M
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D. C. 20549
Form 10-K
ANNUAL REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR FISCAL YEAR ENDED SEPTEMBER 30, 2004
COMMISSION FILE NUMBER 1-13167
ATWOOD OCEANICS, INC.
(Exact name of registrant as specified in its charter)
TEXAS 74-1611874
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
15835 Park Ten Place Drive (Zip Code)
Houston, Texas 77084
(Address of principal executive offices)
Registrant's telephone number, including area code:
281-749-7800
Securities registered New York Stock Exchange
pursuant to Section (Name of exchange on which registered)
12(b) of the Act:
Common Stock, $1 par value
(Title of Class)
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 filings
requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation in S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definite proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ ].
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12.b-2). Yes [X] No [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrants as of December 10, 2004 is $745,872,124
The number of shares outstanding of the issuer's class of Common Stock,
$1 par value, as of December 10, 2004: 15,098,626.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Annual Report to Shareholders for the fiscal year ended September 30, 2004 -
Referenced in Parts I, II and IV of this report.
(2) Proxy Statement for Annual Meeting of Shareholders to be held February 10,
2005 - Referenced in Part III of this report.
1
PART I
ITEM 1. BUSINESS
Atwood Oceanics, Inc. (which together with its subsidiaries is identified
as the "Company," "we" or "our," unless the context requires otherwise) is
engaged in the international offshore drilling and completion of exploratory and
developmental oil and gas wells and related support, management and consulting
services. We are headquartered in Houston, Texas, USA. We were organized in 1968
and commenced operations in 1970.
During our 36 year history, the majority of our drilling units have
operated outside of U.S. waters, and we have conducted drilling operations in
most of the major offshore exploration areas of the world. Our current worldwide
operations revolve around eight premium offshore mobile drilling units located
in four regions - Southeast Asia, Australia, the Mediterranean Sea and the U.S.
Gulf of Mexico. Approximately 94%, 94%, and 95% of our contract revenues were
derived from foreign operations in fiscal years 2004, 2003 and 2002,
respectively. The submersible RICHMOND is our only drilling unit currently
working in U.S. waters. We support our operations from our Houston headquarters
and offices located in Australia, Malaysia, Egypt, Indonesia, Singapore and the
United Kingdom. We expect to commence active operations off the coasts of
Vietnam, Japan and Myanmar during the second quarter of fiscal year 2005. For
information relating to the contract revenues, operating income and identifiable
assets attributable to specific geographic areas of operations, see Note 13 of
Notes to Consolidated Financial Statements contained in our Annual Report to
Shareholders for fiscal year 2004, incorporated by reference herein.
The following table presents our wholly-owned and operating rig fleet as of
December 10, 2004:
Water Depth
Rig Name Rig Type Upgraded Rating (feet)
----------- --------------- --------- -------------
ATWOOD EAGLE Semisubmersible 2000/2002 5,000
ATWOOD HUNTER Semisubmersible 1997/2001 5,000
ATWOOD FALCON Semisubmersible 1998 3,700
ATWOOD SOUTHERN CROSS Semisubmersible 1997 2,000
SEAHAWK Semisubmersible 1992/1999 600
Tender Assist
ATWOOD BEACON Jack-up 2003(1) 400(2)
VICKSBURG Jack-up 1998 300
RICHMOND Submersible 2000/2002 70
(1) The ATWOOD BEACON was constructed in 2003.
(2) On July 25, 2004, all three of the ATWOOD BEACON'S legs and its
derrick were damaged while the rig was being positioned. After initial
repairs to the ATWOOD BEACON are completed, it will have a leg length
of 489 feet, giving it a nominal water depth rating of 350 feet. That
water depth rating is sufficient for the wells we plan for it to drill
in the period soon after repairs are completed. During an appropriate
period between future contracts, we plan to increase the leg length to
517, giving it a nominal water depth rating of 400 feet, as per the
original design.
We also own a semisubmersible hull, the SEASCOUT, which is a candidate for
a future conversion to a tender-assist unit once an acceptable contract is
identified. In addition to the owned drilling units, we also manage the
maintenance and operations of two operator-owned platform rigs offshore
Northwest Australia. There is currently a planned break in drilling activity for
these two operator-owned rigs. We continue, however, to provide maintenance of
these two rigs for future drilling programs.
We update and upgrade our fleet and strive to maintain premium, modern
equipment. In fiscal year 1997, we commenced an internal upgrade program of all
of our active drilling units. Our upgrade program was concluded with the
completion of the upgrade of the ATWOOD EAGLE in November 2002. Collectively, we
invested $340 million in upgrading seven offshore mobile drilling units. In
August 2003, our eighth drilling unit, the ATWOOD BEACON, an ultra-premium,
jack-up rig, commenced its initial drilling contract following completion of its
construction and commissioning in early August 2003. This drilling unit was
constructed on time and on budget at a cost of approximately $120 million. The
rig is currently under repair for damage sustained while positioning for a well
offshore Indonesia.
After incurring our first loss in ten years in fiscal year 2003, we
returned to profitability in fiscal year 2004. Of our eight active drilling
2
units, seven have current drilling commitments. The eighth unit, the ATWOOD
BEACON, is currently in a shipyard in Singapore being repaired from the damages
it incurred in July 2004 while it was being positioned. The ATWOOD BEACON is
insured with a $1 million deductible and has loss of hire insurance coverage of
$70,000 per day up to 180 days following a 30-day waiting period. The ATWOOD
BEACON has been awarded a contract in Vietnam which is to commence between
January 15 and April 15, 2005. Based on our current schedule of repairs, we
believe the rig will be ready to begin operations under the contract by the end
of January 2005, with our loss of hire coverage not scheduled to expire until
the end of February 2005. We will continue our emphasis on maintaining high
utilization of our drilling equipment throughout industry cycles. We had a 93%
equipment utilization rate in fiscal year 2004 and have averaged approximately
90% utilization over the last ten years.
