Pride International 10Q 2006 Q1 Quarterly report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended March 31, 2006
or

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

Commission file number: 1-13289

Pride International, Inc.

(Exact name of registrant as specified in its charter)


Delaware		76-0069030
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

5847 San Felipe, Suite 3300 Houston, Texas		77057 (Zip Code)
(Address of principal executive offices)

(713) 789-1400

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practical date.

Outstanding as of June 22, 2006

Common Stock, par value $.01 per share

163,741,095

Table of Contents


		Page

Part I — Financial Information
Item 1.	Financial Statements		1
	Consolidated Balance Sheets — March 31, 2006 and December 31, 2005		1
	Consolidated Statements of Operations — Three months ended March 31, 2006 and 2005		2
	Consolidated Statements of Cash Flows — Three months ended March 31, 2006 and 2005		3
	Notes to Unaudited Consolidated Financial Statements		4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		30
Item 4.	Controls and Procedures		30

Part II — Other Information
Item 1.	Legal Proceedings		31
Item 1A.	Risk Factors		31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		32
Item 6.	Exhibits		32
Signatures			33
Computation of Ratio of Earnings to Fixed Charges
Consent of PricewaterhouseCoopers LLP
Certification of CEO pursuant to Section 302
Certification of CFO pursuant to Section 302
Certification of CEO and CFO pursuant to Section 906

PART I — FINANCIAL INFORMATION


Item 1.	*Financial Statements*

Pride International, Inc.

Consolidated Balance Sheets


			March 31,			December 31,
			2006			2005

			(Unaudited)			(Audited)
			(In millions)
ASSETS
Current assets:
	Cash and cash equivalents		$	139.9		$	45.1
	Restricted cash			1.9			1.8
	Trade receivables, net			451.3			435.5
	Parts and supplies, net			67.6			70.2
	Prepaid expenses and other current assets			131.3			135.7

		Total current assets		792.0			688.3
Property and equipment				4,766.0			4,762.0
Less accumulated depreciation				1,631.1			1,580.3

	Property and equipment, net			3,134.9			3,181.7

Investments in and advances to affiliates				69.1			68.0
Goodwill				68.5			68.5
Other assets				71.9			80.0

Total assets			$	4,136.4		$	4,086.5


LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
	Current portion of long-term debt		$	55.2		$	57.5
	Short-term borrowings			2.3			2.2
	Accounts payable			149.2			159.8
	Accrued expenses			233.3			255.0

		Total current liabilities		440.0			474.5
Other long-term liabilities				66.8			69.3
Long-term debt, net of current portion				1,153.5			1,187.3
Deferred income taxes				96.7			71.7
Minority interest				25.6			24.3
Commitments and contingencies
Stockholders’ equity:
	Preferred stock			—			—
	Common stock			1.6			1.6
	Paid-in capital			1,761.7			1,743.6
	Treasury stock, at cost			(6.1	)		(5.5	)
	Retained earnings			593.0			522.5
	Accumulated other comprehensive income			3.6			2.3
	Unearned compensation			—			(5.1	)

		Total stockholders’ equity		2,353.8			2,259.4

Total liabilities and stockholders’ equity			$	4,136.4		$	4,086.5

The accompanying notes are an integral part of the consolidated financial statements.

Pride International, Inc.

Consolidated Statements of Operations


		Three Months Ended
		March 31,

		2006			2005

		(In millions, except
		per share amounts)
		(Unaudited)
Revenues		$	566.9		$	466.2
Operating costs, excluding depreciation and amortization			372.3			323.3
Depreciation and amortization			65.5			65.1
General and administrative, excluding depreciation and amortization			26.0			19.6
Gain on sales of assets, net			(26.7	)		(11.7	)

Earnings from operations			129.8			69.9
Interest expense			(19.7	)		(24.5	)
Interest income			0.8			0.3
Other income, net			2.4			2.0

Income from continuing operations before income taxes and minority interest			113.3			47.7
Income taxes			(42.2	)		(23.1	)
Minority interest			(1.4	)		(6.3	)

Income from continuing operations			69.7			18.3
Income from discontinued operations			0.8			—

Net income		$	70.5		$	18.3

Basic earnings per share:
	Income from continuing operations	$	0.43		$	0.13
	Income from discontinued operations		0.01			—

	Net income	$	0.44		$	0.13

Diluted earnings per share:
	Income from continuing operations	$	0.40		$	0.12
	Income from discontinued operations		0.01			—

	Net income	$	0.41		$	0.12

Shares used in per share calculations:
	Basic		162.1			137.7
	Diluted		176.4			158.6

The accompanying notes are an integral part of the consolidated financial statements.

