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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Atwood Oceanics, Inc. (delisted) | NYSE:ATW | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 9.32 | 0 | 01:00:00 |
|
UNITED STATES
|
|
|
SECURITIES AND EXCHANGE COMMISSION
|
|
|
WASHINGTON, DC 20549
|
|
(Mark One)
|
|
Form 10-Q
|
|
|
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the quarterly period ended June 30, 2017
|
|
|
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 1-13167
|
|
Texas
|
|
74-1611874
|
(State or Other Jurisdiction of Incorporation or Organization)
|
|
(IRS Employer Identification No.)
|
|
|
|
15011 Katy Freeway, Suite 800, Houston, Texas
|
|
77094
|
(Address of Principal Executive Offices including Zip Code)
|
|
(Zip Code)
|
|
N/A
|
|
||
|
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
|
|
Large accelerated filer
þ
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
Emerging growth company
o
|
|
|
|
|
||
Item 1.
|
Page
|
|
a)
|
||
b)
|
||
c)
|
||
d)
|
||
e)
|
||
f)
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 6.
|
||
|
|
Three Months Ended June 30,
|
|
Nine Months Ended June 30,
|
||||||||||||
(In thousands, except per share amounts)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
REVENUES:
|
|
|
|
|
|
|
|
||||||||
Contract drilling
|
$
|
111,803
|
|
|
$
|
217,818
|
|
|
$
|
423,906
|
|
|
$
|
794,979
|
|
Revenues related to reimbursable expenses
|
5,431
|
|
|
9,979
|
|
|
18,590
|
|
|
36,988
|
|
||||
Total revenues
|
117,234
|
|
|
227,797
|
|
|
442,496
|
|
|
831,967
|
|
||||
|
|
|
|
|
|
|
|
||||||||
COSTS AND EXPENSES:
|
|
|
|
|
|
|
|
||||||||
Contract drilling
|
48,182
|
|
|
80,524
|
|
|
178,129
|
|
|
301,094
|
|
||||
Reimbursable expenses
|
3,245
|
|
|
5,489
|
|
|
14,521
|
|
|
22,898
|
|
||||
Depreciation
|
38,500
|
|
|
41,084
|
|
|
121,751
|
|
|
124,964
|
|
||||
General and administrative
|
15,557
|
|
|
12,028
|
|
|
43,193
|
|
|
38,693
|
|
||||
Asset impairment
|
211
|
|
|
(659
|
)
|
|
59,173
|
|
|
64,773
|
|
||||
Loss on sale of assets
|
379
|
|
|
—
|
|
|
261
|
|
|
77
|
|
||||
Other, net
|
—
|
|
|
16
|
|
|
—
|
|
|
(1,044
|
)
|
||||
|
106,074
|
|
|
138,482
|
|
|
417,028
|
|
|
551,455
|
|
||||
|
|
|
|
|
|
|
|
||||||||
OPERATING INCOME
|
11,160
|
|
|
89,315
|
|
|
25,468
|
|
|
280,512
|
|
||||
|
|
|
|
|
|
|
|
||||||||
OTHER (EXPENSE) INCOME:
|
|
|
|
|
|
|
|
||||||||
Interest expense, net of capitalized interest
|
(13,636
|
)
|
|
(19,674
|
)
|
|
(43,464
|
)
|
|
(50,533
|
)
|
||||
Interest income
|
708
|
|
|
9
|
|
|
975
|
|
|
19
|
|
||||
Gains on extinguishment of debt
|
—
|
|
|
50,466
|
|
|
—
|
|
|
58,863
|
|
||||
Other income
|
—
|
|
|
—
|
|
|
—
|
|
|
17,976
|
|
||||
|
(12,928
|
)
|
|
30,801
|
|
|
(42,489
|
)
|
|
26,325
|
|
||||
|
|
|
|
|
|
|
|
||||||||
(LOSS) INCOME BEFORE INCOME TAXES
|
(1,768
|
)
|
|
120,116
|
|
|
(17,021
|
)
|
|
306,837
|
|
||||
PROVISION FOR INCOME TAXES
|
2,581
|
|
|
20,611
|
|
|
6,520
|
|
|
45,814
|
|
||||
NET (LOSS) INCOME
|
$
|