At the beginning of fiscal year 2004, worldwide utilization of offshore
drilling units was less that 80%. Today, worldwide utilization is approximately
85%, with semisubmersibles continuing to be the weakest sector of the drilling
market with current utilization of approximately 84% compared to current jack-up
utilization of approximately 90%. Despite continuing geopolitical uncertainties
in Iraq, Venezuela, Nigeria as well as other areas of the world, we expect
increasing world energy demand. The oil and gas industry will play a major part
in meeting this increasing demand. At the current level of worldwide utilization
of offshore drilling units, we anticipate that oil and gas companies will be
unable to provide crude oil and natural gas to consumers in sufficient
quantities in order to keep oil and natural gas prices near the averages of the
last decade. We believe that based on the current gap between crude oil demand
and the world's current supply potential, a significant drilling campaign will
be required to increase the world's crude oil and natural gas supply capacity.
Thus, we expect continued improvement in worldwide offshore drilling activities
during fiscal year 2005; however, a major slow down in world economic activity
could negatively impact this expectation.
OFFSHORE DRILLING EQUIPMENT
In addition to our owned and operating rigs described above, we also own
one semisubmersible hull suitable for conversion to a tender assist vessel at a
future date and manage two modern, self-contained platform rigs, giving us a
total diversified fleet of owned or managed drilling rigs of eleven rigs.
Each type of drilling rig is uniquely designed for different purposes and
applications, for operations in different water depths, bottom conditions,
environments and geographical areas, and for different drilling and operating
requirements. The following descriptions of the various types of drilling rigs
we own or managed illustrate the diversified range of applications of our rig
fleet.
Semisubmersible Rigs. Each semisubmersible drilling unit has two hulls, the
lower of which is capable of being flooded. Drilling equipment is mounted on the
main hull. After the drilling unit is towed to location, the lower hull is
flooded, lowering the entire drilling unit to its operating draft, and the
drilling unit is anchored in place. On completion of operations, the lower hull
is deballasted, raising the entire drilling unit to its towing draft. This type
of drilling unit is designed to operate in greater water depths than a jack-up
and in more severe sea conditions than other types of drilling units.
Semisubmersible units are generally more expensive to operate than jack-up rigs
and are often limited in the amount of supplies that can be stored on board.
Semisubmersible Tender-Assist Rigs. Semisubmersible tender assist vessels
operate like a semisubmersible except that their drilling equipment is
temporarily installed on permanently constructed offshore support platforms. The
semisubmersible vessel provides crew accommodations, storage facilities and
other support for drilling operations.
Jack-up Rigs. A jack-up drilling unit contains all of the drilling
equipment on a single hull designed to be towed to the well site. Once on
location, legs are lowered to the sea floor and the unit is raised out of the
water by jacking the hull up the legs. On completion of the well, the unit is
jacked down, and towed to the next location. A jack-up drilling unit can operate
in more severe sea and weather conditions than a drillship and is less expensive
to operate than a semisubmersible. However, because it must rest on the sea
floor, a jack-up cannot operate in water as deep as that in which a
semisubmersible unit can operate. A jack-up rig is a bottom supported unit.
Submersible Drilling Rigs. The submersible drilling rig we own has two
hulls, the lower being a mat, which is capable of being flooded. Drilling
equipment and crew accommodations are located on the main hull. After the
drilling unit is towed to its location, the lower hull is flooded, lowering the
entire unit to its operating draft at which it rests on the sea floor. On
completion of operations, the lower hull is deballasted, raising the entire unit
to its towing draft. This type of drilling unit is designed to operate in
shallow water depths ranging from 9 to 70 feet and can operate in moderately
severe sea conditions. Although drilling units of this type are less expensive
to operate, like the jack-up rig, they cannot operate in water as deep as that
in which a semisubmersible unit can operate. A submersible drilling rig is a
bottom supported unit.
3
Modular Platform Rigs. A modular platform rig is similar to a land rig in
its basic components. Modular platform rigs are temporarily installed on
permanently constructed offshore support platforms in order to perform the
drilling operations. After the drilling phase is completed, the modular rig is
broken down into convenient packages and moved by workboats. A platform rig
usually stays at a location for several months, if not years, since several
wells are typically drilled from a support platform.
DRILLING CONTRACTS
The contracts under which we operate our vessels are obtained either
through individual negotiation with the customer or by submitting proposals in
competition with other contractors and vary in their terms and conditions. The
initial term of contracts for our owned and/or managed vessels has ranged from
the length of time necessary to drill one well to several years and is generally
subject to early termination in the event of a total loss of the drilling
vessel, a force majeure event, excessive equipment breakdown or failure to meet
minimum performance criteria. It is not unusual for contracts to contain renewal
provisions at the option of the customer.
The rate of compensation specified in each contract depends on the nature
of the operation to be performed, the duration of the work, the amount and type
of equipment and services provided, the geographic areas involved, market
conditions and other variables. Generally, contracts for drilling, management
and support services specify a basic rate of compensation computed on a dayrate
basis. Such agreements generally provide for a reduced dayrate payable when
operations are interrupted by equipment failure and subsequent repairs, field
moves, adverse weather conditions or other factors beyond our control. Some
contracts also provide for revision of the specified dayrates in the event of
material changes in certain items of cost. Any period during which a vessel is
not earning a full operating dayrate because of the above conditions or because
the vessel is idle and not on contract will have an adverse effect on operating
profits. An over-supply of drilling rigs in any market area can adversely affect
our ability to employ our drilling vessels. Our active rig utilization for
fiscal years 2004, 2003 and 2002 was 93%, 92% and 86%, respectively.
Of our current drilling contracts, the VICKSBURG has the only contract term
that extends beyond fiscal year 2005, with the contract term for the ATWOOD
HUNTER expected to extend to the end of fiscal year 2005. We expect options to
be exercised on the ATWOOD EAGLE, ATWOOD FALCON and ATWOOD BEACON that could
also extend these contracts through fiscal year 2005. Despite not currently
having long-term contract commitments, we expect that the RICHMOND, in the Gulf
of Mexico, and the ATWOOD SOUTHERN CROSS, in Southeast Asia, will be highly
utilized during fiscal year 2005. The SEAHAWK has commenced a short-term
drilling program in Malaysia which is expected to extend to the end of January
2005. Contract opportunities for the SEAHAWK following that contract, are being
pursued in Southeast Asia and West Africa. Prior to commencing its current
contract work, the SEAHAWK incurred approximately 15 days of idle time in late
October 2004 and early November 2004. We currently anticipate that the SEAHAWK
will incur two to four weeks additional downtime for certain maintenance and
repairs in the second fiscal quarter of 2005. The ATWOOD EAGLE and ATWOOD
SOUTHERN CROSS are also expected to incur two to four weeks of planned downtime
during fiscal year 2005. We can provide no assurance that we will not experience
additional idle time on some of our other drilling units during the remainder of
fiscal year 2005. Maintaining high equipment utilization in up, as well as down,
cycles, is a key factor in generating cash to satisfy current and future
obligations.