Pride International, Inc.

Consolidated Statements of Cash Flows


				Three Months Ended
				March 31,

				2006			2005

				(In millions)
				(Unaudited)
Cash flows from operating activities:
	Net income			$	70.5		$	18.3
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation and amortization			65.5			65.1
		Gain on sale of assets			(26.7	)		(11.7	)
		Tax benefit on non-qualified stock options			—			8.2
		Deferred income taxes			25.5			3.6
		Minority interest			1.4			6.3
		Stock-based compensation			2.9			0.5
		Gain on mark-to-market of derivatives			(1.2	)		(4.1	)
		Other non-cash items			3.9			2.5
		Changes in assets and liabilities, net of effects of acquisitions:
			Trade receivables		(15.8	)		(31.1	)
			Parts and supplies		(0.3	)		(3.4	)
			Prepaid expenses and other current assets		9.1			7.4
			Other assets		5.5			(7.3	)
			Accounts payable		(10.4	)		8.2
			Accrued expenses		(22.3	)		(21.6	)
			Other liabilities		(1.8	)		4.1

Net cash flows from operating activities					105.8			45.0

Cash flows from investing activities:
	Purchases of property and equipment				(46.0	)		(26.9	)
	Proceeds from dispositions of property and equipment				51.9			41.8
	Investments in and advances to affiliates				(0.9	)		(4.8	)

Net cash flows from investing activities					5.0			10.1

Cash flows from financing activities:
	Repayments of borrowings				(202.2	)		(168.1	)
	Proceeds from debt borrowings				166.0			86.0
	Decrease (increase) in restricted cash				(0.1	)		0.1
	Proceeds from exercise of stock options				18.9			34.1
	Proceeds from issuance of common stock				1.4			1.3

Net cash flows from financing activities					(16.0	)		(46.6	)

Increase in cash and cash equivalents					94.8			8.5
Cash and cash equivalents, beginning of period					45.1			37.1

Cash and cash equivalents, end of period				$	139.9		$	45.6

The accompanying notes are an integral part of the consolidated financial statements.

Pride International, Inc.

Notes to Unaudited Consolidated Financial Statements


NOTE 1.	GENERAL


	*Nature of Operations*

Pride International, Inc. (“Pride,” “we,” “our” or “us”) is a leading international provider of contract drilling and related services, operating both offshore and on land. We provide contract drilling services to oil and natural gas exploration and production companies through the use of mobile offshore and land-based drilling rigs in U.S. offshore, international offshore and international land markets.


	*Basis of Presentation*

Our unaudited consolidated financial statements included herein have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. We believe that the presentation and disclosures herein are adequate to make the information not misleading. In the opinion of management, the unaudited consolidated financial information included herein reflects all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods presented. These unaudited consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2005. The results of operations for the interim periods presented herein are not necessarily indicative of the results to be expected for a full year or any other interim period.

In the notes to the unaudited consolidated financial statements, all dollar and share amounts, other than per share amounts, in tabulations are in millions of dollars and shares, respectively, unless otherwise noted.


	*Management Estimates*

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.


	*Reclassifications*

Certain reclassifications have been made to the prior periods’ consolidated financial statements to conform with the current period presentation.


NOTE 2.	STOCK-BASED COMPENSATION

On January 1, 2006, we adopted the revised Statement of Financial Accounting Standards (“SFAS”) No. 123(R),Share-Based Payment,using the modified prospective method. SFAS No. 123(R) is a revision of SFAS No. 123,Accounting for Stock-Based Compensation,and supersedes Accounting Principles Board Opinion No. 25,Accounting for Stock Issued to Employees(“APB No. 25”). SFAS No. 123(R) requires that companies recognize compensation expense for awards of equity instruments to employees based on the grant-date fair value of those awards. That cost is to be recognized over the period during which an employee is required to provide service in exchange for the award. The fair value is to be estimated using an option pricing model. Excess tax benefits, as defined in SFAS No. 123(R), are recognized as an addition to paid-in capital and are required to be reported as a financing cash flow, rather than as an operating cash flow as prescribed under the prior accounting rules.

Pride International, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

Prior to January 1, 2006, we had accounted for stock-based compensation under APB No. 25 and had provided pro forma disclosure amounts in accordance with SFAS No. 148,Accounting for Stock-Based Compensation — Transition and Disclosure, as if the fair value method defined by SFAS No. 123 had been applied to our stock-based compensation. Under APB No. 25, no compensation expense was recognized for stock options or for our employee stock purchase plan (“ESPP”). Compensation expense was, however, recognized for our restricted stock awards.