(4,349
|
)
|
|
$
|
99,505
|
|
|
$
|
(23,541
|
)
|
|
$
|
261,023
|
|
|
|
|
|
|
|
|
|
||||||||
(LOSS) EARNINGS PER COMMON SHARE (NOTE 3):
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.05
|
)
|
|
$
|
1.54
|
|
|
$
|
(0.32
|
)
|
|
$
|
4.03
|
|
Diluted
|
$
|
(0.05
|
)
|
|
$
|
1.53
|
|
|
$
|
(0.32
|
)
|
|
$
|
4.02
|
|
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (NOTE 3):
|
|
|
|
|
|
|
|
||||||||
Basic
|
80,542
|
|
|
64,795
|
|
|
74,515
|
|
|
64,750
|
|
||||
Diluted
|
80,542
|
|
|
64,847
|
|
|
74,515
|
|
|
64,852
|
|
|
Three Months Ended June 30,
|
|
Nine Months Ended June 30,
|
||||||||||||
(In thousands)
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net (loss) income
|
$
|
(4,349
|
)
|
|
$
|
99,505
|
|
|
$
|
(23,541
|
)
|
|
$
|
261,023
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
||||||||
Derivative financial instruments:
|
|
|
|
|
|
|
|
||||||||
Unrealized holding (losses)/gains
|
(42
|
)
|
|
(452
|
)
|
|
960
|
|
|
(5,214
|
)
|
||||
Loss reclassified to net income
|
188
|
|
|
351
|
|
|
947
|
|
|
3,032
|
|
||||
Total other comprehensive income (loss)
|
146
|
|
|
(101
|
)
|
|
1,907
|
|
|
(2,182
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive (loss) income
|
$
|
(4,203
|
)
|
|
$
|
99,404
|
|
|
$
|
(21,634
|
)
|
|
$
|
258,841
|
|
(In thousands, except par value)
|
June 30,
2017 |
|
September 30,
2016 |
||||
|
(Unaudited)
|
|
|
||||
ASSETS
|
|
|
|
||||
Cash
|
$
|
474,313
|
|
|
$
|
145,427
|
|
Accounts receivable, net
|
78,140
|
|
|
113,091
|
|
||
Income tax receivable
|
2,769
|
|
|
6,095
|
|
||
Inventories of materials and supplies, net
|
102,444
|
|
|
109,925
|
|
||
Prepaid expenses, deferred costs and other current assets
|
13,617
|
|
|
18,504
|
|
||
Total current assets
|
671,283
|
|
|
393,042
|
|
||
|
|
|
|
||||
Property and equipment, net
|
4,137,741
|
|
|
4,127,696
|
|
||
|
|
|
|
||||
Other receivables
|
11,831
|
|
|
11,831
|
|
||
Deferred income taxes
|
165
|
|
|
165
|
|
||
Deferred costs and other assets
|
7,174
|
|
|
7,058
|
|
||
Total assets
|
$
|
4,828,194
|
|
|
$
|
4,539,792
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
||||
Accounts payable
|
$
|
35,822
|
|
|
$
|
25,299
|
|
Accrued liabilities
|
11,034
|
|
|
7,868
|
|
||
Interest payable
|
13,571
|
|
|
7,096
|
|
||
Income tax payable
|
7,239
|
|
|
8,294
|
|
||
Deferred credits and other liabilities
|
8,663
|
|
|
799
|
|
||
Total current liabilities
|
76,329
|
|
|
49,356
|
|
||
|
|
|
|
||||
Long-term debt
|
1,298,136
|
|
|
1,227,919
|
|
||
Deferred income taxes
|
1,815
|
|
|
1,202
|
|
||
Deferred credits
|
12,429
|
|
|
—
|
|
||
Other
|
39,663
|
|
|
30,929
|
|
||
Total long-term liabilities
|
1,352,043
|
|
|
1,260,050
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 9)
|
|
|
|
|
|
||
|
|
|
|
||||
Preferred stock, no par value, 1,000 shares authorized, none outstanding
|
—
|
|
|
—
|
|
||
Common stock, $1.00 par value, 180,000 shares authorized with 80,544 issued (Note 10) and outstanding as of June 30, 2017 and 180,000 shares authorized and 64,799 shares issued and outstanding as of September 30, 2016
