8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________
 

FORM 8-K

CURRENT REPORT

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

DATE OF EARLIEST EVENT REPORTED: NOVEMBER 24, 2008

ATWOOD OCEANICS, INC.

(Exact name of registrant as specified in its charter)

COMMISSION FILE NUMBER 1-13167

TEXAS
(State or other jurisdiction of incorporation or organization)

Internal Revenue Service – Employer Identification No. 74-1611874
 
 
15835 Park Ten Place Drive, Houston, Texas, 77084
(281) 749-7800
 

____________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02     RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 24, 2008, the Company announced its earnings for the Fiscal Year 2008 Fourth Quarter and Year ended September 30, 2008. A copy of the press release summarizing these earnings is filed with this Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Additional information with respect to the Company’s consolidated statements of operations for the three months and twelve months ended September 30, 2008 and 2007, an analysis of revenues and contract drilling costs for the three months and twelve months ended September 30, 2008 and 2007 and condensed consolidated balance sheets at September 30, 2008 and September 30, 2007 are attached hereto as Exhibits 99.2, 99.3, and 99.4 respectively, which are being furnished; however, should not be deemed to be filed under Section 18 of the Exchange Act.

ITEM 7.01 REGULATION FD DISCLOSURE

Additional information with respect to the Company’s Fleet Status Report at November 24, 2008 is attached hereto as Exhibit 99.5. Such information is being furnished under Regulation FD and should not be deemed to be filed under Section 18 of the Exchange Act. The Fleet Status Report has also been posted on the Company’s website at www.atwd.com .

The ATWOOD HUNTER has completed its mobilization to the Eastern Mediterranean Sea and has commenced its drilling commitment with Noble Energy Inc. This commitment is expected to extend to February/April 2009 at a dayrate of $511,000 plus approximately $15,800 of amortized per day revenues. The ATWOOD SOUTHERN CROSS continues to drill its one well commitment for Petronas Carigali Sdn. Bhd off the coast of Mauritania. We expect to complete the drilling of this well in December 2008. Currently, the rig has no immediate ongoing work following the completion of this well; therefore, the rig could incur some period of zero rate downtime.

Statements contained in this report with respect to the future are forward-looking statements. These statements reflect management's reasonable judgment with respect to future events. Forward-looking statements involve risks and uncertainties. Actual results could differ materially from those anticipated as a result of various factors including; the Company's dependence on the oil and gas industry; the risks involved the construction of a rig; competition; operating risks; risks involved in foreign operations; risks associated with possible disruption in operations due to terrorism; risks associated with a possible disruption in operations due to a war with Iraq; and governmental regulations and environmental matters. A list of additional risk factors can be found in the Company's annual report on Form 10-K for the year ended September 30, 2007, filed with the Securities and Exchange Commission.

ITEM 9.01      EXHIBITS

EXHIBIT 99.1	PRESS RELEASE DATED NOVEMBER 24, 2008
EXHIBIT 99.2	CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE    THREE AND TWELVE MONTHS ENDED SEPTEMBER 30, 2008 AND 2007
EXHIBIT 99.3	ANALYSIS OF REVENUES AND CONTRACT DRILLING COSTS FOR THE THREE MONTHS AND TWELVE MONTHS ENDED SEPTEMBER 30, 2008
EXHIBIT 99.4	CONDENSED CONSOLIDATED BALANCE SHEETS AT SEPTEMBER 30, 2008 AND SEPTEMBER 30, 2007
EXHIBIT 99.5	FLEET STATUS REPORT AT NOVEMBER 24, 2008

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                                             ATWOOD OCEANICS, INC.
                                             (Registrant)
 
 
 
                                              /s/ James M. Holland
                                             James M. Holland
                                             Senior Vice President
 