In 2006, we reevaluated our assumptions used in estimating the fair value of stock options granted. As part of this assessment, we determined that implied volatility calculated based on actively traded options on our common stock is a better indicator of expected volatility and future stock price trends than historical volatility. As a result, expected volatility for the three months ended March 31, 2006 was based on a market-based implied volatility. We used the Black-Scholes option pricing model to value the stock options. The expected life computation is based on historical exercise patterns and post-vesting termination behavior over the past 12 years. The risk-free interest rate is based on the implied yield currently available on U.S. Treasury zero coupon issues with a remaining term equal to the expected life. Expected dividend yield is based on historical dividend payments.

The fair value of stock-based awards is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions:


	Stock Options

	Three Months Ended						ESPP
	March 31,
							Three Months Ended
	2006			2005			March 31, 2006

Dividend yield		0	%		0	%		0	%
Expected volatility		33	%		31	%		32	%
Risk-free interest rate		4.6	%		3.7	%		4.5	%
Expected life		6.3 years			5.0 years			1.0 year
Weighted average grant-date fair value of stock options granted	$	14.20		$	6.87		$	10.08

Under the modified prospective method, stock-based compensation expense for the first quarter of 2006 includes compensation expense for all stock-based compensation awards granted prior to, but not yet vested as of, January 1, 2006, based on the grant date fair value estimated in accordance with the original provision of SFAS No. 123. Stock-based compensation expense for all stock-based compensation awards granted after January 1, 2006 is based on the grant date fair value estimated in accordance with SFAS No. 123(R). We recognize these compensation costs net of an estimated forfeiture rate and recognize the compensation costs for only those shares expected to vest on a straight-line basis over the requisite service period of the award, which is generally the option vesting term.

Pride International, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

The adoption of SFAS No. 123(R) resulted in a change in our method of recognizing the fair value of stock-based compensation and estimating forfeitures for all unvested awards. Specifically, the adoption of SFAS No. 123(R) resulted in our recording compensation expense for employee stock options and our ESPP. Stock-based compensation expense related to stock options, restricted stock and the ESPP was allocated as follows:


	Three Months Ended
	March 31, 2006

Operating costs, excluding depreciation and amortization	$	1.3
General and administrative, excluding depreciation and amortization		1.6

Stock-based compensation expense before income taxes		2.9
Income tax benefit		(1.0	)

Total stock-based compensation expense after income taxes	$	1.9

The following table shows the effect of adopting SFAS No. 123(R) on selected reported items (“As Reported”) and what those items would have been under previous guidance under APB No. 25:


	Three Months Ended
	March 31, 2006

	As			Under APB
	Reported			No. 25

Income from continuing operations before income taxes and minority interest	$	113.3		$	115.2
Net income		70.5			71.8
Cash flows from operating activities		105.8			103.9
Cash flows from financing activities		(16.0	)		(16.0	)
Basic earnings per share		0.44			0.44
Diluted earnings per share		0.41			0.42

Had compensation expense for stock options been determined based on fair value at the grant date consistent with SFAS No. 123, our net income and earnings per share for the three months ended March 31, 2005 would have been reduced to the pro forma amounts indicated below:


		Three Months Ended
		March 31, 2005

Net income, as reported		$	18.3
Add: Stock-based compensation included in reported net income, net of tax			0.3
Deduct: Stock-based employee compensation expense determined under the fair value method, net of tax			(4.1	)

Pro forma net income		$	14.5

Basic EPS:
	As reported	$	0.13
	Pro forma	$	0.11
Diluted EPS:
	As reported	$	0.12
	Pro forma	$	0.10

Pride International, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

Employee Stock Plans

Our employee stock option plans provide for the granting or awarding of stock options, restricted stock, stock appreciation rights, other stock-based awards and cash awards to directors, officers and other key employees. As of March 31, 2006, only two of our stock option plans had shares available for future issuance. The number of shares authorized and reserved for future issuance under the 1998 Long-Term Incentive Plan is limited to 10% of total issued and outstanding shares, subject to adjustment in the event of certain changes in our corporate structure or capital stock. No new awards may be made under the plan after May 12, 2008. As of March 31, 2006, a total of 0.4 million shares had been reserved for issuance pursuant to awards granted under the 2004 Directors’ Stock Incentive Plan.

The exercise price of stock options is equal to the fair market value of our common stock on the option grant date. The stock options vest over periods ranging from two years to four years and have a contractual term of 10 years. Vested options may be exercised in whole or in part at any time prior to the expiration date of the grant.

