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: MAY 8, 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 May 8, 2008, the Company announced its earnings for the Fiscal Year 2008 Second Quarter ended March 31, 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 c onsolidated s tatements of o perations for the three months and six months ended March 31, 2008 and 2007, an analysis of r evenues and contract d rilling c osts for the three months and six months ended March 31, 2008 and 2007 and condensed consolidated balance sheets at March 31, 2008 and September 30, 2007 are attached her eto 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 May 8, 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 EAGLE is preparing to commence its one-well drilling program for ENI Spa AGIP Exploration & Production Division (“ENI”) which is estimated to take 45 days to complete at a dayrate of $360,000. Following completion of the ENI drilling program (estimated mid to late June 2008), the rig will commence drilling under its two-year commitment with Woodside Energy Limited at a dayrate of $405,000. The ATWOOD SOUTHERN CROSS is preparing to commence drilling a two-well program for ENI offshore Italy. This drilling program is expected to take until August/September 2008 to complete with a dayrate of $406,000 plus estimated daily equipment rental fee of $20,000.

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 MAY 8, 2008

EXHIBIT 99.2 CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 2008 AND 2007

EXHIBIT 99.3 ANALYSIS OF REVENUES AND CONTRACT DRILLING COSTS FOR

THE THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2008

EXHIBIT 99.4 CONDENSED CONSOLIDATED BALANCE SHEETS AT MARCH 31, 2008 AND SEPTEMBER 30, 2007

EXHIBIT 99.5 FLEET STATUS REPORT AT MAY 8, 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: May 8, 2008

EXHIBIT INDEX
 

EXHIBIT NO. DESCRIPTION

99.1      Press Release dated May 8, 2008

99.2                         Consolidated Statements of Operations for the Three Months and Six Months ended March 31, 2008 and 2007

99.3                         Analysis of Revenues and Drilling Costs for the Three Months and Six Months ended March 31, 2008

99.4                         Condensed Consolidated Balance Sheets at March 31, 2008 and September 30, 2007

               99.5                         Fleet Status Report at May 8, 2008
 

EX-99

EXHIBIT 99.1

Houston, Texas
8 May 2008
 
FOR IMMEDIATE RELEASE
 

EARNINGS-

Atwood Oceanics, Inc., (NYSE: ATW) Houston-based International Drilling Contractor, announced today that the Company earned net income of $41,755,000 or $1.30 per diluted share, on revenues of $113,530,000 for the quarter ended March 31, 2008 compared to net income of $31,757,000 or $1.01 per diluted share, on revenues of $94,262,000 for the quarter ended March 31, 2007. For the six months ended March 31, 2008, the Company earned net income of $80,304,000 or $2.49 per diluted share, on revenues of $224,578,000 compared to net income of $52,842,000 or $1.67 per diluted share, on revenues of $183,062,000 for the six months ended March 31, 2007.
  

	FOR THE THREE MONTHS ENDED MARCH 31,
	2008	2007
Revenues	$ 113,530,000	$ 94,262,000
Income before Income Taxes	46,354,000	37,618,000
Provision for Income Taxes	(4,599,000)	(5,861,000)
Net Income	41,755,000	31,757,000
Earnings per Common Share -
Basic	1.31	1.02
Diluted	1.30	1.01
Weighted Average Shares
Outstanding -
Basic	31,801,000	31,148,000
Diluted	32,214,000	31,577,000
	FOR THE SIX MONTHS ENDED MARCH 31,
	2008	2007
Revenues	$ 224,578,000	$ 183,062,000
Income before Income Taxes	89,465,000	62,081,000
Provision for Income Taxes	(9,161,000)	(9,239,000)
Net Income	80,304,000	52,842,000
Earnings per Common Share -
Basic	2.53	1.70
Diluted	2.49	1.67
Weighted Average Shares
Outstanding -
Basic	31,743,000	31,104,000
Diluted	32,188,000	31,595,000

