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: January 30, 2013

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 January 30, 2013, concerning financial results for the first quarter ended December 31, 2012, furnished as Exhibit 99.1, is incorporated herein by reference.

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ITEM 9.01     EXHIBITS

EXHIBIT 99.1 PRESS RELEASE DATED JANUARY 30, 2013

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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: January 30, 2013

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EXHIBIT INDEX

EXHIBIT NO.DESCRIPTION

99.1 Press Release dated January 30, 2013

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EX-99.1

EXHIBIT 99.1

Houston, Texas

January 30, 2013

FOR IMMEDIATE RELEASE - EARNINGS

ATWOOD OCEANICS, INC., announced today that the Company earned net income of $72.8 million or $1.10 per diluted share, on revenues of $245.1 million for the quarter ended December 31, 2012 compared to net income of $95.5 million or $1.45 per diluted share on revenues of $252.5 million for the quarter ended September 30, 2012 and compared to net income of $65.5 million or $1.00 per diluted share, on revenues of $184.7 million for the quarter ended December 31, 2011.

	FOR THE THREE MONTHS ENDED
				(In thousands)
	December 31, 2012			September 30, 2012			December 31, 2011
Revenues	$	245,093		$	252,525		$	184,672
Income before Income Taxes	84,087			109,891			77,931
Provision for Income Taxes	(11,256		)	(14,365		)	(12,463		)
Net Income	$	72,831		$	95,526		$	65,468
Earnings per Common Share -
Basic	1.11			1.46			1.01
Diluted	1.10			1.45			1.00
Weighted Average Shares
Outstanding -
Basic	65,528			65,407			65,024
Diluted	66,092			65,982			65,541

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ATWOOD OCEANICS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

	Three Months Ended December 31,
	2012			2011
REVENUES:
Contract drilling	$	245,093		$	184,672
COSTS AND EXPENSES:
Contract drilling	111,916			78,344
Depreciation	27,578			15,363
General and administrative	17,221			14,094
Other, net	7			—
	156,722			107,801
OPERATING INCOME	88,371			76,871
OTHER INCOME (EXPENSE)
Interest expense, net of capitalized interest	(4,408		)	(603		)
Interest Income	124			86
Other	—			1,577
	(4,284		)	1,060
INCOME BEFORE INCOME TAXES	84,087			77,931
PROVISION FOR INCOME TAXES	11,256			12,463
NET INCOME	$	72,831		$	65,468
EARNINGS PER COMMON SHARE:
Basic	1.11			1.01
Diluted	1.10			1.00
AVERAGE COMMON SHARES OUTSTANDING:
Basic	65,528			65,024
Diluted	66,092			65,541

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ATWOOD OCEANICS, INC. AND SUBSIDIARIES

ANALYSIS OF REVENUES AND DRILLING COSTS

(Unaudited)

	REVENUES (In millions)
	Three Months Ended
	December 31, 2012		September 30, 2012		December 31, 2011
Atwood Condor	$	40.4	$	32.8	$	—
Atwood Osprey	$	42.4	$	46.0	$	39.8
Atwood Eagle	27.5		32.7		34.7
Atwood Falcon	35.4		35.2		28.6
Atwood Hunter	37.1		50.1		43.4
Atwood Aurora	12.3		14.6		12.5
Atwood Beacon	14.0		17.1		10.4
Atwood Mako	13.3		4.1		—
Atwood Manta	3.2		—		—
Vicksburg	9.2		8.9		8.7
Reimbursable/Other	10.3		11.0		6.6
	$	245.1	$	252.5	$	184.7

	CONTRACT DRILLING COSTS (In millions)
	Three Months Ended
	December 31, 2012		September 30, 2012		December 31, 2011
Atwood Condor	$	14.3	$	12.7	$	—
Atwood Osprey	$	15.3	$	16.8	$	15.5
Atwood Eagle	19.9		13.6		17.8
Atwood Falcon	14.2		13.7		6.9
Atwood Hunter	11.6		12.1		11.0
Atwood Aurora	6.4		6.3		8.6
Atwood Beacon	10.2		11.0		6.7
Atwood Mako	5.1		2.9		—
Atwood Manta	2.1		—		—
Vicksburg	4.7		5.5		5.2
Reimbursable/Other	8.1		7.5		6.6
	$	111.9	$	102.1	$	78.3

