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 17, 2011

ATWOOD OCEANICS, INC.

(Exact name of registrant as specified in its charter)

TEXAS

(State or other jurisdiction of incorporation or organization)

COMMISSION FILE NUMBER 1-13167

Internal Revenue Service – Employer Identification No. 74-1611874

15835 Park Ten Place Drive

Houston, Texas, 77084

(Address of Principal Executive Offices)

(281) 749-7800

(Registrant’s Telephone Number,

Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

____________

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

Our press release dated November 17, 2011, concerning financial results for the fourth quarter ended September 30, 2011, furnished as Exhibit 99.1, is incorporated herein by reference.

ITEM 9.01                      EXHIBITS

EXHIBIT 99.1   PRESS RELEASE DATED NOVEMBER 17, 2011

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/ Mark L. Mey

Mark L. Mey

Senior Vice President

DATE:    November 17, 2011

EXHIBIT INDEX

EXHIBIT NO.                                                                           DESCRIPTION

99.1   Press Release dated November 17, 2011

EX-99.1

EXHIBIT 99.1

Houston, Texas

November 17, 2011

FOR IMMEDIATE RELEASE - EARNINGS

ATWOOD OCEANICS, INC.,(NYSE: ATW), announced today that the Company earned net income of $72,927,000 or $1.12 per diluted share, on revenues of $177,558,000 for the quarter ended September 30, 2011 compared to net income of $75,285,000 or $1.15 per diluted share on revenues of $162,147,000 for the quarter ended June 30, 2011 and compared to net income of $64,229,000 or $0.99 per diluted share, on revenues of $160,613,000 for the quarter ended September 30, 2010.  For the twelve months ended September 30, 2011, the Company earned net income of $271,674,000 or $4.15 per diluted share, on revenues of $645,076,000 compared to net income of $256,996,000 or $3.95 per diluted share, on revenues of $650,562,000 for the twelve months ended September 30, 2010.

Rob Saltiel, Atwood President and CEO, commented, “Atwood's 2011 fiscal year witnessed the delivery and start-up of our first ultra-deepwater rig, expansion of our high-specification rig construction program, completion of our new credit facility and significant growth in our contract revenue backlog.  We also achieved our sixth consecutive year of record earnings, made possible by the strong performance of our offshore rig teams and our onshore support organization, making this one of our most successful years in Atwood's history.”

		For the three months ended
	September 30, 2011	June 30, 2011	September 30, 2010
Revenues	$                   177,558,000	$        162,147,000	$                   160,613,000
Income before Income Taxes	83,918,000	87,203,000	76,859,000
Provision for Income Taxes	(10,991,000)	(11,918,000)	(12,630,000)
Net Income	72,927,000	75,285,000	64,229,000
Earnings per Common Share -
Basic	1.13	1.16	1.00
Diluted	1.12	1.15	0.99
Weighted Average Shares
Outstanding -
Basic	64,754,000	64,820,000	64,439,000
Diluted	65,403,000	65,470,000	64,951,000
	For the twelve months ended September 30,
	2011	2010
Revenues	$                   645,076,000	$        650,562,000
Income before Income Taxes	324,847,000	319,979,000
Provision for Income Taxes	(53,173,000)	(62,983,000)
Net Income	271,674,000	256,996,000
Earnings per Common Share -
Basic	4.20	3.99
Diluted	4.15	3.95
Weighted Average Shares
Outstanding -
Basic	64,754,000	64,391,000
Diluted	65,403,000	65,028,000

ATWOOD OCEANICS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

		Three Months Ended September 30,		Twelve Months Ended September 30,
		2011	2010	2011	2010
Operating revenues
	Contract drilling	$    177,558	$    160,613	$    645,076	$    650,562
Operating costs and expenses
	Contract drilling	61,815	65,477	223,565	252,427
	Depreciation	15,606	8,063	43,597	37,030
	General and administrative	9,927	9,937	44,407	40,620
	Other, net	4,924	(334)	4,847	(1,855)
		92,272	83,143	316,416	328,222
Operating income		85,286	77,470	328,660	322,340
Other income (expense):
	Interest expense, net of capitalized interest	(1,493)	(715)	(4,530)	(2,725)
	Interest income	125	104	717	364
		(1,368)	(611)	(3,813)	(2,361)
Income before income taxes		83,918	76,859	324,847	319,979
Provision for income taxes		10,991	12,630	53,173	62,983
Net income		$      72,927	$      64,229	$    271,674	$    256,996
Earnings per common share:
	Basic	1.13	1.00	4.20	3.99
	Diluted	1.12	0.99	4.15	3.95
Average common shares outstanding:
	Basic	64,754	64,439	64,754	64,391
	Diluted	65,403	64,951	65,403	65,028

