . . . . . . . . . . . . . . 690 2,104 1,467 878
Other Assets (includes undeveloped leases) . . . 17,038 6,909 5,512 6,787
Total Capital Outlays . . . . . . . . . . . . . . 82,498 102,529 42,860 56,984
- ----------------------------------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT AT COST*
Contract Drilling Equipment . . . . . . . . . . . 404,155 370,494 324,293 323,313
Producing Properties . . . . . . . . . . . . . . 329,264 312,438 287,248 279,768
Undeveloped Leases . . . . . . . . . . . . . . . 12,973 5,552 5,507 5,441
Chemical Plant and Equipment . . . . . . . . . . 11,305 11,202 8,723 7,635
Real Estate . . . . . . . . . . . . . . . . . . . 47,286 46,671 44,928 48,016
Other . . . . . . . . . . . . . . . . . . . . . 43,810 37,059 32,682 30,237
Total Property, Plant and Equipment . . . . . . . 848,793 783,416 703,381 694,410
- ----------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Years Ended September 30, 1988 1987 1986 1985
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
REVENUES AND INCOME*
Contract Drilling Revenues . . . . . . . . . . . 75,985 64,718 68,220 90,647
Crude Oil Sales . . . . . . . . . . . . . . . . . 14,001 15,223 20,020 32,447
Natural Gas Sales . . . . . . . . . . . . . . . . 26,154 17,251 21,308 28,335
Gas Marketing Revenues** . . . . . . . . . . . . -- -- -- --
Chemical Sales . . . . . . . . . . . . . . . . . 11,265 9,603 8,471 8,778
Real Estate Revenues . . . . . . . . . . . . . . 7,878 7,561 6,839 5,658
Dividend Income . . . . . . . . . . . . . . . . . 10,069 9,757 11,033 10,878
Other Revenues . . . . . . . . . . . . . . . . . 15,213 34,766 29,244 18,054
Total Revenues . . . . . . . . . . . . . . . . . 160,565 158,879 165,135 194,797
Net Cash Provided by Operating Activities++ . . . 57,967 38,337 54,756 72,552
Net Income+ . . . . . . . . . . . . . . . . . . . 20,150 22,016 7,025 18,498
- -------------------------------------------------------------------------------------------------
PER SHARE DATA
Net Income+ . . . . . . . . . . . . . . . . . . . .83 .91 .28 .74
Cash Dividends . . . . . . . . . . . . . . . . . .40 .38 .36 .35
Shares Outstanding* . . . . . . . . . . . . . . . 24,166 24,187 24,187 25,146
- -------------------------------------------------------------------------------------------------
FINANCIAL POSITION
Net Working Capital* . . . . . . . . . . . . . . 135,275 135,139 108,331 118,340
Ratio of Current Assets to Current Liabilities . 6.10 6.68 5.61 4.58
Investments* . . . . . . . . . . . . . . . . . . 133,726 140,431 158,311 163,045
Total Assets* . . . . . . . . . . . . . . . . . . 576,473 571,348 563,236 616,034
Long-Term Debt* . . . . . . . . . . . . . . . . . 70,715 74,732 79,340 85,532
Shareholders' Equity* . . . . . . . . . . . . . . 430,804 420,833 408,185 427,860
- -------------------------------------------------------------------------------------------------
CAPITAL EXPENDITURES*
Contract Drilling Equipment . . . . . . . . . . . 19,110 13,993 23,673 27,777
Wells and Equipment . . . . . . . . . . . . . . . 25,936 27,402 11,767 9,527
Chemical Plant and Equipment . . . . . . . . . . 688 307 232 175
Real Estate . . . . . . . . . . . . . . . . . . . 3,095 6,128 1,409 9,782
Other Assets (includes undeveloped leases) . . . 2,623 2,041 2,075 5,397
Total Capital Outlays . . . . . . . . . . . . . . 51,452 49,871 39,156 52,658
- -------------------------------------------------------------------------------------------------
PROPERTY, PLANT AND EQUIPMENT AT COST*
Contract Drilling Equipment . . . . . . . . . . . 313,289 309,865 307,199 287,641