                                             DATE: November 24, 2008

EXHIBIT INDEX
 

EXHIBIT NO.DESCRIPTION

99.1	Press Release dated November 24, 2008
99.2	Consolidated Statements of Operations for the Three Months and Twelve Months ended September 30, 2008 and 2007
99.3	Analysis of Revenues and Drilling Costs for the Three Months and Twelve Months ended September 30, 2008
99.4	Condensed Consolidated Balance Sheets at September 30, 2008 and September 30, 2007
99.5	Fleet Status Report at November 24, 2008

EX-99

EXHIBIT 99.1

ATWOOD OCEANICS ANNOUNCE FOURTH QUARTER EARNINGS FOR FY2008

Houston, Texas
24 November 2008
 
FOR IMMEDIATE RELEASE
 

EARNINGS-

Atwood Oceanics, Inc., (NYSE: ATW) Houston-based International Drilling Contractor, announced today that the Company earned net income of $74,753,000 or $1.16 per diluted share, on revenues of $160,654,000 for the quarter ended September 30, 2008 compared to net income of $54,149,000 or $0.84 per diluted share, on revenues of $121,604,000 for the quarter ended September 30, 2007. For the twelve months ended September 30, 2008, the Company earned net income of $215,438,000 or $3.34 per diluted share, on revenues of $526,604,000 compared to net income of $139,024,000 or $2.18 per diluted share, on revenues of $403,037,000 for the twelve months ended September 30, 2007. 

	FOR THE THREE MONTHS ENDED
	SEPTEMBER 30,
		2008			2007
Revenues	$	160,654,000		$	121,604,000
Income before Income Taxes		87,244,000			61,309,000
Provision for Income Taxes		(12,491,000	)		(7,160,000	)
Net Income		74,753,000			54,149,000
Earnings per Common Share -
Basic		1.17			0.85
Diluted		1.16			0.84
Weighted Average Shares
Outstanding -
Basic		64,031,000			63,346,000
Diluted		64,697,000			64,198,000
	FOR THE TWELVE MONTHS ENDED SEPTEMBER 30,
		2008			2007
Revenues	$	526,604,000		$	403,037,000
Income before Income Taxes		244,775,000			159,959,000
Provision for Income Taxes		(29,337,000	)		(20,935,000	)
Net Income		215,438,000			139,024,000
Earnings per Common Share -
Basic		3.38			2.22
Diluted		3.34			2.18
Weighted Average Shares
Outstanding -
Basic		63,756,000			62,686,000
Diluted		64,556,000			63,628,000

EX-99

EXHIBIT 99.2

ATWOOD OCEANICS, INC. AND SUBSIDIARIES

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)

		Three Months Ended						Twelve Months Ended
		September 30,						September 30,
		2008			2007			2008			2007
REVENUES:
Contract drilling	$	160,654		$	121,604		$	526,604		$	400,479
Business interruption proceeds		--			--			--			2,558
		160,654			121,604			526,604			403,037
COSTS AND EXPENSES:
Contract drilling		56,396			46,738			216,395			186,949
Depreciation		8,869			8,584			34,783			33,366
General and administrative		7,926			5,938			30,975			23,929
Gain on sale of equipment		59			(73	)		(155	)		(414	)
		73,250			61,187			281,998			243,830
OPERATING INCOME		87,404			60,417			244,606			159,207
OTHER INCOME (EXPENSE)
Interest expense, net of capitalized interest		(264	)		(372	)		(1,410	)		(1,689	)
Interest income		104			1,264			1,579			2,441
		(160	)		892			169			752
INCOME BEFORE INCOME TAXES		87,244			61,309			244,775			159,959
PROVISION FOR INCOME TAXES		12,491			7,160			29,337			20,935
NET INCOME	$	74,753		$	54,149		$	215,438		$	139,024
EARNINGS PER COMMON SHARE:
Basic		1.17			0.85			3.38			2.22
Diluted		1.16			0.84			3.34			2.18
AVERAGE COMMON SHARES OUTSTANDING:
Basic		64,031			63,346			63,756			62,686
Diluted		64,697			64,198			64,556			63,628