ATWOOD OCEANICS, INC. AND SUBSIDIARIES

ANALYSIS OF REVENUES AND DRILLING COSTS

 (Unaudited)

	Three Months Ended
	September 30, 2011
	Operating		Contract
	Revenues		Drilling Costs
	(In Millions)
Atwood Osprey	$	43.5	$	14.6
Atwood Hunter		43.3		13.0
Atwood Eagle		35.4		13.1
Atwood Falcon		35.0		6.5
Atwood Beacon		11.1		5.1
Vicksburg		8.7		4.5
Atwood Aurora		0.6		3.9
Seahawk		-		0.1
Richmond		-		0.2
Atwood Southern Cross		-		0.2
Other		-		0.6
	$	177.6	$	61.8
	Twelve Months Ended
	September 30, 2011
	Operating		Contract
	Revenues		Drilling Costs
	(In Millions)
Atwood Hunter	$	183.4	$	38.7
Atwood Falcon		153.4		29.2
Atwood Eagle		139.8		62.2
Atwood Osprey		59.9		22.9
Atwood Beacon		45.1		28.6
Vicksburg		34.3		16.4
Atwood Aurora		29.2		18.4
Seahawk		-		2.4
Richmond		-		1.7
Atwood Southern Cross		-		2.7
Other		-		0.4
	$	645.1	$	223.6

ATWOOD OCEANICS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	September 30,			September 30,
	2011			2010
ASSETS
Current assets:
Cash and cash equivalents	$	295,002		$	180,523
Accounts receivable		87,173			96,463
Income tax receivable		5,631			16,052
Inventories of materials and supplies		58,263			52,749
Prepaid expenses and deferred costs		14,862			14,207
Total current assets		460,931			359,994
Property and equipment, net		1,887,321			1,343,961
Other receivables		11,875			15,799
Deferred costs and other assets		15,264			4,686
Total assets	$	2,375,391		$	1,724,440
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	113,021		$	37,192
Accrued liabilities		30,680			25,368
Notes payable		5,461			-
Income tax payable		8,461			26,367
Deferred credits		1,700			4,533
Total Current Liabilities		159,323			93,460
Long-term debt		520,000			230,000
Deferred income taxes		9,780			10,845
Deferred credits		7,910			2,919
Other long-term liabilities		25,591			17,082
Total long-term liabilities		563,281			260,846
Shareholders' equity:
Preferred stock, no par value;
1,000 shares authorized,  none outstanding		-			-
Common stock, $1 par value, 90,000 shares
authorized with 64,960 and 64,443 issued
and outstanding at September 30, 2011
and 2010, respectively		64,960			64,443
Paid-in capital		145,084			133,095
Retained earnings		1,444,270			1,172,596
Accumulated other comprehensive loss		(1,527	)		-
Total shareholders' equity		1,652,787			1,370,134
Total liabilities and shareholders' equity	$	2,375,391		$	1,724,440

Atwood Oceanics, Inc. is an international offshore drilling contractor engaged in the drilling and completion of exploratory and developmental oil and gas wells.  The company currently owns ten mobile offshore drilling units located in the United States Gulf of Mexico, South America, the Mediterranean Sea, West Africa, Southeast Asia and Australia, and is constructing an ultra-deepwater semisubmersible, two ultra-deepwater drillships and three high-specification jack-ups for deliveries in 2012, 2013 and 2014.  The company was founded in 1968 and is headquartered in Houston, Texas.  Atwood Oceanics, Inc.’s common stock is traded on the New York Stock Exchange under the symbol “ATW”.

Contact: Mark L. Mey

(281) 749-7902