|
80,544
|
|
|
64,799
|
|
||
Paid-in capital
|
413,831
|
|
|
237,542
|
|
||
Retained earnings
|
2,905,334
|
|
|
2,929,839
|
|
||
Accumulated other comprehensive loss
|
113
|
|
|
(1,794
|
)
|
||
Total shareholders' equity
|
3,399,822
|
|
|
3,230,386
|
|
||
Total liabilities and shareholders' equity
|
$
|
4,828,194
|
|
|
$
|
4,539,792
|
|
|
Common Stock
|
|
Paid-in
|
|
Retained
|
|
Accumulated
Other
Comprehensive
|
|
Total
Stockholders’
|
|||||||||||||
(In thousands)
|
Shares
|
|
Amount
|
|
Capital
|
|
Earnings
|
|
Income (Loss)
|
|
Equity
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
September 30, 2016
|
64,799
|
|
|
$
|
64,799
|
|
|
$
|
237,542
|
|
|
$
|
2,929,839
|
|
|
$
|
(1,794
|
)
|
|
$
|
3,230,386
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(23,541
|
)
|
|
—
|
|
|
(23,541
|
)
|
|||||
Cumulative effect of accounting change (Note 1)
|
—
|
|
|
—
|
|
|
964
|
|
|
(964
|
)
|
|
—
|
|
|
—
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,907
|
|
|
1,907
|
|
|||||
Vesting of restricted stock and performance unit awards
|
220
|
|
|
220
|
|
|
(773
|
)
|
|
—
|
|
|
—
|
|
|
(553
|
)
|
|||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
10,657
|
|
|
—
|
|
|
—
|
|
|
10,657
|
|
|||||
Common stock equity issuance
|
15,525
|
|
|
15,525
|
|
|
165,441
|
|
|
—
|
|
|
—
|
|
|
180,966
|
|
|||||
June 30, 2017
|
80,544
|
|
|
$
|
80,544
|
|
|
$
|
413,831
|
|
|
$
|
2,905,334
|
|
|
$
|
113
|
|
|
$
|
3,399,822
|
|
|
Nine Months Ended June 30,
|
||||||
(In thousands)
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net (loss) income
|
$
|
(23,541
|
)
|
|
$
|
261,023
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation
|
121,751
|
|
|
124,964
|
|
||
Amortization
|
4,357
|
|
|
2,407
|
|
||
Provision for doubtful accounts
|
2,472
|
|
|
4,619
|
|
||
Deferred income tax benefit
|
86
|
|
|
(378
|
)
|
||
Share-based compensation expense
|
10,657
|
|
|
8,224
|
|
||
Asset impairment
|
59,173
|
|
|
64,753
|
|
||
Loss (gain) on sale of assets
|
261
|
|
|
(71
|
)
|
||
Gain on extinguishment of debt
|
—
|
|
|
(58,863
|
)
|
||
Other, net
|
—
|
|
|
(1,137
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
32,479
|
|
|
121,964
|
|
||
Income tax receivable
|
3,326
|
|
|
511
|
|
||
Inventories of materials and supplies
|
(891
|
)
|
|
12,988
|
|
||
Prepaid expenses, deferred costs and other current assets
|
6,324
|
|
|
19,377
|
|
||
Deferred costs and other assets
|
(6,440
|
)
|
|
(1,019
|
)
|
||
Accounts payable
|
911
|
|
|
(33,674
|
)
|
||
Accrued liabilities
|
10,400
|
|
|
(3,274
|
)
|
||
Income tax payable
|
(1,055
|
)
|
|
(376
|
)
|
||
Deferred credits and other liabilities
|
28,558
|
|
|
(6,623
|
)
|
||
Net cash provided by operating activities
|
248,828
|
|
|
515,415
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Capital expenditures
|
(173,246
|
)
|
|
(198,248
|
)
|
||
Proceeds from sale of assets
|
2,338
|
|
|
20,813
|