For long moves of drilling equipment, we attempt to obtain either a lump
sum or a dayrate as mobilization compensation for expenses incurred during the
period in transit. A surplus of certain types of units, either worldwide or in
particular operating areas, can result in our acceptance of a contract which
provides only partial or no recovery of relocation costs. Additionally, under
such a contract, we may not make any profit during the relocation of a rig. In
order to maintain equipment utilization during soft market conditions, a few of
our rigs incurred long moves during fiscal year 2003 and the first half of
fiscal year 2004. During fiscal year 2003, the ATWOOD EAGLE was moved from
Greece to Angola at a cost of $8.2 million, with only $2.7 million received in
mobilization compensation, and the ATWOOD FALCON was relocated from Australia
with mobilization costs of approximately $2 million, which approximated
mobilization compensation. During the first half of fiscal year 2004, the ATWOOD
EAGLE was moved from Angola to Australia at a cost of approximately $5 million,
with $5.5 million received in mobilization compensation, and the ATWOOD SOUTHERN
CROSS was relocated from the Mediterranean Sea to India and then to Malaysia at
a total cost of approximately $4.4 million, which approximated mobilization
compensation. We can give no assurance that we will receive full or partial
recovery of any future relocation costs.
Operation of our drilling equipment is subject to the offshore drilling
requirements of petroleum exploration companies and agencies of foreign
governments. These requirements are, in turn, subject to fluctuations in
government policies, world demand and prices for petroleum products, proved
reserves in relation to such demand and the extent to which such demand can be
met from onshore sources.
4
We also contract to provide various types of services to third party owners
of drilling rigs. These contracts are normally for a stated term or until
termination of operations or stages of operation at a particular facility or
location. The services may include, as in the case of contracts we have entered
into in connection with operations offshore Australia, the supply of personnel
and rig design, fabrication, installation and operation. The contracts normally
provide for reimbursement to us for all out-of-pocket expenses, plus a service
or management fee for all of the services performed. In most instances, the
amount charged for the services may be adjusted if there are changes in
conditions, scope or costs of operations. We generally obtain insurance or a
contractual indemnity from the owner for liabilities which could be incurred in
operations.
The majority of our contracts are denominated in U.S. dollars, but
occasionally a portion of a contract is payable in local currency. To the extent
there is a local currency component in a contract, we attempt to match revenue
in the local currency to operating costs such as local labor, shore base
expenses, and local taxes, if any.
INSURANCE AND RISK MANAGEMENT
Our operations are subject to the usual hazards associated with the
drilling of oil and gas wells, such as blowouts, explosions and fires. In
addition, our vessels are subject to various risks particular to our industry
which we seek to mitigate by maintaining insurance. These risks include leg
damage to jack-ups during positioning (such as that as we experienced with the
ATWOOD BEACON), capsizing, grounding, collision and damage from severe weather
conditions. Any of these risks could result in damage or destruction of drilling
rigs and oil and gas wells, personal injury and property damage, suspension of
operations or environmental damage through oil spillage or extensive,
uncontrolled fires. Therefore, in addition to general business insurance
policies, we maintain the following insurance relating to our rigs and rig
operations: hull and machinery, loss of hire, builder's risk, cargo, war risks,
protection and indemnity, and excess liability, among others.
Our operations are also subject to disruption due to terrorism. As a result
of significant losses incurred by the insurance industry due to terrorism,
offshore drilling rig accidents and other events, we have experienced increases
in premiums for certain insurance coverages. Although we believe that we are
adequately insured against normal and foreseeable risks in our operations in
accordance with industry standards, such insurance may not be adequate to
protect us against liability from all consequences of well disasters, marine
perils, extensive fire damage, damage to the environment or disruption due to
terrorism. To date, we have not experienced difficulty in obtaining insurance
coverage, although we can provide no assurance as to the future availability of
such insurance or the cost thereof. The occurrence of a significant event
against which we are not fully insured could have a material adverse effect on
our financial position.
CUSTOMERS
During fiscal year 2004, we performed operations for 21 customers. Because
of the relatively limited number of customers for which we can operate at any
given time, revenues from two different customers amounted to 10% or more of our
revenues in fiscal year 2004 as indicated below:
Customer Percentage of Revenues
---------------------------------------------------------
ExxonMobil Production Malaysia, Inc. 20%
Burullus Gas Co. 10%
Our business operations are subject to the risks associated with a business
having a limited number of customers for our products or services, and a
decrease in the drilling programs of these customers in the areas where we are
employed may adversely affect our revenues and therefore, our results of
operations and cash flows.
COMPETITION
We compete with approximately 10 other offshore drilling contractors, most
of which are substantially larger than we are and possess appreciably greater
financial and other resources. Although some business combinations among
offshore drilling companies have resulted in a decrease in the total number of
competitors, the offshore drilling industry still remains very competitive, with
no single offshore drilling contractor being dominant. Thus, there continues to
be competition in securing available offshore drilling contracts.
Price competition is generally the most important factor in the offshore
drilling industry, but the technical capability of specialized drilling
equipment and personnel at the time and place required by customers are also
important. Other competitive factors include work force experience, rig
suitability, efficiency, condition of equipment, safety performance, reputation
and customer relations. We believe that we compete favorably with respect to
these factors.
5
INDUSTRY TRENDS
The performance of the offshore drilling industry is largely determined by
basic supply and demand for available equipment. Periods of high demand and high
dayrates are often followed by periods of low demand and low dayrates. Offshore
drilling contractors can mobilize rigs from one region of the world to another
or can "cold stack" rigs, taking them out of service, in order to adjust supply
in various markets to meet demand. The market is highly cyclical and is
typically driven by general economic activity and changes in actual or
anticipated oil and gas prices. Generally, sustained high energy prices
translate into increased exploration and production spending by oil and gas
companies, which in turn results in increased drilling activity and demand for
equipment like ours.