Awards of restricted stock and of restricted stock units consist of awards of our common stock, or awards denominated in common stock, that are subject to restrictions on transferability. Such awards are subject to forfeiture if employment terminates in certain circumstances prior to the release of the restrictions and vest one to four years from the date of grant. We expense the cost of the restricted stock awards, which is determined to be the fair market value of the shares at the date of grant, ratably over the period during which the restrictions lapse.

We also have an ESPP whereby eligible employees may purchase shares of our common stock at a price equal to 85% of the lower of the closing price of our common stock on the first or last trading day of the calendar year. As of March 31, 2006, a total of 0.5 million shares remained available for issuance under the plan.

The following table summarizes activity in our stock options:


				Weighted		Weighted
				Average		Average
				Exercise		Remaining		Aggregate
	Number of			Price Per		Contractual		Intrinsic
	Shares			Share		Term		Value

	(In thousands)					(In years)
Outstanding as of December 31, 2005		6,953		$	17.78
Granted		458			33.59
Exercised		(1,072	)		17.48
Forfeited		(8	)		19.45

Outstanding as of March 31, 2006		6,331		$	18.98		6.4	$	78.4

Exercisable as of March 31, 2006		4,921		$	17.48		5.6	$	67.4

The aggregate intrinsic value in the table above represents the total pretax intrinsic value (the difference between our closing stock price on the last trading day of the first quarter of 2006 and the exercise price, multiplied by the number ofin-the-money stock options) that would have been received by the stock option holders had all the holders exercised their stock options on March 31, 2006. This amount changes based on the fair market value of our stock.

Pride International, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

Other information pertaining to option activity was as follows:


	Three Months
	Ended March 31,

	2006		2005

Total fair value of stock options vested	$	3.1	$	7.4
Total intrinsic value of stock options exercised	$	17.9	$	29.6

For the three months ended March 31, 2006, cash received from the exercise of stock options was $18.9 million, and no income tax benefit was realized from the exercise of stock options. As a result of our net operating loss position as of March 31, 2006, our tax benefit of approximately $6.0 million will not be realized until such time as the net operating loss carryforwards are fully utilized. As of March 31, 2006, there was $11.9 million of total stock option compensation expense related to nonvested stock options not yet recognized, which is expected to be recognized over a weighted average period of 1.8 years.

The following table summarizes activity in our nonvested restricted stock awards:


				Weighted
				Average
				Grant-Date
	Number of			Fair Value
	Shares			Per Share

	(In thousands)
Nonvested at December 31, 2005		331		$	20.31
Granted		282			33.60
Vested		(81	)		19.82

Nonvested at March 31, 2006		532		$	27.43

As of March 31, 2006, there was $13.6 million of unrecognized stock-based compensation expense related to nonvested restricted stock awards. That cost is expected to be recognized over a weighted average period of 3.3 years. Prior to the January 1, 2006 adoption of SFAS 123(R), we accounted for restricted stock awards under APB No. 25. APB No. 25 required the full value of restricted stock awards to be recorded in stockholders equity with a deferred compensation balance recorded within equity for the unrecognized compensation cost. SFAS 123(R) does not consider the equity to be issued until the stock award vests. Accordingly, the deferred compensation balance of $5.1 million at December 31, 2005 was reclassified to additional paid in capital on January 1, 2006.

We deliver newly issued shares under our stock options plans and ESPP.


NOTE 3.	DISCONTINUED OPERATIONS

In 2001 and 2002, our Technical Services group entered into fixed-fee contracts to design, engineer, manage construction of and commission four deepwater platform drilling rigs for installation on spars and tension leg platforms. In 2004, we discontinued this business and do not currently intend to enter into additional business of this nature. Accordingly, we have reported our fixed-fee rig construction business as discontinued operations on our consolidated statements of operations. Income from discontinued operations for the three months ended March 31, 2006 and 2005 was approximately $800,000 and $0, respectively. Activity on discontinued operations consisted primarily of resolving commercial disputes and warranty items.

Pride International, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)


NOTE 4.	PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:


	March 31,			December 31,
	2006			2005

Rigs and rig equipment	$	4,527.0		$	4,556.8
Transportation equipment		35.9			36.1
Buildings		45.6			43.2
Construction-in-progress		96.6			63.3
Land		8.8			8.7
Other		52.1			53.9

Total property and equipment		4,766.0			4,762.0
Accumulated depreciation and amortization		(1,631.1	)		(1,580.3	)

Property and equipment, net	$	3,134.9		$	3,181.7

During the first quarter of 2006, we sold thePride Rotterdamfor $53.2 million, resulting in a pre-tax gain on the sale of $25.3 million. The proceeds from this sale were used to repay debt.