|
||
Net cash used in investing activities
|
(170,908
|
)
|
|
(177,435
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from issuance of long-term debt
|
125,000
|
|
|
45,000
|
|
||
Principal payments on long-term debt
|
(55,000
|
)
|
|
(290,110
|
)
|
||
Dividends paid
|
—
|
|
|
(21,746
|
)
|
||
Payments related to exercise of stock options
|
—
|
|
|
(930
|
)
|
||
Proceeds from issuance of common stock
|
180,966
|
|
|
—
|
|
||
Windfall tax benefits from share-based payment arrangements
|
—
|
|
|
14,797
|
|
||
Net cash provided by (used in) financing activities
|
250,966
|
|
|
(252,989
|
)
|
||
Net increase in cash and cash equivalents
|
328,886
|
|
|
84,991
|
|
||
Cash and cash equivalents, at beginning of period
|
145,427
|
|
|
113,983
|
|
||
Cash and cash equivalents, at end of period
|
$
|
474,313
|
|
|
$
|
198,974
|
|
|
|
|
|
||||
Non-cash activities:
|
|
|
|
||||
Increase in accounts payable related to capital expenditures
|
$
|
9,612
|
|
|
$
|
7,902
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||
(In thousands, except per share amounts)
|
Net (Loss)
Income |
|
Shares
|
|
Per Share Amount
|
|
Net (Loss)
Income |
|
Shares
|
|
Per Share Amount
|
||||||||||
June 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic (loss) earnings per share
|
$
|
(4,349
|
)
|
|
80,542
|
|
|
$
|
(0.05
|
)
|
|
$
|
(23,541
|
)
|
|
74,515
|
|
|
$
|
(0.32
|
)
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Restricted stock and performance units
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Diluted (loss) earnings per share
|
$
|
(4,349
|
)
|
|
80,542
|
|
|
$
|
(0.05
|
)
|
|
$
|
(23,541
|
)
|
|
74,515
|
|
|
$
|
(0.32
|
)
|
June 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings per share
|
$
|
99,505
|
|
|
64,795
|
|
|
1.54
|
|
|
261,023
|
|
|
64,750
|
|
|
$
|
4.03
|
|
||
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Restricted stock and performance units
|
—
|
|
|
52
|
|
|
(0.01
|
)
|
|
—
|
|
|
102
|
|
|
(0.01
|
)
|
||||
Diluted earnings per share
|
$
|
99,505
|
|
|
64,847
|
|
|
$
|
1.53
|
|
|
$
|
261,023
|
|
|
64,852
|
|
|
$
|
4.02
|
|
(In thousands)
|
June 30,
2017 |
|
September 30,
2016 |
||||
Drilling vessels and equipment
|
$
|
3,775,450
|
|
|
$
|
3,898,686
|
|
Construction work in progress
|
1,010,092
|
|
|
857,572
|
|
||
Drill pipe
|
51,334
|
|
|
52,543
|
|
||
Office equipment and other
|
39,173
|
|
|
39,213
|
|
||
Total cost
|
4,876,049
|
|
|
4,848,014
|
|
||
Less: Accumulated depreciation
|
(738,308
|
)
|
|
(720,318
|
)
|
||
Property and equipment, net
|
$
|
4,137,741
|
|
|
$
|
4,127,696
|
|
(In thousands)
|
June 30,
2017 |
|
September 30,
2016 |
||||
6.5% Senior Notes due 2020 ("Senior Notes") aggregate principal amount
|
$
|
448,650
|
|
|
$
|
448,650
|
|
Senior Notes unamortized premium
|
2,568
|
|
|
3,245
|
|
||
Senior Notes unamortized debt issuance costs
|
(3,082
|
)
|
|
(3,976
|
)
|
||
Total Senior Notes
|
448,136
|
|
|
447,919
|
|
||
Revolving Credit Facility ("Credit Facility")
|