The markets where we currently operate, offshore Southeast Asia and
offshore Australia, the Mediterranean Sea, and shallow water U.S. Gulf of
Mexico, offer the potential for higher utilization and dayrates. We expect
offshore Southeast Asia and offshore Australia to continue to improve over the
longer term based on the stronger demand for oil and gas in that region, largely
as a result of the significant growth in the region driven by China's rapidly
expanding economy. We also believe that there are attractive future
opportunities for the ATWOOD HUNTER, which is currently working in the
Mediterranean Sea, and that the improving supply and demand balance of jack-up
rigs in the U.S. Gulf of Mexico will lead to higher dayrates for our cantilever
submersible, the RICHMOND, which competes against these rigs in the shallow
waters of that area.
INTERNATIONAL OPERATIONS
The large majority of our operations are in foreign jurisdictions which we
have historically found to be more stable. We believe international operations
provide a better opportunity for attractive contracts and returns over the
longer term. Since 1970, we have operated in Southeast Asia, Australia, the Far
East, the Mediterranean Sea, the Arabian Gulf, the Red Sea, India, Papua New
Guinea, East and West Africa, Central and South America, China and the U.S. Gulf
of Mexico. Currently, only one rig is working in the U.S. Gulf of Mexico. Of our
international operations, over half are currently in Southeast Asia. We have
foreign offices in Australia, Malaysia, Indonesia, the United Kingdom, Singapore
and Egypt.
Because most of our operations are foreign, virtually all of our tax
provision for fiscal years 2004 and 2003 related to taxes in foreign
jurisdictions. Due to operating losses in certain foreign jurisdictions with low
or zero effective tax rates, our consolidated effective tax rate for fiscal year
2004 exceeded the U.S. statutory rate and our consolidated effective tax rate
for fiscal year 2003 significantly exceeded the U.S. statutory rate. In some
instances, our tax rate is based on revenues rather than taxable earnings. To
the extent our revenues increase, our effective tax rate should decrease. We
have reorganized our foreign operations to improve management and tax
efficiencies, which contributed to our lower effective tax rate for fiscal year
2004 and which we expect to lower our effective tax rate in the future.
EMPLOYEES
We currently employ approximately 1,100 persons in our domestic and foreign
operations. In connection with our foreign drilling operations, we are often
required by the host country to hire substantial portions of our work force in
that country and, in some cases, these employees are represented by foreign
unions. To date, we have experienced little difficulty in complying with such
requirements, and our drilling operations have not been significantly
interrupted by strikes or work stoppages.
ENVIRONMENTAL REGULATION
The transition zone and shallow water areas of the U.S. Gulf of Mexico are
ecologically sensitive. Environmental issues have led to higher drilling costs,
a more difficult and lengthy well permitting process and, in general, have
adversely affected decisions of oil and gas companies to drill in these areas.
In the U.S., regulations applicable to our operations include regulations
controlling the discharge of materials into the environment, requiring removal
and cleanup of materials that may harm the environment or otherwise relating to
the protection of the environment. For example, as an operator of a mobile
offshore drilling unit in navigable U.S. waters and some offshore areas, we may
be liable for damages and costs incurred in connection with oil spills or other
unauthorized discharges of chemicals or wastes resulting from or related to
those operations. Laws and regulations protecting the environment have become
more stringent, and may in some cases impose strict liability, rendering a
person liable for environmental damage without regard to negligence or fault on
the part of such person. Some of these laws and regulations may expose us to
liability for the conduct of or conditions caused by others or for acts which
were in compliance with all applicable laws at the time they were performed. The
application of these requirements or the adoption of new requirements could have
a material adverse effect on our financial position, results of operations or
cash flows.
6
The U.S. Federal Water Pollution Control Act of 1972, commonly referred to
as the Clean Water Act, prohibits the discharge of specified substances into the
navigable waters of the Unites States without a permit. The regulations
implementing the Clean Water Act require permits to be obtained by an operator
before specified exploration activities occur. Offshore facilities must also
prepare plans addressing spill prevention control and countermeasures.
Violations of monitoring, reporting and permitting requirements can result in
the imposition of civil and criminal penalties.
The U.S. Oil Pollution Act of 1990, or OPA, and related regulations impose
a variety of requirement on "responsible parties" related to the prevention of
oils spills and liability for damages resulting from such spills. Few defenses
exist to the liability imposed by OPA, and the liability could be substantial.
Failure to comply with ongoing requirements or inadequate cooperation in the
event of a spill could subject a responsible party to civil or criminal
enforcement action. We have taken all steps necessary to comply with this law,
and have received a Certificate of Financial Responsibility (Water Pollution)
from the U.S. Coast Guard. Our operations in U.S. waters are also subject to
various other environmental regulations regarding pollution, and we have taken
steps to ensure compliance with these regulations.
The U.S. Outer Continental Shelf Lands Act authorizes regulations relating
to safety and environmental protection applicable to lessees and permittees
operating on the outer continental shelf. Included amon these are regulations
that require the preparation of spill contingency plans and establish air
quality standards for certain pollutants, including particulate matter, volatile
organic compounds, sulfur dioxide, carbon monoxide and nitrogen oxides. Specific
design and operational standards may apply to outer continental shelf vessels,
rigs, platforms, vehicles and structures. Violations of lease conditions or
regulations related to the environment issued pursuant to the Outer Continental
Shelf Lands Act can result in substantial civil and criminal penalties, as well
as potential court injunctions curtailing operations and cancelling leases. Such
enforcement liabilities can result from either governmental or citizen
prosecution.
The U.S. Comprehensive Environmental Response, Compensation, and Liability
Act, or CERCLA, also known as the "Superfund" law, imposes liability without
regard to fault or the legality of the original conduct on some classes of
persons that are considered to have contributed to the release of a "hazardous
substance" into the environment. These persons include the owner or operator of
a facility where a release occurred and companies that disposed or arranged for
the disposal of the hazardous substances found at a particular site. Persons who
are or were responsible for releases of hazardous substances under CERCLA may be
subject to joint and several liability for the cost of cleaning up the hazardous
substances that have been released into the environment and for damages to
natural resources. It is also not uncommon for third parties to file claims for
personal injury and property damage allegedly caused by the hazardous substances
released into the environment.