Producing Properties . . . . . . . . . . . . . . 251,445 228,214 215,488 218,102
Undeveloped Leases . . . . . . . . . . . . . . . 3,305 4,197 7,294 10,403
Chemical Plant and Equipment . . . . . . . . . . 6,889 6,201 5,894 5,662
Real Estate . . . . . . . . . . . . . . . . . . . 47,165 44,070 38,131 36,538
Other . . . . . . . . . . . . . . . . . . . . . 28,279 28,675 28,846 28,345
Total Property, Plant and Equipment . . . . . . . 650,372 621,222 602,852 586,691
- -------------------------------------------------------------------------------------------------
</TABLE>
33
<PAGE> 34
ELEVEN-YEAR OPERATING REVIEW
HELMERICH & PAYNE, INC.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
Years Ended September 30, 1995 1994 1993 1992 1991 1990
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
CONTRACT DRILLING
Drilling Rigs, United States . . . . . . . . . . 41 47 42 39 46 49
Drilling Rigs, International . . . . . . . . . . 35 29 29 30 25 20
Contract Wells Drilled, United States . . . . . 212 162 128 100 106 119
Total Footage Drilled, United States* . . . . . 1,933 1,842 1,504 1,085 1,301 1,316
Average Depth per Well, United States . . . . . 9,119 11,367 11,746 10,853 12,274 11,059
Percentage Rig Utilization, United States . . . 71 69 53 42 47 50
Percentage Rig Utilization, International . . . 84 88 68 69 69 46
- -------------------------------------------------------------------------------------------------------------------------------
PETROLEUM EXPLORATION AND DEVELOPMENT
Gross Wells Completed . . . . . . . . . . . . . 59 44 42 54 45 36
Net Wells Completed . . . . . . . . . . . . . . 27.4 15 15.9 17.8 20.3 15.3
Net Dry Holes . . . . . . . . . . . . . . . . . 5.9 1.7 4.3 4.3 4.3 3.4
- -------------------------------------------------------------------------------------------------------------------------------
PETROLEUM PRODUCTION
Net Crude Oil and Natural Gas Liquids
Produced (barrels daily) . . . . . . . . . . . . 2,214 2,431 2,399 2,334 2,152 2,265
Net Oil Wells Owned - Primary Recovery . . . . . 186 202 202 220 227 223
Net Oil Wells Owned - Secondary Recovery . . . . 64 71 71 74 55 46
Secondary Oil Recovery Projects . . . . . . . . 12 14 14 14 12 12
Net Natural Gas Produced
(thousands of cubic feet daily) . . . . . . . 72,387 72,953 78,023 75,470 66,617 65,147
Net Gas Wells Owned . . . . . . . . . . . . . . 354 341 307 289 278 194
- -------------------------------------------------------------------------------------------------------------------------------
NATURAL GAS ODORANTS AND
OTHER CHEMICALS
Chemicals Sold (pounds)* . . . . . . . . . . . . 7,670 8,071 7,930 8,452 8,155 8,255
- -------------------------------------------------------------------------------------------------------------------------------
REAL ESTATE MANAGEMENT
Gross Leasable Area (square feet)* . . . . . . . 1,652 1,652 1,656 1,656 1,664 1,664
Percentage Occupancy . . . . . . . . . . . . . . 87 83 86 87 86 85
- -------------------------------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF EMPLOYEES
Helmerich & Payne, Inc. and Subsidiariesa . . 3,245 2,787 2,389 1,928 1,758 1,864
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
Years Ended September 30, 1989 1988 1987 1986 1985
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
CONTRACT DRILLING
Drilling Rigs, United States . . . . . . . . . . 49 48 50 48 47
Drilling Rigs, International . . . . . . . . . . 20 18 19 19 19
Contract Wells Drilled, United States . . . . . 108 115 110 110 111
Total Footage Drilled, United States* . . . . . 1,350 1,284 1,182 1,384 1,477
