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 28, 2007

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):

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

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

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

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

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ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On November 28, 2007, the Company announced its earnings for the Fiscal Year 2007 Fourth Quarter and Year ended September 30, 2007. 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 year ended September 30, 2007 and 2006 and an analysis of revenues and contract drilling costs for the three months and year ended September 30, 2007 and condensed consolidated balance sheets at September 30, 2007 and 2006 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 28, 2007 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.

As noted in Fleet Status Report, thus far in the first quarter of fiscal year 2008, the SEAHAWK and the ATWOOD HUNTER have incurred sixteen (16) days and three (3) days, respectively of unplanned downtime. These unplanned downtime days have negatively impacted revenues for the quarter by approximately $2.2 million or approximately $0.07 reduction in diluted earnings per share. The equipment issues which caused these unplanned downtime days have now been resolved, with both rigs currently working at their operating dayrates. Besides the negative impact of these unplanned downtime days, the results for the first quarter of fiscal year 2008 could also be negatively impacted by approximately $1.7 million (approximate $0.05 reduction in diluted earnings per share) relating to a dayrate billing disagreement. We are having ongoing discussions on this issue; however, we currently cannot give any assurance that we will receive payment of the $1.7 million amount.

The ATWOOD EAGLE is currently undergoing planned downtime for its required regulatory inspection and planned maintenance, which is expected to take 15 zero rate days to complete. The RICHMOND continues to be in a shipyard undergoing its approximate $14 million life enhancing upgrade, which is expected to result in the rig incurring seventy (70) zero rate days during the quarter. The ATWOOD HUNTER continues to work for Burullus Gas Co. in Egypt. This drilling program is expected to be completed around December 17, 2007, with the rig immediately moved to a shipyard in Malta to undergo some equipment upgrades. During the time that the ATWOOD HUNTER will be in the shipyard (estimated December 26, 2007 through January 15, 2008), it will be at zero rate. Immediately following the completion of its shipyard work, the rig will commence working under the suspended contract with Woodside Energy Ltd.

ITEM 8.01 OTHER EVENTS

The ATWOOD SOUTHERN CROSS, owned and operated by our wholly owned subsidiary Atwood Oceanics Pacific Limited, has been awarded a contract by ENI Spa AGIP Exploration & Production Division (“ENI”) to drill two (2) wells plus options for two (2) additional wells. The contract provides for an operating dayrate of $406,000. The drilling of the two (2) firm wells is estimated to take one hundred-fifty (150) days to complete and if both option wells are drilled, the contract could extend another ninety (90) days. This contract will commence immediately upon the rig completing its current contract commitments with Melrose Resources and Turkiye Petrolleri A.O. (“TPAO”) (estimated February 2008). The contract provides that ENI will provide the tow vessel to

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move the rig to its drilling site and pay a dayrate of $365,000 during the mobilization period (estimated ten (10) days), as well as pay a dayrate of $395,000 while the rig is being certified by Italian authorities (estimated ten (10) days) prior to commencing drilling operations.

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, 2006, filed with the Securities and Exchange Commission.

ITEM 9.01             EXHIBITS

EXHIBIT 99.1	PRESS RELEASE DATED NOVEMBER 28, 2007
EXHIBIT 99.2	CONSOLIDATED STATEMENT OF OPERATIONS FOR THE THREE MONTHS AND TWELVE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006
EXHIBIT 99.3	ANALYSIS OF REVENUES AND CONTRACT DRILLING COSTS FOR THE THREE MONTHS AND TWELVE MONTHS ENDED SEPTEMBER 30, 2007
EXHIBIT 99.4	CONDENSED CONSOLIDATED BALANCE SHEETS AT SEPTEMBER 30, 2007 AND 2006
EXHIBIT 99.5	FLEET STATUS REPORT AT NOVEMBER 28, 2007

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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/ James M. Holland

James M. Holland

Senior Vice President

DATE: November 28, 2007

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EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION

99.1 Press Release dated November 28, 2007

99.2 Consolidated Statements of Operations for the Three Months and Twelve Months ended September 30, 2007 and 2006

99.3 Analysis of Revenues and Drilling Costs for the Three Months and Twelve Months ended September 30, 2007

99.4 Condensed Consolidated Balance Sheets at September 30, 2007 and 2006

99.5 Fleet Status Report at November 28, 2007

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EX-99

EXHIBIT 99.1

Houston, Texas
28 November 2007
 
FOR IMMEDIATE RELEASE
 

EARNINGS-

Atwood Oceanics, Inc., (NYSE: ATW), Houston-based International Drilling Contractor, announced today that the Company earned net income of $54,149,000 or $1.69 per diluted share, on revenues of $121,604,000 for the quarter ended September 30, 2007, compared to net income of $23,179,000 or $0.74 per diluted share, on revenues of $81,817,000 for the quarter ended September 30, 2006. For the fiscal year ended September 30, 2007, the Company earned net income of $139,024,000 or $4.37 per diluted share, on revenues of $403,037,000 compared to net income of $86,122,000 or $2.74 per diluted share, on revenues of $276,625,000 for the fiscal year ended September 30, 2006. 
 