850,000
|
|
|
780,000
|
|
||
Total long-term debt
|
$
|
1,298,136
|
|
|
$
|
1,227,919
|
|
(In thousands)
|
Balance Sheet Classification
|
|
June 30, 2017
|
|
September 30, 2016
|
||||
Derivative assets designated as cash flow hedging instruments:
|
|
|
|
|
|
||||
Short-term interest rate swaps asset
|
Prepaid expenses, deferred costs and other current assets
|
|
$
|
113
|
|
|
$
|
—
|
|
Derivative liabilities designated as cash flow hedging instruments:
|
|
|
|
|
|
||||
Short-term interest rate swaps
|
Accrued liabilities
|
|
—
|
|
|
(1,312
|
)
|
||
Long-term interest rate swaps
|
Other long-term liabilities
|
|
—
|
|
|
(482
|
)
|
||
Total derivative contracts, net
|
|
|
$
|
113
|
|
|
$
|
(1,794
|
)
|
|
Nine Months Ended June 30,
|
||||||
(In thousands, except average service periods)
|
2017
|
|
2016
|
||||
Share-based compensation recognized
|
$
|
10,657
|
|
|
$
|
8,224
|
|
Unrecognized compensation cost, net of estimated forfeitures
|
18,298
|
|
|
18,085
|
|
||
Remaining weighted-average service period (years)
|
1.7
|
|
|
1.9
|
|
|
Number of Shares (000s)
|
|
Weighted Average Fair Value
|
|||
Unvested as of October 1, 2016
|
1,515
|
|
|
$
|
21.96
|
|
Granted
|
1,126
|
|
|
7.92
|
|
|
Vested
|
(232
|
)
|
|
38.01
|
|
|
Forfeited
|
(97
|
)
|
|
16.32
|
|
|
Unvested as of June 30, 2017
|
2,312
|
|
|
13.74
|
|
|
Number of Shares (000s)
|
|
Weighted Average Fair Value
|
|||
Unvested as of October 1, 2016
|
426
|
|
|
$
|
26.69
|
|
Granted
|
360
|
|
|
8.50
|
|
|
Vested
|
(47
|
)
|
|
53.55
|
|
|
Forfeited
|
(61
|
)
|
|
24.87
|
|
|
Unvested as of June 30, 2017
|
678
|
|
|
15.31
|
|
|
Number of
Options (000s) |
|
Weighted
Average Exercise Price |
|
Weighted
Average Remaining Contractual Life (Years) |
|
Aggregate
Intrinsic Value (000s) |
||||||
Outstanding as of October 1, 2016
|
617
|
|
|
$
|
35.47
|
|
|
3.4
|
|
|
$
|
(16,533
|
)
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Expired
|
(68
|
)
|
|
27.18
|
|
|
—
|
|
|
(1,297
|
)
|
||
Outstanding as of June 30, 2017
|
549
|
|
|
36.50
|
|
|
3.0
|
|
|
(15,570
|
)
|
||
Exercisable as of June 30, 2017
|
549
|
|
|
36.50
|
|
|
3.0
|
|
|
(15,570
|
)
|
•
|
Operating revenues totaling
$117 million
and
$442 million
on
337
and
984
operating days for the
three and nine months ended
June 30, 2017
, respectively, as compared to operating revenues of
$228 million
and
$832 million
on
778
and
1,570
operating days for the
three and nine months ended
June 30, 2016
, respectively;
|
•
|
Net loss of
$4 million
and
$24 million
for the
three and nine months ended
June 30, 2017
, respectively, as compared to net income of
$100 million
and
$261 million
for the
three and nine months ended
June 30, 2016
, respectively;
|
•
|
Capital expenditures of
$173 million
for the
nine months ended
June 30, 2017
, as compared to capital expenditures of
$198 million
for the
nine months ended
June 30, 2016
; and
|
•
|
Increase in cash on hand of
$329 million
for the
nine months ended
June 30, 2017
to
$474 million
.