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		Six Months Ended
	March 31,		March 31,
	2008	2007	2008	2007
REVENUES:
Contract drilling	$ 113,530	$ 94,262	$ 224,578	$ 180,504
Business interruption proceeds	-	-	-	2,558
	113,530	94,262	224,578	183,062
COSTS AND EXPENSES:
Contract drilling	51,845	43,617	102,905	92,727
Depreciation	8,586	8,329	17,043	16,344
General and administrative	7,173	4,851	15,482	12,042
Gain on sale of equipment	(112)	(137)	(85)	(184)
	67,492	56,660	135,345	120,929
OPERATING INCOME	46,038	37,602	89,233	62,133
OTHER INCOME (EXPENSE)
Interest expense, net of capitalized interest	(139)	(388)	(942)	(925)
Interest income	455	404	1,174	873
	316	16	232	(52)
INCOME BEFORE INCOME TAXES	46,354	37,618	89,465	62,081
PROVISION FOR INCOME TAXES	4,599	5,861	9,161	9,239
NET INCOME	$ 41,755	$ 31,757	$ 80,304	$ 52,842
EARNINGS PER COMMON SHARE:
Basic	1.31	1.02	2.53	1.70
Diluted	1.30	1.01	2.49	1.67
AVERAGE COMMON SHARES OUTSTANDING:
Basic	31,801	31,148	31,743	31,104
Diluted	32,214	31,577	32,188	31,595

EX-99

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

(Unaudited)
 

	FOR THE THREE MONTHS ENDED
	MARCH 31, 2008
		CONTRACT
		DRILLING
	REVENUES	COSTS
	(In Millions)
ATWOOD HUNTER	$ 17.4	$ 6.9
ATWOOD EAGLE	14.9	10.2
ATWOOD FALCON	16.7	5.9
ATWOOD SOUTHERN CROSS	26.5	8.7
ATWOOD BEACON	11.6	5.0
VICKSBURG	14.8	4.4
SEAHAWK	8.6	7.7
RICHMOND	3.0	2.9
OTHER	-	0.1
	113.5	51.8
	FOR THE SIX MONTHS ENDED MARCH 31,
	2008	2007
		CONTRACT
		DRILLING
	REVENUES	COSTS
	(In Millions)
ATWOOD SOUTHERN CROSS	$ 46.8	$ 16.3
ATWOOD HUNTER	46.1	14.5
ATWOOD FALCON	33.9	11.4
VICKSBURG	28.7	8.8
ATWOOD EAGLE	27.2	20.1
ATWOOD BEACON	22.2	9.4
SEAHAWK	15.8	16.3
RICHMOND	3.9	4.7
OTHER	-	1.4
	224.6	102.9

EX-99

EXHIBIT 99.4
ATWOOD OCEANICS, INC. AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
	Mar 31, 2008	Sep 30, 2007
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$ 99,206	$ 100,361
Accounts receivable, net of an allowance
of $814 and $164 at March 31, 2008
and September 30, 2007, respectively	84,026	76,597
Income tax receivable	1,200	1,870
Inventories of materials and supplies	31,802	26,721
Deferred tax assets	-	390
Prepaid expenses and deferred costs	6,342	10,240
Total Current Assets	222,576	216,179
NET PROPERTY AND EQUIPMENT	608,489	493,851
DEFERRED COSTS AND OTHER ASSETS	6,496	7,694
	$ 837,561	$ 717,724
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of notes payable	$ -	$ 18,000
Accounts payable	14,890	11,769
Accrued liabilities	35,341	27,861
Total Current Liabilities	50,231	57,630
LONG-TERM DEBT,
net of current maturities:	50,000	-
	50,000	-
LONG TERM LIABILITIES:
Deferred income taxes	12,629	14,729
Deferred credits	15,617	24,093
Other	7,799	5,417
	36,045	44,239
SHAREHOLDERS' EQUITY:
Preferred stock, no par value;
1,000 shares authorized, none outstanding	-	-
Common stock, $1 par value, 90,000 shares
authorized with 31,859 and 31,675 issued
and outstanding at March 31, 2008
and September 30, 2007, respectively	31,859	31,675
Paid-in capital	139,705	133,224
Retained earnings	529,721	450,956
Total Shareholders' Equity	701,285	615,855
	$ 837,561	$ 717,724