Average Depth per Well, United States . . . . . 12,500 11,165 10,745 12,582 13,306
Percentage Rig Utilization, United States . . . 44 45 39 44 65
Percentage Rig Utilization, International . . . 46 30 16 30 47
- ----------------------------------------------------------------------------------------------------------
PETROLEUM EXPLORATION AND DEVELOPMENT
Gross Wells Completed . . . . . . . . . . . . . 45 45 18 27 42
Net Wells Completed . . . . . . . . . . . . . . 15.2 14.6 5.2 10.3 19.5
Net Dry Holes . . . . . . . . . . . . . . . . . 2.8 1.6 .5 3.6 9.7
- ----------------------------------------------------------------------------------------------------------
PETROLEUM PRODUCTION
Net Crude Oil and Natural Gas Liquids
Produced (barrels daily) . . . . . . . . . . . . 2,486 2,463 2,578 3,077 3,388
Net Oil Wells Owned - Primary Recovery . . . . . 201 202 199 234 234
Net Oil Wells Owned - Secondary Recovery . . . . 214 222 237 235 259
Secondary Oil Recovery Projects . . . . . . . . 17 21 20 18 19
Net Natural Gas Produced
(thousands of cubic feet daily) . . . . . . . 57,490 45,480 31,752 32,392 35,288
Net Gas Wells Owned . . . . . . . . . . . . . . 205 197 180 180 174
- ----------------------------------------------------------------------------------------------------------
NATURAL GAS ODORANTS AND
OTHER CHEMICALS
Chemicals Sold (pounds)* . . . . . . . . . . . . 7,702 8,507 8,165 7,554 9,123
- ----------------------------------------------------------------------------------------------------------
REAL ESTATE MANAGEMENT
Gross Leasable Area (square feet)* . . . . . . . 1,669 1,670 1,595 1,433 1,333
Percentage Occupancy . . . . . . . . . . . . . . 90 90 94 95 93
- ----------------------------------------------------------------------------------------------------------
TOTAL NUMBER OF EMPLOYEES
Helmerich & Payne, Inc. and Subsidiariesa . . 1,100 1,156 1,026 844 1,126
- ----------------------------------------------------------------------------------------------------------
</TABLE>
* 000's omitted.
+ 1985-1989 include U.S. employees only
34
<PAGE> 35
<TABLE>
<CAPTION>
Directors Officers
======================================================================================================
<S> <C>
W. H. HELMERICH, III W. H. HELMERICH, III
Chairman of the Board, Chairman of the Board
Tulsa, Oklahoma
HANS HELMERICH HANS HELMERICH
President and Chief Executive Officer, President and Chief Executive Officer
Tulsa, Oklahoma
ALLEN S. BRAUMILLER
WILLIAM L. ARMSTRONG Vice President,
Chairman, Ambassador Media Corporation, Exploration
Denver, Colorado
GEORGE S. DOTSON
GLENN A. COX* Vice President,
President and Chief Operating Officer, Retired, President of Helmerich & Payne
Phillips Petroleum Co., International Drilling Co.
Bartlesville, Oklahoma
DOUGLAS E. FEARS
GEORGE S. DOTSON Vice President,
Vice President, Finance
President of Helmerich & Payne
International Drilling Co., STEVEN R. MACKEY
Tulsa, Oklahoma Vice President, Secretary,
and General Counsel
C. W. FLINT, JR.*
Chairman, JAMES L. PAYNE
Flint Industries, Inc., Vice President,
Tulsa, Oklahoma Real Estate
GEORGE A. SCHAEFER STEVEN R. SHAW
Chairman and Chief Executive Officer, Retired, Vice President,
Caterpillar Inc., Production
Peoria, Illinois
HARRY W. TODD
Chairman, CEO, and President, Retired,
Rohr Industries, Inc.,
Chula Vista, California
JOHN D. ZEGLIS
Senior Vice President and General Counsel,
American Telephone & Telegraph Co.,
Basking Ridge, New Jersey
</TABLE>
*Member, Audit Committee
36
<PAGE> 1
Exhibit 22
SUBSIDIARIES OF THE REGISTRANT
Helmerich & Payne, Inc.
Subsidiaries of Helmerich & Payne, Inc.