|
Contract Drilling Revenue Backlog
1
|
Remaining Fiscal 2017
|
|
Fiscal 2018
|
|
Fiscal 2019
|
|
Fiscal 2020
|
|
Fiscal 2021
|
|
Total
|
||||||||||||
(In millions)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Ultra-deepwater
2
|
$
|
104
|
|
|
$
|
110
|
|
|
$
|
64
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
278
|
|
Jackups
|
5
|
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15
|
|
||||||
Total
|
$
|
109
|
|
|
$
|
120
|
|
|
$
|
64
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
293
|
|
Percentage of Available Operating Days Committed
1
|
Remaining Fiscal 2017
|
|
Fiscal 2018
|
|
Fiscal 2019
|
|
Fiscal 2020
|
|
Fiscal 2021
|
|||||
Ultra-deepwater
2
|
83
|
%
|
|
33
|
%
|
|
14
|
%
|
|
—
|
%
|
|
—
|
%
|
Jackups
|
20
|
%
|
|
11
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
Total
|
43
|
%
|
|
21
|
%
|
|
6
|
%
|
|
—
|
%
|
|
—
|
%
|
|
REVENUES
|
||||||||||||||||||||||
|
Three Months Ended June 30,
|
Nine Months Ended June 30,
|
|||||||||||||||||||||
(In millions)
|
2017
|
|
2016
|
|
Variance
|
|
2017
|
|
2016
|
|
Variance
|
||||||||||||
Ultra-Deepwater
|
$
|
109
|
|
|
$
|
182
|
|
|
$
|
(73
|
)
|
|
$
|
419
|
|
|
$
|
553
|
|
|
$
|
(134
|
)
|
Deepwater
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
131
|
|
|
(131
|
)
|
||||||
Jackups
|
3
|
|
|
36
|
|
|
(33
|
)
|
|
5
|
|
|
111
|
|
|
(106
|
)
|
||||||
Reimbursable
|
5
|
|
|
10
|
|
|
(5
|
)
|
|
18
|
|
|
37
|
|
|
(19
|
)
|
||||||
|
$
|
117
|
|
|
$
|
228
|
|
|
$
|
(111
|
)
|
|
$
|
442
|
|
|
$
|
832
|
|
|
$
|
(390
|
)
|
|
CONTRACT DRILLING COSTS
|
||||||||||||||||||||||
|
Three Months Ended June 30,
|
|
Nine Months Ended June 30,
|
||||||||||||||||||||
(In millions)
|
2017
|
|
2016
|
|
Variance
|
|
2017
|
|
2016
|
|
Variance
|
||||||||||||
Ultra-Deepwater
|
$
|
43
|
|
|
$
|
54
|
|
|
$
|
(11
|
)
|
|
$
|
146
|
|
|
$
|
168
|
|
|
$
|
(22
|
)
|
Deepwater
|
—
|
|
|
10
|
|
|
(10
|
)
|
|
1
|
|
|
71
|
|
|
(70
|
)
|
||||||
Jackups
|
7
|
|
|
16
|
|
|
(9
|
)
|
|
32
|
|
|
62
|
|
|
(30
|
)
|
||||||
Reimbursable
|
3
|
|
|
5
|
|
|
(2
|
)
|
|
15
|
|
|
23
|
|
|
(8
|
)
|
||||||
Other
|
(2
|
)
|
|
1
|
|
|
(3
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
|
$
|
51
|
|
|
$
|
86
|
|
|
$
|
(35
|
)
|
|
$
|
193
|
|
|
$
|
324
|
|
|
$
|
(131
|
)
|
|
DEPRECIATION EXPENSE
|
||||||||||||||||||||||
|
Three Months Ended June 30,
|
|
Nine Months Ended June 30,
|
||||||||||||||||||||
(In millions)
|
2017
|
|
2016
|
|
Variance
|
|
2017
|
|
2016
|
|
Variance
|
||||||||||||
Ultra-Deepwater
|
$
|
29
|
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
86
|
|
|
$
|
87
|
|
|
$
|
(1
|
)
|
Deepwater
|
—
|
|
|
2
|
|
|
(2
|
)
|
|
6
|
|
|
7
|
|
|
(1
|
)
|
||||||
Jackups
|
8
|
|
|
9
|
|
|
(1
|
)
|
|
25
|
|
|
25
|
|
|
—
|
|
||||||
Other
|
1
|
|
|
1
|
|
|
—
|
|
|
4
|
|
|
6
|
|
|
(2
|
)
|
||||||
|
$
|
38
|
|
|
$
|
41
|
|
|
$
|
(3
|
)
|
|
$
|
121
|
|
|
$
|
125
|
|
|
$
|
(4
|
)
|
|
Nine Months Ended June 30,
|
||||||
(In thousands)
|
2017
|
|
2016
|
||||
Net cash provided by operating activities
|
$
|
248,828
|
|
|
$
|
515,415
|
|
Net cash used in investing activities
|
(170,908
|
)
|
|
(177,435
|
)
|
||
Net cash provided by (used in) financing activities
|
250,966
|
|
|
(252,989
|
)
|
Commitment under Credit Facility
|
$
|
1,395
|
|
Borrowings under Credit Facility
|
850
|
|
|
Letters of Credit Outstanding
|
—
|
|
|
Availability
|
$
|
545
|
|
•
|
prices of oil and natural gas and industry expectations about future prices;
|
•
|
market conditions and level of activity in the drilling industry and the global economy in general;
|
•
|
the level of capital expenditures by our clients;
|
•
|
the termination, renegotiation, or repudiation of contracts or payment delays by our clients;
|
•
|
the operational risks involved in drilling for oil and gas;
|
•
|
the highly competitive and volatile nature of our business;
|
•
|