NOTE 5.	INVESTMENTS IN AFFILIATES

We have a 30% interest in a joint venture company that owns two dynamically-positioned, deepwater semisubmersible drilling rigs, thePride Portlandand thePride Rio de Janeiro. The joint venture company financed the cost of construction of these rigs through equity contributions and fixed rate notes, with repayment of the notes guaranteed by the United States Maritime Administration (“MARAD”). The notes are non-recourse to any of the joint venture partners.

We have entered into five year contracts for each of thePride Portland and thePride Rio de Janeiroto operate in Brazil. In order to obtain use of these semisubmersible drilling rigs, we entered into lease agreements with the joint venture company that require all revenues from the operations of the rigs, less operating costs and a management fee of $5,000 per day, to be paid to the joint venture company in the form of lease payments. The lease agreements also require the joint venture company to provide us with working capital necessary to operate the rigs, to fund capital improvements to the rigs and to fund any cash deficits incurred. During the three months ended March 31, 2006, we incurred lease expense of $11.1 million for the two rigs.

Additionally, we recognized revenues from the joint venture company of $5.1 million during the three months ended March 31, 2005 for managing the rigs prior to the commencement of the drilling contracts, which approximated the costs we incurred to provide such management.

Principal and interest payments totaling $43.7 million are due in 2006. We advanced the joint venture company $0.9 million during the three months ended March 31, 2006 for our share of operating costs and debt service payments. As of March 31, 2006, our investment in the joint venture company was approximately $67.3 million, including capitalized interest of $9.0 million.

Pride International, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)


NOTE 6.	INDEBTEDNESS


	*Short-Term Borrowings*

As of March 31, 2006, we had agreements with several banks for uncollateralized short-term lines of credit totaling $29.0 million (substantially all of which are uncommitted), primarily denominated in U.S. dollars. These facilities renew periodically and bear interest at variable rates based on LIBOR. As of March 31, 2006, $2.3 million was outstanding under these facilities and $26.7 million was available for borrowings.


	*Long-Term Debt*

Long-term debt consisted of the following:


	March 31,			December 31,
	2006			2005

Senior secured revolving credit facility	$	120.0		$	135.0
7³/8% Senior Notes due 2014		497.7			497.6
3¹/4% Convertible Senior Notes due 2033		300.0			300.0
Drillship loan facility due 2010		227.7			239.9
Semisubmersible loan due 2012		63.3			72.3

Total debt		1,208.7			1,244.8
Less current portion of long-term debt		(55.2	)		57.5

Long-term debt	$	1,153.5		$	1,187.3

Amounts drawn under the senior secured revolving credit facility bear interest at variable rates based on LIBOR plus a margin or prime rate plus a margin. The interest rate margin varies based on our leverage ratio. As of March 31, 2006, the weighted average interest rate on the senior secured revolving credit facility was 5.8%. As of March 31, 2006, there were $18.4 million of letters of credit outstanding under the facility, and availability was $361.6 million.


NOTE 7.	FINANCIAL INSTRUMENTS

We are subject to the risk of variability in interest payments on our floating rate debt, which includes the senior secured revolving credit facility and the drillship loan facility at March 31, 2006. The drillship loan facility requires the joint venture company that owns thePride AfricaandPride Angola to maintain interest rate swap and cap agreements.

As of March 31, 2006, we had not designated any of the interest rate swap and cap agreements as hedging instruments as defined by SFAS No. 133,Accounting for Derivative Instruments and Hedging Activities. Accordingly, the changes in fair value of the interest rate swap and cap agreements are recorded currently in earnings. The total aggregate fair value of the interest rate swap and cap agreements as of March 31, 2006 and December 31, 2005 was an asset of $6.5 million and $5.3 million, respectively.


NOTE 8.	INCOME TAXES

Our consolidated effective income tax rate for continuing operations for the three months ended March 31, 2006 was 37.3% compared with 48.4% for the three months ended March 31, 2005. The higher rate in 2005 was principally the result of higher income in high tax Latin America jurisdictions, lower income in low or zero tax jurisdictions and higher income tax expense in “deemed profit” jurisdictions, despite low or minimal earnings in such jurisdictions.

Pride International, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)


NOTE 9.	COMPREHENSIVE INCOME

Comprehensive income includes all changes in equity during a period except those resulting from investments by or distributions to owners. The components of our comprehensive income are as follows:


	Three Months
	Ended March 31,

	2006		2005

Net income	$	70.5	$	18.3
Foreign currency translation adjustments		1.3		(1.1	)

Total comprehensive income	$	71.8	$	17.2


NOTE 10.	EARNINGS PER SHARE

Basic earnings per share from continuing operations has been computed based on the weighted average number of shares of common stock outstanding during the applicable period. Diluted earnings per share from continuing operations has been computed based on the weighted average number of shares of common stock and common stock equivalents outstanding during the applicable period, as if stock options, convertible debentures and other convertible debt were converted into common stock, after giving retroactive effect to the elimination of interest expense, net of income taxes.