	FOR THE THREE MONTHS ENDED SEPTEMBER 30,
	2007	2006
Revenues	$ 121,604,000	$ 81,817,000
Income before Income Taxes	61,309,000	27,885,000
(Provision) Benefit for Income Taxes	(7,160,000)	(4,706,000)
Net Income	54,149,000	23,179,000
Earnings per Common Share -
Basic	1.71	0.75
Diluted	1.69	0.74
Weighted Average Shares
Outstanding -
Basic	31,673,000	31,044,000
Diluted	32,099,000	31,534,000
	FOR THE FISCAL YEAR ENDED SEPTEMBER 30,
	2007	2006
Revenues	$ 403,037,000	$ 276,625,000
Income before Income Taxes	159,959,000	91,836,000
(Provision) Benefit for Income Taxes	(20,935,000)	(5,714,000)
Net Income	139,024,000	86,122,000
Earnings per Common Share -
Basic	4.44	2.78
Diluted	4.37	2.74
Weighted Average Shares
Outstanding -
Basic	31,343,000	30,936,000
Diluted	31,814,000	31,442,000

NEW CONTRACT AWARDED TO ATWOOD SOUTHERN CROSS -

ATWOOD OCEANICS, INC. also announced that the ATWOOD SOUTHERN CROSS, owned and operated by our wholly owned subsidiary Atwood Oceanics Pacific Limited, has been awarded a contract by ENI Spa AGIP Exploration & Production Division (“ENI”) to drill two (2) wells plus options for two (2) additional wells. The contract provides for an operating dayrate of $406,000. The drilling of the two (2) firm wells is estimated to take one hundred-fifty (150) days to complete and if both option wells are drilled, the contract could extend another ninety (90) days. This contract will commence immediately upon the rig completing its current contract commitments with Melrose Resources and Turkiye Petrolleri A.O. (“TPAO”) (estimated February 2008). The contract provides that ENI will provide the tow vessel to move the rig to its drilling site and pay a dayrate of $365,000 during the mobilization period (estimated ten (10) days), as well as pay a dayrate of $395,000 while the rig is being certified by Italian authorities (estimated ten (10) days) prior to commencing drilling operations.

                                                  Contact: Jim Holland

(281) 749-7804

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,
	2007	2006	2007	2006
REVENUES:
Contract drilling	$ 121,604	$ 81,817	$ 400,479	$ 276,625
Business interruption proceeds	-	-	2,558	-
	121,604	81,817	403,037	276,625
COSTS AND EXPENSES:
Contract drilling	46,738	41,190	186,949	144,366
Depreciation	8,584	7,612	33,366	26,401
General and administrative	5,938	5,202	23,929	20,630
Gain on sale of equipment	(73)	(198)	(414)	(10,548)
	61,187	53,806	243,830	180,849
OPERATING INCOME	60,417	28,011	159,207	95,776
OTHER INCOME (EXPENSE)
Interest expense	(837)	(1,628)	(4,330)	(6,797)
Capitalized interest	465	1,104	2,641	1,631
Interest income	1,264	398	2,441	1,226
	892	(126)	752	(3,940)
INCOME BEFORE INCOME TAXES	61,309	27,885	159,959	91,836
PROVISION FOR INCOME TAXES	7,160	4,706	20,935	5,714
NET INCOME	$ 54,149	$ 23,179	$ 139,024	$ 86,122
EARNINGS PER COMMON SHARE:
Basic	$ 1.71	$ 0.75	$ 4.44	$ 2.78
Diluted	1.69	0.74	4.37	2.74
AVERAGE COMMON SHARES OUTSTANDING:
Basic	31,673	31,044	31,343	30,936
Diluted	32,099	31,534	31,814	31,442

EX-99

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

(Unaudited)

FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 2007
			CONTRACT
			DRILLING
		REVENUES	COSTS
	(In Millions)
ATWOOD SOUTHERN CROSS		$ 25.8	$ 5.7
ATWOOD HUNTER		25.1	6.2
ATWOOD FALCON		16.7	5.5
ATWOOD EAGLE		14.8	8.7
VICKSBURG		13.8	3.9
ATWOOD BEACON		10.5	4.2
RICHMOND		7.5	3.3
SEAHAWK		7.3	7.1
AUSTRALIA MANAGEMENT CONTRACTS		0.1	0.2
OTHER		-	1.9
		121.6	46.7
FOR THE TWELVE MONTHS ENDED
SEPTEMBER 30, 2006
			CONTRACT
			DRILLING
		REVENUES	COSTS
	(In Millions)
ATWOOD HUNTER		$ 85.4	$ 25.2
ATWOOD SOUTHERN CROSS		62.3	20.7
ATWOOD EAGLE		58.4	35.0
ATWOOD FALCON		50.5	23.6
VICKSBURG		40.0	14.0
ATWOOD BEACON		39.8	15.5
SEAHAWK		30.6	28.2
RICHMOND		29.5	13.1
AUSTRALIA MANAGEMENT CONTRACTS		6.5	5.1
OTHER		-	6.5
		403.0	186.9

EX-99

EXHIBIT 99.4
ATWOOD OCEANICS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
	Sep 30, 2007	Sep 30, 2006
	(In Thousands)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$ 100,361	$ 32,276
Accounts receivable, net of an allowance
of $164 and $750 at September 30, 2007
and 2006, respectively	76,597	80,222
Income tax receivable	1,870	65
Insurance receivable	-	550
Inventories of materials and supplies	26,721	22,124
Deferred tax assets	390	2,563
Prepaid expenses and deferred costs	10,240	9,873
Total Current Assets	216,179	147,673
NET PROPERTY AND EQUIPMENT	493,851	436,166
DEFERRED COSTS AND OTHER ASSETS	7,694	9,990
	$ 717,724	$ 593,829
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of notes payable	$ 18,000	$ 36,000
Accounts payable	11,769	11,760
Accrued liabilities	27,861	13,201
Deferred credits	-	404
Total Current Liabilities	57,630	61,365
LONG-TERM DEBT,
net of current maturities:	-	28,000
	-	28,000
LONG TERM LIABILITIES:
Deferred income taxes	14,729	18,591
Deferred credits	24,093	23,284
Other	5,417	3,695
	44,239	45,570
SHAREHOLDERS' EQUITY:
Preferred stock, no par value;
1,000 shares authorized, none outstanding	-	-
Common stock, $1 par value, 50,000 shares
authorized with 31,675 and 31,046 issued
and outstanding at September 30, 2007
and 2006, respectively	31,675	31,046
Paid-in capital	133,224	115,916
Retained earnings	450,956	311,932
Total Shareholders' Equity	615,855	458,894
	$ 717,724	$ 593,829

EX-99

EXHIBIT 99.5

ATWOOD OCEANICS, INC. AND SUBSIDIARIES FLEET STATUS REPORT

AS OF NOVEMBER 28, 2007

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 Iraqand 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, 2006, 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, 2007/MONTH ENDED SEPTEMBER 30, 2007 ONLY	ADDITIONAL COMMENTS
SEMISUBMERSIBLES:
ATWOOD EAGLE	5000’	Australia	BHP BILLITON PETROLEUM PTY (“BHPB”)	FIRM WORK – (4 wells) May 2008	1 wells at approximately $160,000 3 wells at approximately $170,000	$96,000/$93,000	Wells are subject to a change in sequence and a portion of the dayrate is subject to some change due to currency exchange rate variance.

1

		Australia	ENI Spa AGIP EXPLORATION & PRODUCTION DIVISION (“ENI”)	FIRM WORK – (1 well) June/July 2008	$360,000	N/A	We expect the well to take 40 to 45 days to complete.
		Australia	WOODSIDE ENERGY LTD (“WOODSIDE”)	FIRM WORK – (2 years) June/July 2010	$405,000	N/A	A portion of the dayrate is subject to some change due to currency exchange rate variance.
		Australia	N/A	N/A	N/A	N/A	The rig is expected to incur around fifteen (15) zero rate days during the first quarter of fiscal year 2008 for required regulatory inspections and planned maintenance.
ATWOOD HUNTER	5,000’	Egypt	BURULLUS GAS CO. (“BURULLUS”)	FIRM WORK – December 2007	$325,000	$67,000/$72,000
		Mobilization to Malta	BURULLUS	FIRM WORK – December 2007 (Estimated 7 Days)	$319,500	N/A
		SHIPYARD	N/A	January 2008 (Estimated December 26, 2007 through January 15, 2008)	ZERO RATE	N/A
		Tow to Mauritania	WOODSIDE (Reinstatement of suspended contract)	February 2008 (Estimated 21 Days)	$228,000	N/A
		Mauritania	WOODSIDE	FIRM WORK July 2008	$240,000