EX-99

EXHIBIT 99.3
 
ATWOOD OCEANICS, INC. AND SUBSIDIARIES
ANALYSIS OF REVENUES AND DRILLING COSTS

(Unaudited)

	FOR THE THREE MONTHS ENDED
	SEPTEMBER 30, 2008
					CONTRACT
					DRILLING
		REVENUES			COSTS
		(In Millions)
ATWOOD EAGLE	$	35.1	.	$	11.8
ATWOOD SOUTHERN CROSS		34.8			8.7
ATWOOD FALCON		28.0			6.5
ATWOOD HUNTER		22.2			7.0
VICKSBURG		14.1			4.5
ATWOOD BEACON		12.3			4.9
SEAHAWK		8.0			6.1
RICHMOND		6.2			3.8
OTHER		--			3.1
		160.7			56.4
	FOR THE TWELVE MONTHS ENDED
	SEPTEMBER 30, 2008
					CONTRACT
					DRILLING
		REVENUES			COSTS
		(In Millions)
ATWOOD SOUTHERN CROSS	$	117.6		$	33.1
ATWOOD HUNTER		89.9			28.9
ATWOOD EAGLE		88.4			44.5
ATWOOD FALCON		79.0			24.6
VICKSBURG		56.7			18.6
ATWOOD BEACON		46.8			19.2
SEAHAWK		32.1			30.1
RICHMOND		16.1			12.1
OTHER		--			5.3
		526.6			216.4

EX-99

EXHIBIT 99.4
ATWOOD OCEANICS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
		September 30,		September 30,
		2008		2007
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	121,092	$	100,361
Accounts receivable, net of an allowance
of $114 and $164 at September 30, 2008
and 2007, respectively		135,728		76,597
Income tax receivable		3,292		1,870
Inventories of materials and supplies, net		37,906		26,721
Deferred tax assets		21		390
Prepaid expenses and deferred costs		10,225		10,240
Total Current Assets		308,264		216,179
NET PROPERTY AND EQUIPMENT		787,838		493,851
DEFERRED COSTS AND OTHER ASSETS		3,856		7,694
	$	1,099,958	$	717,724
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of notes payable	$	-	$	18,000
Accounts payable		16,987		11,769
Accrued liabilities		42,921		27,861
Deferred credits		304		--
Total Current Liabilities		60,212		57,630
LONG-TERM DEBT,
net of current maturities:		170,000		--
		170,000		--
LONG TERM LIABILITIES:
Deferred income taxes		10,595		14,729
Deferred credits		7,942		24,093
Other		7,519		5,417
		26,056		44,239
COMMITMENTS AND CONTENGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock, no par value;
1,000 shares authorized, none outstanding		--		--
Common stock, $1 par value, 90,000 shares
authorized with 64,031 and 63,350 issued
and outstanding at September 30, 2008
and 2007, respectively		64,031		63,350
Paid-in capital		114,804		101,549
Retained earnings		664,855		450,956
Total Shareholders' Equity		843,690		615,855
	$	1,099,958	$	717,724

EX-99

EXHIBIT 99.5

ATWOOD OCEANICS, INC. AND SUBSIDIARIES FLEET STATUS REPORT
AS OF NOVEMBER 24, 2008

As used herein, “we”, “us”, and “our” refers to Atwood Oceanics, Inc. and its subsidiaries, except where the context indicates otherwise. Statements contained in this Fleet Status Report, including information regarding our estimated rig availability, contract duration, future dayrates, future daily operating costs, future effective tax rates, customer or contract status are forward-looking statements. These statements reflect management's reasonable judgment with respect to future events. Forward-looking statements involve risks and uncertainties. Actual results could differ materially from those anticipated as a result of various factors including: our dependence on the oil and gas industry; the risks involved in upgrade, repair and construction of our rigs; competition; operating risks; risks involved in foreign operations; risks associated with possible disruptions in operations due to terrorism; risks associated with a possible disruption in operations due to the war with Iraq and governmental regulations and environmental matters. A list of additional risk factors can be found in our annual report on Form 10-K for the year ended September 30, 2007, filed with the Securities and Exchange Commission. All information in this Fleet Status Report is as of the date indicated above. We undertake no duty to update the content of this Fleet Status Report or any forward-looking statement contained herein to conform the statement to actual results or to reflect changes in our expectations.