EX-99

EXHIBIT 99.5

ATWOOD OCEANICS, INC. AND SUBSIDIARIES FLEET STATUS REPORT
AS OF MAY 8, 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 MARCH 31 , 2008 /MONTH ENDED MARCH 31, 200 8 ONLY	ADDITIONAL COMMENTS
SEMISUBMERSIBLES:
ATWOOD EAGLE		5000’	Australia	ENI Spa AGIP EXPLORATION & PRODUCTION DIVISION	FIRM WORK – (1 well) End of June 2008		Approximately $360,000	$112,000/$115,000	A portion of the dayrate is subject to some change due to currency exchange rate variance. We expect the well to take 40 to 45 days to complete.
			Australia	WOODSIDE ENERGY LTD (“WOODSIDE”)	FIRM WORK – (2 years) June 2010		Approximately $405,000	N/A	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 provision of contract.
			Australia	CHEVRON	OPTION WORK – Has option to continue to use rig for a mutually agreed term after the new semisubmersible arrives in Australia.		$430,000/$450,000	N/A	Subject to change due to cost escalation provision of contract.
ATWOOD HUNTER		5,000’	Mauritania	PETRONAS CARIGALI SDN. BHD. From Farmout of WOODSIDE CONTRACT	FIRM WORK September 2008		$240,000	$ 76,000/$67,000
			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 – July 2009		$160,000/ $200,000 (dayrate depends on water depth of each well) plus approximately $24,000 of amortized per day revenue	$6 5 ,000/$53,000	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 first quarter of fiscal year 2009 due to required regulatory inspections.)
			Malaysia	SHELL	OPTION – (1 year)		TBD	N/A
ATWOOD SOUTHERN CROSS	2,000’		Italy	ENI Spa AGIP EXPLORATION & PRODUCTION DIVISION (“ENI”)	FIRM WORK – (2 Wells) August/September 2008		$406,000 (plus approximately $20,000 of per day rental fee)	$95,000/$109,000	During the time of the ENI work per day revenues and costs will be increased by approximately $20,000 due to rental of certain equipment requested by ENI. The rig could incur two (2) zero rate days during the third quarter of fiscal year 2008.
CANTILEVER JACK-UPS:
ATWOOD BEACON	400’		India	GUJARAT STATE PETROLEUM CORPORATION LTD (“GSPC”)	FIRM WORK – January 2009		$133 , 500	$55,000/$57,000		The rig could incur three (3) zero rate days during the third quarter of fiscal year 2008 for required inspections.
			India	GSPC	OPTIONS – (1 year)		TBD	N/A
VICKSBURG	300’		Thailand	CHEVRON OVERSEAS PETROLEUM	FIRM WORK – June 2009		$154,000	$4 8 ,000/$43,000
SEMISUBMERSIBLE TENDER ASSIST UNIT:
SEAHAWK	1,800’		Equatorial Guinea	AMERADA HESS EQUATORIAL GUINEA, INC. (“HESS”)		FIRM WORK – March 2009	$76 , 000 (plus approximately $ 17,000 of amortized per day revenue.)	$8 4 ,000/$84,000 (The rig could incur three (3) to five (5) days of zero rate days during the third quarter of fiscal year 2008 for some equipment upgrades.)		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 years) September 2010 (if all the three (3) 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	CONTANGO OPERATIONS INC. (“CONTANGO”)		FIRM WORK – (2 Wells) July 2008	$65,000	$ 33,000/$33,000
			US Gulf of Mexico	CONTANGO		OPTION – (1 Well) September 2008	$65,000	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 the remainder of fiscal year 2008 to be approximately 10%.

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

AVERAGE PER DAY FOR THE THREE MONTHS ENDED MARCH 2008           $ 1,000

(Average per day of “other drilling costs” was low in the March 2008 quarter due to approximately $800,000 or $9,000 per day of currency exchange gain).

(We expect other drilled costs for the quarter ending June 30, 2008 to be between $10,000 and $15,000

Assuming no significant currency exchange gains or losses.)