The following table presents information necessary to calculate basic and diluted earnings per share from continuing operations:


		Three Months
		Ended March 31,

		2006			2005

Income from continuing operations		$	69.7		$	18.3
Interest expense on convertible notes			2.6			2.3
Income taxes			(0.9	)		(0.8	)

Income from continuing operations, as adjusted		$	71.4		$	19.8
Weighted average shares of common stock outstanding			162.1			137.7
Convertible notes			11.7			18.1
Stock options			2.6			2.8

Weighted average shares of common stock outstanding, as adjusted			176.4			158.6
Earnings from continuing operations per share
	Basic	$	0.43		$	0.13
	Diluted	$	0.40		$	0.12

The calculation of diluted weighted average shares outstanding, as adjusted, for the three months ended March 31, 2006 and 2005 excludes 0.0 million and 11.7 million common shares, respectively, issuable pursuant to convertible debt, and 0.5 million and 0.3 million common shares, respectively, issuable pursuant to outstanding stock options. These shares were excluded from the calculation because their effect was antidilutive or the exercise price of stock options exceeded the average price of our common stock for the applicable period.


NOTE 11.	SEGMENT AND RELATED INFORMATION

Pride International, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

Western Hemisphere, which comprises our offshore drilling activity in Latin America, currently Brazil, Mexico and Venezuela; U.S. Gulf of Mexico, which comprises our U.S. offshore platform and jackup rig fleets; Latin America Land, which comprises our land drilling and workover activity currently in Argentina, Bolivia, Colombia, Mexico and Venezuela; and E&P Services, which comprises our services to exploration and production companies in Latin America.

Summarized financial information is shown in the following table. The “Corporate and Other” column includes corporate-related items and revenues and costs for engineering and management consulting services provided to our customers that were previously included in our Technical Services segment, which was discontinued in 2004.


			Three Months Ended
			March 31,

			2006			2005

Revenues:
	Eastern Hemisphere		$	164.6		$	143.9
	Western Hemisphere			119.5			109.2
	U.S. Gulf of Mexico			107.3			50.2
	Latin America Land			135.8			111.9
	E&P Services			39.7			50.6
	Corporate and Other			—			0.4

		Total		566.9			466.2

Earnings (loss) from operations:
	Eastern Hemisphere			65.0			40.0
	Western Hemisphere			12.6			17.3
	U.S. Gulf of Mexico			50.7			7.5
	Latin America Land			22.5			13.5
	E&P Services			4.2			5.8
	Corporate and Other			(25.2	)		(14.2	)

		Total	$	129.8		$	69.9

For the three months ended March 31, 2006, one customer accounted for 17.0% of consolidated revenues and is included in the Latin America Land and Western Hemisphere segments. For the three months ended March 31, 2005, one customer accounted for 15.0% of consolidated revenues and is included in the Latin America Land, Western Hemisphere and E&P Services segments, and an additional customer accounted for 10.7% of consolidated revenues and is included in the Western Hemisphere segment.


NOTE 12.	COMMITMENTS AND CONTINGENCIES


	*FCPA Investigation*

During the course of an internal audit and investigation relating to certain of our Latin American operations, our management and internal audit department received allegations of improper payments to foreign government officials. In February 2006, shortly after and as a result of certain statements that were made by an employee during the investigation, the Audit Committee of our Board of Directors assumed direct responsibility over the investigation and retained independent outside counsel to investigate the allegations, as well as corresponding accounting entries and internal control issues, and to advise the Audit Committee.

Pride International, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

The investigation, which is continuing, has found evidence suggesting that payments, which may violate the U.S. Foreign Corrupt Practices Act, were made beginning in early 2003 through 2005 to government officials in Latin America aggregating less than $1 million over the period. The evidence to date suggests that these payments primarily were made (a) to vendors with the intent that they would be transferred to government officials for the purpose of extending drilling contracts for two jackup rigs and one semisubmersible rig operating offshore Venezuela; (b) to one or more government officials, or to vendors with the intent that they would be transferred to government officials, for the purpose of collecting receivables for work completed under offshore drilling contracts in Venezuela; and (c) to one or more government officials in Mexico in connection with the clearing of a jackup rig and equipment through customs.