CHANGES WILL BE HIGHLIGHTED IN YELLOW

RIG NAME		RATED WATER DEPTH	LOCATION	CUSTOMER	ESTIMATED CONTRACT END DATE		ESTIMATED CONTRACT DAYRATE	UNAUDITED AVERAGE PER DAY OPERATING COSTS (NOT INCLUDING TAX) FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2008/MONTH ENDED SEPTEMBER 30, 200 8 ONLY	ADDITIONAL COMMENTS
SEMISUBMERSIBLES:
ATWOOD EAGLE		5000’	Australia	WOODSIDE ENERGY LTD (“WOODSIDE”)	FIRM WORK – (2 years) June 2010		Approximately $405,000	$128,000/$128,000	A portion of the dayrate is subject to some change due to currency exchange rate variance.
			Australia	BHP BILLITON PETROLEUM	FIRM WORK – (One well deferred from previous drilling program which cannot be drilled before January 1, 2009 but must be drilled by the end of calendar year 2009.)		Approximately $170,000 for 35 days and $465,000 thereafter until completion.	N/A
			Australia	CHEVRON AUSTRALIA PTY. LTD. (“CHEVRON”)	FIRM WORK – (Until new semisubmersible arrives in Australia) February/March 2011		$430,000/$450,000	N/A	Subject to change due to cost escalation provisions in the contract.
			Australia	CHEVRON	OPTION WORK – Has option to continue to use rig for a mutually agreed term after the new semisubmersible arrives in Australia.		$405,000/$425,000	N/A	Subject to change due to cost escalation provisions in the contract.
ATWOOD HUNTER		5,000’	Eastern Mediterranean Sea	NOBLE ENERGY, INC. (“NOBLE”)	FIRM WORK - February/April 2009 (Estimated to take 80 to 160 days)		$511,000 plus approximately $15,800 of amortizing revenues per day	$76,000/$73,000	Subject to change due to cost escalation provisions in the contract.
			Mobilizing to Ghana	KOSMOS ENERGY GHANA HC (“KOSMOS”)	FIRM WORK - March/June 2009 (Estimated to take 55 days)		$460,000	N/A	Subject to change due to cost escalation provisions in the contract.
			Ghana	KOSMOS	FIRM WORK - December 2009/March 2010 (Estimated to take 270 days)		$538,000	N/A	Subject to change due to cost escalation provisions in the contract.
			Other West Africa Designated Areas	NOBLE/KOSMOS	FIRM WORK - October/November 2012		$538,000 to $545,000 while operating and $460,000 during all mobilization periods	N/A	Subject to change due to cost escalation provisions in the contract.
			TBD	N/A	N/A		N/A	N/A	The rig could incur ten (10) zero rate days in the fourth quarter of fiscal year 2009 for regulatory inspections.
ATWOOD FALCON		5,000’	Malaysia	SARAWAK SHELL BERHAD (“SHELL”)	FIRM WORK – August 2009		$160,000/ plus approximately $24,000 of amortized per day revenue	$71,000/$71,000	The rig could incur 2 to 4 zero rate days during the second quarter of fiscal year 2009 due to required regulatory inspections.
			South China Sea	OPERATOR IN SOUTH CHINA SEA	FIRM WORK – August 2011 (Two years from completion of current firm work which is expected to be August 2009)		$425,000		Subject to change due to cost escalation provisions in the contract.
ATWOOD SOUTHERN CROSS	2,000’		Mauritania	PETRONAS CARIGALI SDN BHD.	FIRM WORK – December 2008		$352,000	$95,000/$100,000	Additional contract opportunities following the completion of this one-well are currently being pursued.