our ability to enter into, and the terms of, future drilling contracts, including contracts for our newbuild units, for rigs currently idled and for rigs whose contracts are expiring;
|
•
|
our ability to service our indebtedness and make payments on our rigs under construction;
|
•
|
our ability to access debt and equity capital markets, and the terms and prices that are available if we issue debt or equity securities;
|
•
|
the impact of governmental or industry regulation, both in the United States and internationally;
|
•
|
the risks of and disruptions to international operations, including political instability and the impact of terrorist acts, acts of piracy, embargoes, war or other military operations;
|
•
|
our ability to obtain and retain qualified personnel to operate our vessels;
|
•
|
unplanned downtime and repairs on our rigs;
|
•
|
timely access to spare parts, equipment and personnel to maintain and service our fleet;
|
•
|
client requirements for drilling capacity and client drilling plans;
|
•
|
the adequacy of sources of liquidity for us and for our clients;
|
•
|
changes in tax laws, treaties and regulations;
|
•
|
the risks involved in the construction, upgrade, and repair of our drilling units;
|
•
|
the possibility that the Company's or Ensco's shareholders may not provide applicable shareholder approval with respect to the Merger;
|
•
|
the possibility that the Merger Agreement may be terminated under circumstances requiring that the Company pay Ensco a termination fee in an amount equal to $30 million (less any expenses reimbursed by the Company);
|
•
|
the risk that the Merger Agreement may limit or otherwise restrict strategic or financing options available to the Company;
|
•
|
the possibility that the pendency of the Merger may adversely affect the business of the Company;
|
•
|
the risk that the Company and Ensco will not be integrated successfully;
|
•
|
the possibility that the proposed Merger does not close, including due to failure to satisfy the closing conditions;
|
•
|
the risk that unexpected costs will be incurred in connection with the proposed Merger;
|
•
|
the possibility that the expected synergies and value creation from the proposed Merger will not be realized or will not be realized within the expected time period; and
|
•
|
such other risks discussed in “Risk Factors” in our annual report on Form 10-K for the year ended September 30, 2016 and this Form 10-Q and in our other reports filed with the Securities and Exchange Commission, or SEC.
|
(a)
|
Evaluation of Disclosure Controls and Procedures
|
(b)
|
Change in Internal Control over Financial Reporting
|
•
|
certain damages for which the parties may be liable to one another under the terms and conditions of the Merger Agreement;
|
•
|
negative reactions from the financial markets, including declines in the price of our common stock due to the fact that current prices may reflect a market assumption that the Merger will be completed;
|
•
|
certain significant costs relating to the Merger, including, in certain circumstances, the reimbursement by either Ensco or the Company of up to $10 million of the other party’s expenses and a termination fee payable by Ensco of $50 million and payable by the Company of $30 million, in each case less the amount of any previous expense reimbursements by each party; and
|
•
|
diverted attention of our management to the Merger rather than to our own operations and pursuit of other opportunities that could have been beneficial to us.
|
(a)
|
Exhibits
|
|
|
|
|
|
|
|
|
|
ATWOOD OCEANICS, INC.
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
Date:
|
August 3, 2017
|
|
|
/
S
/ MARK W. SMITH
|
|
|
|
|
Mark W. Smith
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
1 Year Atwood Oceanics Chart |
1 Month Atwood Oceanics Chart |
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