Our management and the Audit Committee of our Board of Directors believe it likely that members of our senior operations management either were aware, or should have been aware, that improper payments to foreign government officials were made or proposed to be made. We have placed certain members of our senior operations management on administrative leave pending the outcome of the investigation. Our Chief Operating Officer resigned as Chief Operating Officer effective on May 31, 2006 and has elected to retire from the company, although he will remain an employee, but not an officer, during the pendency of the investigation to assist us with the investigation and to be available for consultation and to answer questions relating to our business. His retirement benefits will be subject to the determination by our Audit Committee or our Board of Directors that it does not have cause (as defined in his retirement agreement with us) to terminate his employment.

We voluntarily disclosed information relating to the initial allegations and other information found in the investigation to the U.S. Department of Justice and the Securities and Exchange Commission and are cooperating with these authorities as the investigation continues and as they review the matter. If violations of the FCPA occurred, we could be subject to fines, civil and criminal penalties, equitable remedies, including profit disgorgement, and injunctive relief. Civil penalties under the antibribery provisions of the FCPA could range up to $10,000 per violation, with a criminal fine up to the greater of $2 million per violation or twice the gross pecuniary gain to us or twice the gross pecuniary loss to others, if larger. Civil penalties under the accounting provisions of the FCPA can range up to $500,000, and a company that knowingly commits a violation can be fined up to $25 million. In addition, both the SEC and the DOJ could assert that conduct extending over a period of time may constitute multiple violations for purposes of assessing the penalty amounts. Often, dispositions for these types of matters result in modifications to business practices and compliance programs and possibly a monitor being appointed to review future business and practices with the goal of ensuring compliance with the FCPA.

We could also face fines, sanctions and other penalties from authorities in the relevant foreign jurisdictions, including prohibition of our participating in or curtailment of business operations in those jurisdictions. Our customers in Venezuela and Mexico could seek to impose penalties or take other actions adverse to our interests. In addition, disclosure of the subject matter of the investigation could adversely affect our reputation and our ability to obtain new business or retain existing business from our current clients and potential clients, to attract and retain employees and to access the capital markets. No amounts have been accrued related to any potential fines, sanctions or other penalties.

Pride International, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)

Western Hemisphere segment, 16.6% of our revenues and 10.1% of our earnings from operations in our Latin America Land segment and 13.4% of our revenues and 20.8% of our earnings from operations in our E&P Services segment. As of March 31, 2006 and May 31, 2006, we had accounts receivable from Petróleos de Venezuela, S.A. totaling $36.5 million and $30.2 million, respectively.

While our investigation to date of these matters and related internal control systems and processes has been ongoing for some time, at this time there can be no assurances that the investigation will not uncover other violations within our global operations, including in countries outside Latin America.


	*Other Legal Proceedings*

In August 2004, we were notified that certain of our subsidiaries have been named, along with other defendants, in several complaints that have been filed in the Circuit Courts of the State of Mississippi by several hundred individuals that allege that they were employed by some of the named defendants between approximately 1965 and 1986. Additional suits have been filed since August 2004. The complaints allege that certain drilling contractors used products containing asbestos in offshore drilling operations, land-based drilling operations and in drilling structures, drilling rigs, vessels and other equipment. The plaintiffs assert claims based on, among other things, negligence and strict liability and claims under the Jones Act. The complaints name as defendants numerous other companies that are not affiliated with us, including companies that allegedly manufactured drilling related products containing asbestos that are the subject of the complaints. The plaintiffs seek, among other things, an award of unspecified compensatory and punitive damages. Eight individuals of the many plaintiffs in these suits have been identified as allegedly having worked for us or one of our affiliates or predecessors. Currently, discovery is ongoing to determine whether these individuals were in fact employed by us or one of our affiliates or predecessors, whether and the extent to which these individuals were employed during the alleged period of exposure or whether these individuals were involved with our offshore drilling operations during the relevant period. We intend to defend ourselves vigorously and, based on the information available to us at this time, we do not expect the outcome of these lawsuits to have a material adverse effect on our financial position, results of operations or cash flows; however, there can be no assurance as to the ultimate outcome of these lawsuits.

Paul A. Bragg, our former President and Chief Executive Officer, filed suit against us in State District Court of Harris County, Texas in early October 2005 seeking a declaratory judgment that the non-competition provisions of his employment agreement are unlawful and unenforceable. Shortly thereafter, Mr. Bragg filed a second lawsuit against us alleging that we breached written and oral employment agreements with him and seeking damages aggregating more than $17.0 million. The suits were consolidated. We have filed counterclaims against Mr. Bragg seeking, among other things, a declaratory judgment that the non-competition provisions of his employment agreement are enforceable, restitution of certain amounts paid to Mr. Bragg should there be a finding that the non-competition provisions of his employment agreement are unenforceable, and disgorgement of certain amounts previously paid to Mr. Bragg stemming from actions that may have been taken by Mr. Bragg relating to his employment compensation claims. As to Mr. Bragg’s claims, we intend to defend ourselves vigorously and, based on the information available to us at this time, we do not expect the outcome of these lawsuits to have a material adverse effect on our financial position, results of operations or cash flows; however, there can be no assurance as to the ultimate outcome of this lawsuit.