CONVENTIONALLY MOORED SEMISUBMERSIBLE UNDER CONSTRUCTION	6,000’		Under construction in Singapore with Delivery Expected in early 2011 at which time the rig will be mobilized to Australia.	CHEVRON AUSTRALIA PTY. LTD.	FIRM WORK – Early 2014 if three-year commitment or early 2017 if six-year commitments. (Contract provides for a commitment of three years with option to extend to six years at time of delivery of rig)		$470,000 (if three-year commitment) $450,000 (if six-year commitment)	N/A	Subject to change due to cost escalation provisions in the contract.
CANTILEVER JACK-UPS:
ATWOOD BEACON	400’		India	GUJARAT STATE PETROLEUM CORPORATION LTD (“GSPC”)	FIRM WORK – Completion of well in progress at the end of January 2009 (Estimated June/July 2009		$133,500	$53,000/$53,000		The rig incurred 3 zero rate days during the first quarter of fiscal year 2009 for required regulatory inspections.
VICKSBURG	300’		Thailand	CHEVRON OVERSEAS PETROLEUM	FIRM WORK – June 2009		$154,000	$49,000/$53,000
			TBD	N/A	N/A		N/A	N/A		The rig could incur four (4) weeks of zero rate days during the third or fourth quarters of fiscal year 2009 for required maintenance and equipment upgrades.
ATWOOD AURORA	350’		Under Construction at Brownsville, Texas with Delivery Expected in December 2008 at which Time the Rig will be Mobilized to Egypt	RWE DEA NILE GmbH (“RWE”)	FIRM WORK – February 2011		$165,000/plus approximately $6,000 per day of amortized per day revenue	N/A		Subject to change due to cost escalation provisions in the contract.
			Egypt	RWE	OPTIONS – (1 Year)		TBD	N/A
SEMISUBMERSIBLE TENDER ASSIST UNIT:
SEAHAWK	1,800’		Equatorial Guinea	AMERADA HESS EQUATORIAL GUINEA, INC. (“HESS”)		FIRM WORK – August 2009	$80,000	$66,000/$61,000		Contract provides for dayrate increases based upon certain cost escalations as well as an approximately $15,000 per day reduction during periods when the rig is being relocated to a new drilling site.
			Equatorial Guinea	HESS		OPTIONS – (2 six-month options) September 2010 (if the two (2) six-month options are exercised)	$76,000	N/A		Dayrate subject to increase due to contract cost escalations.
			Equatorial Guinea	N/A		N/A	N/A	N/A		The rig could incur three (3) to five (5) zero rate days during fiscal year 2009 for required maintenance.
SUBMERSIBLE:
RICHMOND	70’		US Gulf of Mexico	CONTANGO OPERATIONS INC. (“CONTANGO”)		FIRM WORK – (One well) February 2009	$78,000	$41,000/$29,000
			US Gulf of Mexico	Newfield Exploration Company from assignment from CONTANGO
			US Gulf of Mexico	CONTANGO		FIRM WORK – (One well) April 2009	$85,000	N/A
			US Gulf of Mexico	CONTANGO		OPTION – June 2009	TBD	N/A

NOTE – EXPECTED TAX RATE

1)      Virtually all of the Company’s tax provision relates to taxes in foreign jurisdictions. Working in foreign jurisdictions with nontaxable or deemed profit tax systems contribute to the effective tax rate being significantly less than the United States statutory rate. We currently expect our effective tax rate for fiscal year 2009 to be around 15%.

2)      Other Drilling Costs in Addition to the Above Rig Costs –

AVERAGE PER DAY FOR THE THREE MONTHS ENDED SEPTEMBER 2009 $33,000

(The increase in other drilling costs is due to Foreign Exchange Loss.)