OTHER GOVERNMENTAL REGULATION
Our non-U.S. contract drilling operations are subject to various laws and
regulations in countries in which we operate, including laws and regulations
relating to the importation of and operation of drilling units, currency
conversions and repatriation, oil and gas exploration and development, taxation
of offshore earnings and earnings of expatriate personnel, the use of local
employees and suppliers by foreign contractors and duties on the importation and
exportation of drilling units and other equipment. Governments in some foreign
countries have become increasingly active in regulating and controlling the
ownership of concessions and companies holding concessions, the exploration for
oil and gas and other aspects of the oil and gas industries in their countries.
In some areas of the world, this governmental activity has adversely affected
the amount of exploration and development work done by major oil and gas
companies and may continue to do so. Operations in less developed countries can
be subject to legal systems that are not as mature or predictable as those in
more developed countries, which can lead to greater uncertainty in legal matters
and proceedings.
Our worldwide operations are also subject to a variety of laws and
regulations designed to improve safety in the businesses in which we operate.
International conventions, including Safety of Life at Sea, also referred to as
SOLAS, and the Code for Construction of Mobile Offshore Drilling Units, also
referred to as the MODU CODE, generally are applicable to our offshore
operations. Historically, we have made significant capital expenditures and
incurred additional expenses to ensure that our marine rigs comply with
applicable local and international health and safety regulations. Our future
efforts to comply with these regulations and standards may increase our costs
and may affect the demand for our services by influencing energy prices or
limiting the areas in which we may drill.
Although significant capital expenditures may be required to comply with
these governmental laws and regulations, such compliance has not materially
adversely affected our earnings, cash flows or competitive position.
7
SECURITIES LITIGATION SAFE HARBOR STATEMENT
Statements included in this report which are not historical facts
(including any statements concerning plans and objectives of management for
future operations or economic performance, or assumptions related thereto) are
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. In addition, we and our representatives may from
to time to time make other oral or written statements which are also
forward-looking statements.
These forward-looking statements are made based upon management's current
plans, expectations, estimates, assumptions and beliefs concerning future events
impacting us and therefore involve a number of risks and uncertainties. We
caution that forward-looking statements are not guarantees and that actual
results could differ materially from those expressed or implied in the
forward-looking statements.
Important factors that could cause our actual results of operations,
financial condition or cash flows to differ include, but are not necessarily
limited to:
o our dependence on the oil and gas industry;
o the operational risks involved in drilling for oil and gas;
o changes in rig utilization and dayrates in response to the
level of activity in the oil and gas industry, which is
significantly affected by indications and expectations
regarding the level and volatility of oil and gas prices,
which in turn are affected by such things as political,
economic and weather conditions affecting or potentially
affecting regional or worldwide demand for oil and gas,
actions or anticipated actions by OPEC, inventory levels,
deliverability constraints, and future market activity;
o the extent to which customers and potential customers continue
to pursue deepwater drilling;
o exploration success or lack of exploration success by our
customers and potential customers;
o the highly competitive and cyclical nature of our business,
with periods of low demand and excess rig availability;
o the impact of the war with Iraq or other military operations,
terrorist acts or embargoes elsewhere;
o our ability to enter into and the terms of future drilling
contracts;
o the availability of qualified personnel;
o our failure to retain the business of one or more significant
customers;
o the termination or renegotiation of contracts by customers;
o the availability of adequate insurance at a reasonable cost;
o the occurrence of an uninsured loss;
o the risks of international operations, including possible
economic, political, social or monetary instability, and
compliance with foreign laws;
o the effect SARS or other public health concerns could have on
our international operations and financial results;
o compliance with or breach of environmental laws;
o the incurrence of secured debt or additional unsecured
indebtedness or other obligations by us or our subsidiaries;
o the adequacy of sources of liquidity;
8
o currently unknown rig repair needs and/or additional
opportunities to accelerate planned maintenance expenditures
due to presently unanticipated rig downtime;
o higher than anticipated accruals for performance-based
compensation due to better than anticipated performance by us,
higher than anticipated severance expenses due to
unanticipated employee terminations, higher than anticipated
legal and accounting fees due to unanticipated financing or
other corporate transactions, and other factors that could
increase general and administrative expenses;
o the actions of our competitors in the offshore drilling
industry, which could significantly influence rig dayrates and
utilization;
o changes in the geographic areas in which our customers plan to
operate, which in turn could change our expected effective
tax rate;
o changes in oil and gas drilling technology or in our
competitors' drilling rig fleets that could make our drilling
rigs less competitive or require major capital investments to
keep them competitive;
o rig availability;
o the effects and uncertainties of legal and administrative
proceedings and other contingencies;
o the impact of governmental laws and regulations and the
uncertainties involved in their administration, particularly
in some foreign jurisdictions;
o changes in accepted interpretations of accounting guidelines
and other accounting pronouncements and tax laws;
o the risks involved in the construction, upgrade, and repair of
our drilling units; and
o such other factors as may be discussed in our other reports
filed with the Securities and Exchange Commission, or SEC.
These factors are not necessarily all of the important factors that could
cause actual results to differ materially from those expressed in any of our
forward-looking statements. Other unknown or unpredictable factors could also
have material adverse effects on future results. The words "believe," "impact,"
"intend," "estimate," "anticipate," "plan" and similar expressions identify
forward-looking statements. These forward-looking statements are found at
various places throughout the Management's Discussion and Analysis incorporated
by reference to our Annual Report to Shareholders for fiscal year 2004 in Part
II and elsewhere in this report. When considering any forward-looking statement,
you should also keep in mind the risk factors described in other reports or
filings we make with the SEC from time to time. Undue reliance should not be
placed on these forward-looking statements, which are applicable only on the
date hereof. Neither we nor our representatives have a general obligation to
revise or update these forward-looking statements to reflect events or
circumstances that arise after the date hereof or to reflect the occurrence of
unanticipated events.