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ATWOOD OCEANICS, INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	December 31, 2012			September 30, 2012
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	108,341		$	77,871
Accounts receivable, net of allowance for doubtful accounts of $1,871 and $0 at December 31, 2012 and September 30, 2012, respectively	142,934			167,186
Income tax receivable	5,609			5,750
Inventories of materials and supplies	80,367			80,290
Prepaid expenses and deferred costs	31,117			39,437
Total current assets	368,368			370,534
PROPERTY AND EQUIPMENT, net	2,854,515			2,537,340
LONG TERM ASSETS:
Other receivables	11,868			11,875
Deferred costs and other assets	24,195			24,013
Total long-term assets	36,063			35,888
Total assets	$	3,258,946		$	2,943,762
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	78,420		$	83,592
Accrued liabilities	29,261			24,478
Notes payable	—			5,148
Income tax payable	13,314			9,711
Deferred credits	15,095			13,738
Total current liabilities	136,090			136,667
LONG TERM LIABILITIES:
Long-term debt	1,070,000			830,000
Deferred income taxes	8,571			8,791
Deferred credits	7,659			8,928
Other	20,300			19,954
Total long-term liabilities	1,106,530			867,673
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock, no par value;
1,000 shares authorized, none outstanding	—			—
Common Stock, $1.00 par value;
Common stock, $1.00 par value, 90,000 shares authorized with 65,632 and 65,452 issued and outstanding at December 31, 2012 and September 30, 2012, respectively	65,632			65,452
Paid-in capital	164,061			160,540
Retained earnings	1,789,272			1,716,441
Accumulated other comprehensive loss	(2,639		)	(3,011		)
Total shareholders' equity	2,016,326			1,939,422
Total liabilities and shareholders' equity	$	3,258,946		$	2,943,762

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Atwood Oceanics, Inc. and Subsidiaries

UNAUDITED CONDENSED CONSOLIDATED

STATEMENTS OF CASH FLOWS

	Three Months Ended December 31,
(In thousands)	2012			2011
Cash flows from operating activities:
Net income	$	72,831		$	65,468
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	27,578			15,363
Amortization of debt issuance costs	1,036			681
Amortization of deferred items	(127		)	393
Provision for doubtful accounts	1,871			—
Provision for inventory obsolescence	181			255
Deferred income tax benefit	(220		)	(186		)
Share-based compensation expense	3,048			1,790
Other, net	7			—
Change in assets and liabilities:
(Increase) decrease in accounts receivable	22,388			(32,511		)
Decrease in income tax receivable	141			1,640
(Increase) decrease in inventory	(257		)	6,106
Decrease in prepaid expenses	5,470			1,378
Increase in deferred costs and other assets	(3,767		)	(1,040		)
Increase (decrease) in accounts payable	(27,978		)	3,463
Increase (decrease) in accrued liabilities	4,937			(9,143		)
Increase in income tax payable	3,603			3,249
Increase in deferred credits and other liabilities	6,177			843
	44,088			(7,719		)
Net Cash Provided by Operating Activities	116,919			57,749
Cash flows from investing activities:
Capital expenditures	(321,995		)	(257,446		)
Proceeds from sale of assets	41			—
Net Cash Used by Investing Activities	(321,954		)	(257,446		)
Cash flows from financing activities:
Proceeds from bank credit facilities	240,000			—
Principal payments on notes payable	(5,148		)	(5,461		)
Proceeds from exercise of stock options	653			79
Net Cash Provided (Used) by Financing Activities	235,505			(5,382		)
Net increase (decrease) in cash and cash equivalents	$	30,470		$	(205,079	)
Cash and cash equivalents, at beginning of period	$	77,871		$	295,002
Cash and cash equivalents, at end of period	$	108,341		$	89,923
Non-cash activities
Increase (decrease) in accounts payable and accrued liabilities related to capital expenditures	$	22,806		$	(83,190	)

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Atwood Oceanics, Inc. is a global offshore drilling contractor engaged in the drilling and completion of exploratory and developmental oil and gas wells. The company currently owns 12 mobile offshore drilling units and is constructing three ultra-deepwater drillships and one high-specification jackups. The company was founded in 1968 and is headquartered in Houston, Texas. Atwood Oceanics, Inc. common stock is traded on the New York Stock Exchange under the symbol "ATW."

Contact: Mark L. Mey

(281) 749-7902

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