Helmerich & Payne Properties, Inc. (Incorporated in Oklahoma)
Utica Square Shopping Center, Inc. (Incorporated in Oklahoma)
The Hardware Store of Utica Square, Inc. (Incorporated in Oklahoma)
The Space Center, Inc. (Incorporated in Oklahoma)
H&P DISC, Inc. (Incorporated in Oklahoma)
Helmerich & Payne Coal Co. (Incorporated in Oklahoma)
Natural Gas Odorizing, Inc. (Incorporated in Oklahoma)
Helmerich & Payne Energy Services, Inc. (Incorporated in Oklahoma)
Helmerich & Payne International Drilling Co. (Incorporated in
Delaware)
Subsidiaries of Helmerich & Payne International Drilling Co.
Helmerich & Payne (Africa) Drilling Co. (Incorporated
in Cayman Islands, British West Indies)
Helmerich & Payne (Colombia) Drilling Co. (Incorporated
in Oklahoma)
Helmerich & Payne (Gabon) Drilling Co. (Incorporated in
Cayman Islands, British West Indies)
Helmerich & Payne (Guatemala) Drilling Co. (Incorporated
in Oklahoma)
Helmerich & Payne (Peru) Drilling Co. (Incorporated in
Oklahoma)
Helmerich & Payne (Australia) Drilling Co. (Incorporated
in Oklahoma)
Helmerich & Payne del Ecuador, Inc. (Incorporated in
Oklahoma)
Helmerich & Payne de Venezuela, C.A. (Incorporated in
Venezuela)
Helmerich & Payne, C.A. (Incorporated in Venezuela)
Helmerich & Payne Rasco, Inc. (Incorporated in Oklahoma)
H&P Finco (Incorporated in Cayman Islands, British
West Indies)
H&P Invest Ltd. (Incorporated in Cayman Islands), British
West Indies, doing business as H&P (Yemen) Drilling
Co.
Subsidiary of H&P Invest Ltd.
Turrum Pty. Ltd. (Incorporated in Papua, New Guinea)
<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation of our report dated November 16, 1993, included in this Form
10-K, into the Company's previously filed Registration Statement File Nos.
33-16771 and 33- 55239 on Forms S-8.
ARTHUR ANDERSON LLP
Tulsa, Oklahoma
December 22, 1995
<PAGE> 1
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Annual Report
(Form 10-K) of Helmerich & Payne, Inc. of our report dated November 17, 1995,
included in the 1995 Annual Report to Shareholders of Helmerich & Payne, Inc.
We also consent to the incorporation by reference in the Registration
Statements (Form S-8 Nos. 33-16771 and 33-55239) pertaining, respectively, to
the Helmerich & Payne, Inc. Incentive Stock Option Plan and 1990 Stock Option
Plan of our report dated November 17, 1995, with respect to the consolidated
financial statements of Helmerich & Payne, Inc. incorporated by reference in
the Annual Report (Form 10-K) for the year ended September 30, 1995.
ERNST & YOUNG LLP
Tulsa, Oklahoma
December 22, 1995
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> SEP-30-1995
<PERIOD-START> OCT-01-1994
<PERIOD-END> SEP-30-1995
<CASH> 19,661
<SECURITIES> 156,908
<RECEIVABLES> 59,803
<ALLOWANCES> 489
<INVENTORY> 21,313
<CURRENT-ASSETS> 114,994
<PP&E> 1,010,722
<DEPRECIATION> 586,960
<TOTAL-ASSETS> 710,165
<CURRENT-LIABILITIES> 69,611
<BONDS> 0
<COMMON> 2,677
0
0
<OTHER-SE> 559,758
<TOTAL-LIABILITY-AND-EQUITY> 710,165
<SALES> 314,930
<TOTAL-REVENUES> 325,776
<CGS> 302,859
<TOTAL-COSTS> 302,859
<OTHER-EXPENSES> 8,801
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 407
<INCOME-PRETAX> 13,709
<INCOME-TAX> 5,044
<INCOME-CONTINUING> 9,751
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,751
<EPS-PRIMARY> .40
<EPS-DILUTED> .40
</TABLE>