COMPANY INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
internet at the SEC's web site at http://www.sec.gov. Our website address is
www.atwd.com. We make available free of charge on or through our website our
annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports
on Form 8-K, and amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable
after we electronically file such material with, or furnish it to, the SEC. We
have adopted a code of ethics applicable to our chief executive officer and our
senior financial officers which is also available on our website. We intend to
satisfy the disclosure requirement regarding any changes in or waivers from our
code of ethics by posting such information on our website or by filing a Form
8-K for such event. Unless stated otherwise, information on our website is not
incorporated by reference into this report or made a part hereof for any
purpose. You may also read and copy any document we file at the SEC's Public
Reference Room at 450 Fifth Street, NW, Washington, DC 20549. Please call the
9
SEC at 1-800-SEC-0330 for further information on the public reference rooms and
copy charges.
ITEM 2. PROPERTIES
Information regarding the location and general character of our
principal assets may be found in the table with the caption heading "Offshore
Drilling Operations" in the Company's Annual Report to Shareholders for fiscal
year 2004, which is incorporated by reference herein.
Collectively since fiscal year 1997, we expended $340 million in
upgrading seven offshore mobile drilling units. The timing and costs of the
various upgrades are as follows:
YEAR UPGRADE
DRILLING UNITS COMPLETED COST OF UPGRADE
-------------------------- ---------------- ------------------
(In Millions)
ATWOOD HUNTER (PHASE I) 1997 $ 40
ATWOOD SOUTHERN CROSS 1997 35
ATWOOD FALCON 1998 45
VICKSBURG 1998 35
SEAHAWK 1999 22
ATWOOD EAGLE (PHASE I) 2000 8
RICHMOND 2000 7
ATWOOD HUNTER (PHASE II) 2001 58
ATWOOD EAGLE (PHASE II) 2002 90
---
$340
====
Besides the above upgrades, in 2000 we acquired a semisubmersible hull,
SEASCOUT, for $4.5 million. Subsequently, we have expended an additional $4.3
million in engineering, equipment removal and other costs associated with
preparing the SEASCOUT for a future upgrade to a tender-assist vessel when an
acceptable tender contract opportunity has been identified. In August 2003, our
eighth active drilling unit, the newbuild ultra-premium jack-up, ATWOOD BEACON,
commenced its initial drilling contract following completion of construction and
commissioning. This drilling unit was constructed at a cost of approximately
$120 million. On July 25, 2004, all three of the ATWOOD BEACON'S legs and its
derrick were damaged while the rig was being positioned. The rigs and its legs
were transported to the builder's shipyard in Singapore for inspection and
repairs. Presently, we expect repairs to be completed in January 2005. For more
information concerning these costs, see Note 3 in Consolidated Financial
Statements contained in our Annual Report to Shareholders for fiscal year 2004,
incorporated by reference herein.
ITEM 3. LEGAL PROCEEDINGS
We are party to a number of lawsuits which are ordinary, routine litigation
incidental to our business, the outcome of which, individually, or in the
aggregate, is not expected to have a material adverse effect on our financial
condition, results of operations or cash flows.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
During the fourth quarter of fiscal year 2004, no matters were submitted to
a vote of shareholders through the solicitation of proxies or otherwise.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND
RELATED SHAREHOLDER MATTERS
As of December 10, 2004, there were over 750 beneficial owners of our
common stock. Our common stock is traded on the New York Stock Exchange.
We did not pay cash dividends in fiscal years 2003 or 2004 and we do not
anticipate paying cash dividends in the foreseeable future because of the
capital-intensive nature of our business. To enable us to maintain our high
10
competitive profile in the industry, we expect to utilize cash reserves at the
appropriate time to upgrade existing equipment or to acquire additional
equipment. Our credit facility prohibits payment of cash dividends on common
stock without lender approval.
Market information concerning our common stock may be found under the
caption heading "Stock Price Information" in our Annual Report to Shareholders
for fiscal year 2004, which is incorporated by reference herein.
Equity compensation plan information required by this item may be found in
Note 6 to Consolidated Financial Statements contained in our Annual Report to
Shareholders for fiscal year 2004, which is incorporated by reference herein.
ITEM 6. SELECTED FINANCIAL DATA
Information required by this item may be found under the caption "Five Year
Financial Review" in our Annual Report to Shareholders for fiscal year 2004,
which is incorporated by reference herein.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Information required by this item may be found in our Annual Report to
Shareholders for fiscal year 2004, which is incorporated by reference herein.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information required by this item may be found under the caption
"Disclosures About Market Risk" in the Company's Annual Report to Shareholders
for fiscal year 2004, which is incorporated by reference herein.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information required by this item may be found in our Annual Report to
Shareholders for fiscal year 2004, which is incorporated by reference herein.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and
Chief Financial Officer, evaluated the effectiveness of our disclosure controls
and procedures as of the end of the period covered by this report. Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures as of the end of the period covered
by this report have been designed and are functioning effectively to provide
reasonable assurance that the information required to be disclosed by us in our
periodic SEC filings is recorded, processed, summarized and reported within the
time periods specific in the SEC's rules and forms. We believe that a controls
system, no matter how well designed and operated, cannot provide absolute
assurance that the objectives of the controls system are met, and no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within a company have been detected.
(b) Change in Internal Control over Financial Reporting
No change in our internal control over financial reporting occurred during
the fiscal quarter covered by this report that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.
ITEM 9B. OTHER INFORMATION
None.
11
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
This information is incorporated by reference from our definitive Proxy
Statement for the Annual Meeting of Shareholders to be held February 10, 2005,
to be filed with the SEC not later than 120 days after the end of the fiscal
year covered by this Form 10-K.