2

			TBD	WOODSIDE	OPTIONS – Two (2) six-month options. July 2009, if exercised at negotiated market rate. (Agreement has to be executed by December 2007)	TBD	N/A
			TBD	N/A	N/A	N/A	N/A	The rig is expected to be in a Malta shipyard at zero rate from December 26, 2007 through January 15, 2008 undergoing certain equipment upgrades. The rig could also incur ten (10) zero rate days in the fourth quarter of fiscal year 2009 for regulatory inspections. Thus far, in the first quarter of fiscal year 2008, the rig has incurred three (3) zero rate day due to an equipment related issue.
ATWOOD FALCON		5,000’	Malaysia	SARAWAK SHELL BERHAD (“SHELL”) Currently working for Petronas Carigali Sdn. Bhd. under an assignment from Shell. Immediately upon completion of the Petronas work (estimated December 2007), the rig will return to work for Shell.	FIRM WORK – July 2009	$160,000/ $200,000 (dayrate depends on water depth of each well) plus approximately $24,000 of amortized per day revenue	$60,000/$56,000	Most of the work during this period is expected to be at the $160,000 dayrate level. (The rig could incur 5 to 10 zero rate days during the fourth quarter of fiscal year 2008 or first quarter of fiscal year 2009 due to required regulatory inspections.)
			Malaysia	SHELL	OPTION – (1 year)	TBD	N/A
ATWOOD SOUTHERN CROSS	2,000’		Black Sea	MELROSE RESOURCES (“MELROSE”)	FIRM WORK – December 2007	$145,000	$63,000/$74,000

3

	Black Sea	MELROSE	FIRM WORK– December 2007	$380,000	N/A
	Mobilized out of Black Sea (estimated to take 15 to 20 days)	MELROSE	FIRM WORK– December 2007/January 2008	$100,000
	TBD	TURKIYE PETROLLERI A.O. (“TPAO”)	FIRM WORK – February 2008	$320,000	N/A
	Italy	ENI Spa AGIP EXPLORATION & PRODUCTION DIVISION (“ENI”)	FIRM WORK – Mobilization (estimated ten (10) days) February 2008	$365,000
	Italy	ENI	FIRM WORK – Italian Certification (estimated ten (10) days) February 2008	$395,000
	Italy	ENI	FIRM WORK – (2 Wells) July 2008	$406,000
	Italy	ENI	OPTIONS – (2 Wells) October 2008 (if both wells drilled)	$406,000
	TBD	N/A	N/A	N/A	N/A	The rig could incur four to ten zero rate days during the second quarter of fiscal year 2008 for some maintenance work.
CANTILEVER JACK-UPS:

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ATWOOD BEACON	400’	India	GUJARAT STATE PETROLEUM CORPORATION LTD (“GSPC”)	FIRM WORK – January 2008		$113,000	$45,000/$50,000
		India	GSPC	FIRM WORK – (12 months) January 2009		$133,500	N/A	The rig could incur three (3) zero rate days during the second quarter of fiscal year 2008 for required inspections.
		India	GSPC	OPTIONS – (1 year)		TBD	N/A
VICKSBURG	300’	Thailand	CHEVRON OVERSEAS PETROLEUM (“CHEVRON”)	FIRM WORK – June 2009		$154,000	$42,000/$43,000
SEMISUBMERSIBLE TENDER ASSIST UNIT:
SEAHAWK	1,800’	Equatorial Guinea	AMERADA HESS EQUATORIAL GUINEA, INC. (“HESS”)		FIRM WORK – September 2008	$76,000 (plus approximately $19,000 of amortized per day revenue.)	$78,000/$85,000	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. Thus far, in the first quarter of fiscal year 2008, the rig has incurred sixteen (16) zero rate days due to equipment related issues.

5

		Equatorial Guinea	HESS	OPTIONS – (2 years) September 2010 (if all four six-month options are exercised)	$76,000	N/A	Dayrate subject to increase due to contract cost escalations.
SUBMERSIBLE:
RICHMOND	70’	US Gulf of Mexico	HELIS OIL & GAS	FIRM WORK – December 2007	$80,000	$36,000/$41,000	The rig is currently in a shipyard undergoing an approximate $14 million of life enhancing upgrades, which currently is expected to take around seventy (70) days to complete. The depreciable life of the rig will be extended seven years from January 1, 2008. Work for the rig following the upgrade is currently being pursued.

NOTE – EXPECTED TAX RATE

1) The effective tax rate for fiscal year 2007 was 13%. 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 2008 will be around 15%.

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

PER DAY FOR THE THREE MONTHS SEPTEMBER 2007 $ 20, 000

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