Helmerich & Payne, Inc. ("H&P") is a Delaware corporation headquartered in Tulsa, Oklahoma. H&P is the holding company for Helmerich & Payne International Drilling Co., an international drilling contractor with land and offshore operations primarily in the United States and South America. H&P’s common stock is registered with the Commission pursuant to Section 12(b) of the Exchange Act, and is listed on the New York Stock Exchange. H&P is, thus, an issuer pursuant to the FCPA. H&P, through its subsidiaries, provided oil drilling rigs, equipment, and personnel on a contract basis to international and national oil companies, primarily in the United States and South America.
Helmerich & Payne (Argentina) Drilling Company (“H&P Argentina”), a wholly-owned second-tier subsidiary of H&P, was incorporated in Oklahoma and has its principal administrative office in Buenos Aires, Argentina.
Helmerich & Payne de Venezuela, C.A. (“H&P Venezuela”), a wholly-owned second-tier subsidiary of H&P, was incorporated in Venezuela and has its principal administrative office in Anaco, Venezuela.
From at least 2003 through 2008, H&P Argentina and H&P Venezuela employees and agents made corrupt payments to various officials and representatives of the Argentine and Venezuelan customs services in connection with the importation and exportation of goods and equipment related to H&P's business operations in those countries. H&P Argentina and H&P Venezuela employees also falsely recorded the nature and purpose of these improper payments, as well as other payments, in their respective books and records, ultimately causing false entries in H&P's books and records when the books and records were consolidated.
On July 29, 2009, H&P entered into a Deferred Prosecution Agreement with the DOJ concerning the conduct above. The DOJ entered into the DPA based, in part, on H&P's discovery of the reported conduct through its internal control processes, its self-reporting, its cooperation with the SEC and the DOJ, and the extensive remedial measures taken and to be taken by H&P. Under the terms of the agreement, H&P agreed to pay a monetary fine of $1 million and continue to implement and enhance its anti-corruption compliance policies and procedures.
In a related proceeding with the SEC, H&P agreed to cease and desist violating the books & records and internal controls provisions of the FCPA, and the company agreed to disgorgement of $320,604 plus prejudgment interest of $55,077.22.