ITEM 11. EXECUTIVE COMPENSATION
This information is incorporated by reference from our definitive Proxy
Statement for the Annual Meeting of Shareholders to be held February 10, 2005,
to be filed with the SEC not later than 120 days after the end of the fiscal
year covered by this Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
This information is incorporated by reference from our definitive Proxy
Statement for the Annual Meeting of Shareholders to be held February 10, 2005,
to be filed with the SEC not later than 120 days after the end of the fiscal
year covered by this Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This information is incorporated by reference from our definitive Proxy
Statement for the Annual Meeting of Shareholders to be held February 10, 2005,
to be filed with the SEC not later than 120 days after the end of the fiscal
year covered by this Form 10-K.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
This information is incorporated by reference from our definitive Proxy
Statement for the Annual Meeting of Shareholders to be held February 10, 2005,
to be filed with the SEC not later than 120 days after the end of the fiscal
year covered by this Form 10-K.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K
(a) FINANCIAL STATEMENTS AND EXHIBITS
1. FINANCIAL STATEMENTS
The following financial statements, together with the report of
PricewaterhouseCoopers LLP dated December , 2004 appearing in our Annual Report
to Shareholders for fiscal year 2004, are incorporated by reference herein:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of September 30, 2004 and 2003
Consolidated Statements of Operations for each of the three
years in the period ended September 30, 2004
Consolidated Statements of Cash Flows for each of the three
years in the period ended September 30, 2004
Consolidated Statements of Changes in Shareholders' Equity for
each of the three years in the period ended September 30, 2004
Notes to Consolidated Financial Statements
12
2. EXHIBITS
See the "EXHIBIT INDEX" for a listing of all of the Exhibits
filed as part of this report.
The management contracts and compensatory plans or
arrangements required to be filed as exhibits to this report
are as follows:
Rights Agreement dated effective October 18, 2002 between the
Company and Continental Stock Transfer & Trust Company - See
Exhibit 4.1 hereof.
Atwood Oceanics, Inc. 1990 Stock Option Plan - See
Exhibit 10.1.1 hereof.
Form of Atwood Oceanics, Inc. Stock Option Agreement
(1990 Stock Option Plan) - See Exhibit 10.1.2 hereof.
Amendment No. 1 to the Atwood Oceanics, Inc. 1990 Stock
Option Plan - See Exhibit 10.1.3 hereof.
Form of Amendment No. 1 to the Atwood Oceanics, Inc. Stock
Option Agreement (1990 Stock Option Plan) - See Exhibit
10.1.4 hereof.
Atwood Oceanics, Inc. 1996 Incentive Equity Plan -
See Exhibit 10.3.1 hereof.
Form of Atwood Oceanics, Inc. Stock Option Agreement
(1996 Incentive Equity Plan) - See Exhibit 10.3.2 hereof.
Amendment No. 1 to Atwood Oceanics, Inc. 1996 Incentive
Equity Plan - See Exhibit 10.3.3 hereof.
Form of Amendment No. 1 to the Atwood Oceanics, Inc. Stock
Option Agreement (1996 Incentive Equity Plan) - See
Exhibit 10.3.4 hereof.
Amendment No. 2 to Atwood Oceanics, Inc. 1996 Incentive
Equity Plan - See Exhibit 10.3.5 hereof.
Atwood Oceanics, Inc. 2001 Stock Incentive Plan - See
Exhibit 10.3.6 hereof.
Atwood Oceanics, Inc. Retention Plan for Certain Salaried
Employees dated effective as of January 1, 2004 - See Exhibit
10.4.1 hereof.
Atwood Oceanics, Inc. Retention Plan for Certain Salaried
Employees dated effective as of January 1, 2005 - See Exhibit
10.4.2 hereof.
Executive Agreement dated as of September 18, 2002 between the
Company and John R. Irwin - See Exhibit 10.5.1 hereof.
Executive Agreement dated as of September 18, 2002 between the
Company and James M. Holland - See Exhibit 10.5.2 hereof.
Executive Agreement dated as of September 18, 2002 between the
Company and Glen P. Kelley - See Exhibit 10.5.3 hereof.
(b) REPORTS ON FORM 8-K
On July 13, 2004, we furnished a report on Form 8-K announcing that
Conoco exercised three remaining options and added one more well to the
ATWOOD BEACON drilling program and that the ATWOOD EAGLE has two
remaining wells for BHP.
On July 26, 2004, we filed a report on Form 8-K announcing that the
ATWOOD BEACON incurred unexpected leg penetration on two of its legs
while positioning for its next well in Indonesia.
13
On July 29, 2004, we furnished a report on Form 8-K announcing our
earnings for the quarter ended June 30, 2004, that the ATWOOD SOUTHERN
CROSS was awarded a contract by Daewoo International Corporation for
two firm wells plus one option well offshore Myanmar, that the ATWOOD
BEACON incurred damage to all three legs and the derrick from its July
25, 2004 incident and that the ATWOOD EAGLE was drilling its fifth well
for BHP Billiton Petroleum.
On August 4, 2004, we furnished a report on Form 8-K announcing that
the ATWOOD SOUTHERN CROSS had its second of four option wells exercised
by Murphy Sarawak Oil Company, Ltd. and that the ATWOOD FALCON had the
first of its three option wells exercised by Sarawak Shell Berhad.
On August 12, 2004, we furnished a report on Form 8-K announcing that
the ATWOOD BEACON drilling unit was transported to the builder's
shipyard in Singapore for inspection with the Company beginning the
process of recovering its legs.
On September 1, 2004, we furnished a report on Form 8-K announcing that
one of the ATWOOD BEACON'S three legs had been recovered and was being
transported to the builder's shipyard and that the ATWOOD BEACON had
been awarded a contract for a drilling program in Vietnam.
On September 22, 2004, we filed a report on Form 8-K announcing that
all three of the legs on the ATWOOD BEACON had been recovered and
transported to the builder's shipyard in Singapore for repairs, with
the ATWOOD BEACON expected to be ready to begin operating in Vietnam by
the end of January 2005.
14
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.
ATWOOD OCEANICS, INC.
/S/ JOHN R. IRWIN
JOHN R. IRWIN, President and Chief Executive Officer
DATE: December 10, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/S/ JAMES. M. HOLLAND /S/ JOHN R. IRWIN
--------------------- -----------------
JAMES M. HOLLAND JOHN R. IRWIN
Senior Vice President and President, Chief Executive
Chief Financial Officer Officer and Director
(Principal Financial and Accounting Officer) (Principal Executive Officer)
Date: December 10, 2004 Date: December 10, 2004
/S/ ROBERT W. BURGESS /S/ GEORGE S. DOTSON
--------------------- --------------------
ROBERT W. BURGESS GEORGE S. DOTSON
Director Director
Date: December 10, 2004 Date: December 10, 2004
/S/ HANS HELMERICH /S/ WILLIAM J. MORRISSEY
------------------ ------------------------
HANS HELMERICH WILLIAM J. MORRISSEY
Director Director
Date: December 10, 2004 Date: December 10, 2004
/S/ DEBORAH A. BECK
DEBORAH A. BECK
Director
DATE: December 10, 2004
15
EXHIBIT INDEX
3.1.1 Restated Articles of Incorporation dated January 25, 1972
(Incorporated herein by reference to Exhibit 3.1.1 of our Form
10-K for the year ended September 30, 2002).
3.1.2 Articles of Amendment dated March 28, 1975 (Incorporated herein
by reference to Exhibit 3.1.2 of our Form 10-K for the year
ended September 30, 2002).
3.1.3 Articles of Amendment dated March 20, 1992 (Incorporated herein by
reference to Exhibit 3.1.3 of our Form 10-K for the year
ended September 30, 2002).
3.1.4 Articles of Amendment dated November 7, 1997 (Incorporated herein
by reference to Exhibit 3.1.4 of our Form 10-K for the
year ended September 30, 2002).
3.1.5 Certificate of Designations of Series A Junior Participating Preferred
Stock of Atwood Oceanics, Inc. dated October 17, 2002 (Incorporated
herein by reference to Exhibit 3.1.5 of our Form 10-K for the year
ended September 30, 2002).
3.2 Bylaws, as amended and restated (Incorporated herein by
reference to Exhibit 3.2 of our Form 10-K for the year ended
September 30, 1993).
4.1 Rights Agreement dated effective October 18, 2002 between the Company
and Continental Stock Transfer & Trust Company (Incorporated herein by
reference to Exhibit 4.1 of our Form 8-A filed October 21, 2002.)
10.1.1 Atwood Oceanics, Inc. 1990 Stock Option Plan (Incorporated herein by
reference to Exhibit 10.2 of our Form 10-K for the year
ended September 30, 1993).
10.1.2 Form of Atwood Oceanics, Inc. Stock Option Agreement - 1990 Stock
Option Plan (Incorporated herein by reference to Exhibit 10.1.2 of our
Form 10-K for the year ended September 30, 1999).
10.1.3 Amendment No. 1 to the Atwood Oceanics, Inc. 1990 Stock Option Plan
(Incorporated herein by reference to Exhibit 10.1.3 of
our Form 10-K for the year ended September 30, 1999).
10.1.4 Form of Amendment No. 1 to the Atwood Oceanics, Inc. Stock Option
Agreement 1990 Stock Option Plan (Incorporated herein by
reference to Exhibit 10.1.4 of our Form 10-K for the year ended
September 30, 1999).
10.3.1 Atwood Oceanics, Inc. 1996 Incentive Equity Plan (Incorporated
herein by reference to Exhibit 10.1 of our Form 10-Q for the
quarter ended June 30, 1997).
10.3.2 Form of Atwood Oceanics, Inc. Stock Option Agreement - 1996
Incentive Equity Plan (Incorporated herein by reference to our
Form 10-K for the year ended September 30, 1999).
10.3.3 Amendment No. 1 to the Atwood Oceanics, Inc. 1996 Incentive Equity
Plan (Incorporated herein by reference to our Form 10-K
for the year ended September 30, 1999).
10.3.4 Form of Amendment No. 1 to the Atwood Oceanics, Inc. Stock Option
Agreement -1996 Incentive Equity Plan (Incorporated herein
by reference to Exhibit 10.3.4 of our Form 10-K for the year ended
September 30, 1999).
10.3.5 Amendment No. 2 to the Atwood Oceanics, Inc. 1996 Incentive Equity
Plan (Incorporated herein by reference to Appendix A to
our Form DEF14A filed January 12, 2001).
10.3.6 Atwood Oceanics, Inc. 2001 Stock Incentive Plan (Incorporated
herein by reference to Appendix A to our Form DEF14A filed
January 15, 2002).
10.4.1 Atwood Oceanics, Inc. Retention Plan for Certain Salaried Employees
dated as of January 1, 2004 (Incorporated herein by reference to
Exhibit 10.4.2 of our Form 10-K for the year ended September 30, 2003).
*10.4.2 Atwood Oceanics, Inc. Retention Plan for Certain Salaried Employees
dated as of January 1, 2005.
16
10.5.1 Executive Agreement dated as of September 18, 2002 between the Company
and John R. Irwin (Incorporated herein by reference to Exhibit 10.5.1
of our Form 10-K for the year ended September 30, 2002).
10.5.2 Executive Agreement dated as of September 18, 2002 between the Company
and James M. Holland (Incorporated herein by reference to Exhibit
10.5.2 of our Form 10-K for the year ended September 30, 2002).
10.5.3 Executive Agreement dated as of September 18, 2002 between the Company
and Glen P. Kelley (Incorporated herein by reference to Exhibit 10.5.3.
of our Form 10-K for the year ended September 30, 2002).
10.7 Credit Agreement for $225 million dated April 1, 2003 among the
Company, Atwood Oceanics Pacific Limited and Nordea Bank Finland Plc
and other Financial Institutions. (Incorporated herein by reference to
Exhibit 99.1 of our 8-K filed April 7, 2003).
10.8 Pooled Assignment and First Amendment to Credit Agreement dated June
27, 2003 among the Company, Atwood Oceanics Pacific Limited and Nordea
Bank Finland Plc and other Financial Institutions (Incorporated herein
by reference to Exhibit 99.1 of our Form 8-K filed July 30, 2003).
10.9 Second Amendment to Credit Agreement dated June 27, 2003 among the
Company, Atwood Oceanics Pacific Limited and Nordea Bank Finland Plc
and other Financial Institutions (Incorporated herein by reference to
Exhibit 99.2 of our Form 8-K filed July 30, 2003).
10.10 Third Amendment to Credit Agreement dated November 12, 2003 among the
Company, Atwood Oceanics Pacific Limited and Nordea Bank Finland Plc
and other Financial Institutions. (Incorporated herein of reference to
Exhibit 99.2 of our Form 8-K filed November 13, 2003).
*13.1 Annual Report to Shareholders.
*21.1 List of Subsidiaries.
*23.1 Consent of Independent Registered Public Accounting Firm.
*31.1 Certification of Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
*31.2 Certification of Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
*32.1 Certificate of Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
*32.2 Certificate of Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
*Filed herewith
17