We are routinely involved in other litigation, claims and disputes incidental to our business, which at times involve claims for significant monetary amounts, some of which would not be covered by insurance. In the opinion of management, none of the existing litigation will have a material adverse effect on our financial position, results of operations or cash flows. However, a substantial settlement payment or judgment in excess of our accruals could have a material adverse effect on our financial position, results of operations or cash flows.

Pride International, Inc.

Notes to Unaudited Consolidated Financial Statements — (Continued)


NOTE 13.	OTHER SUPPLEMENTAL INFORMATION

Supplemental cash flows and non-cash transactions were as follows:


		Three Months
		Ended March 31,

		2006			2005

Non-cash transactions:
	Common stock issued upon conversion of debt	$	—		$	1.5
Cash paid during the year for:
	Interest	$	25.6		$	32.3
	Income taxes		15.1			11.9
	Change in capital expenditures in accounts payable		(0.3	)		0.5


NOTE 14.	NEW ACCOUNTING PRONOUNCEMENTS

In February 2006, the Financial Accounting Standards Board issued SFAS No. 155,Accounting for Certain Hybrid Instruments,to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133 to permit fair value remeasurement for any hybrid financial instrument with an embedded derivative that would otherwise require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 also amends SFAS No. 140,Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, to allow a qualifying special purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. We will adopt SFAS No. 155 on January 1, 2007. We do not expect the adoption to have a material impact on our consolidated financial statements.


Item 2.	*Management’s Discussion and Analysis of Financial Condition and Results of Operations*

Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the accompanying unaudited consolidated financial statements as of March 31, 2006 and for the three months ended March 31, 2006 and 2005 included elsewhere herein, and with our annual report on Form 10-K for the year ended December 31, 2005. The following discussion and analysis contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Risk Factors” in Item 1A of our annual report and elsewhere in this quarterly report. See “Forward-Looking Statements” below.

Overview

We provide contract drilling and related services to oil and natural gas companies worldwide, operating both offshore and on land. As of June 1, 2006, we operated a global fleet of 278 rigs, including two ultra-deepwater drillships, 12 semisubmersible rigs, 28 jackup rigs, 18 tender-assisted, barge and platform rigs and 218 land-based drilling and workover rigs.

We operate through five principal reporting segments: Eastern Hemisphere, which comprises our offshore and land-based drilling activity in Europe, Africa, the Middle East, Southeast Asia and the Caspian Sea; Western Hemisphere, which comprises our offshore drilling activity in Latin America, currently Brazil, Mexico and Venezuela; U.S. Gulf of Mexico, which comprises our U.S. offshore platform and jackup rig fleets; Latin America Land, which comprises our land drilling and workover activity currently in Argentina, Bolivia, Colombia, Mexico and Venezuela; and E&P Services, which comprises our services to exploration and production companies in Latin America.

The markets for our drilling, workover and related E&P services are highly cyclical. Our operating results are significantly impacted by the level of energy industry spending for the exploration and development of oil and natural gas reserves. Oil and natural gas companies’ exploration and development drilling programs drive the demand for drilling and related services. These drilling programs are affected by oil and natural gas companies’ expectations about oil and natural gas prices, anticipated production levels, demand for crude oil and natural gas products, government regulations and many other factors. Oil and natural gas prices are volatile, which has historically led to significant fluctuations in expenditures by our customers for oil and natural gas drilling and related services. Variations in market conditions during the cycle impact us in different ways depending primarily on the length of drilling contracts in different regions. Contracts in the U.S. Gulf of Mexico, for example, tend to be short-term, so a deterioration or improvement in market conditions tends to impact our operations quickly. Contracts in the Eastern and Western Hemispheres tend to be longer term. Accordingly, short-term changes in market conditions in these segments may have little or no short-term impact on our revenues and cash flows from those operations unless the market changes occur during a period when we are attempting to renew a number of those contracts.

During the first quarter of 2006, we continued to focus our efforts on reducing debt, managing cash flow and evaluating our assets to increase return on invested capital. As part of this strategy, we sold thePride Rotterdam, an accommodation unit for $53.2 million in cash, which we used to repay debt.

FCPA Investigation

officials in Latin America aggregating less than $1 million over the period. The evidence to date suggests that these payments primarily were made (a) to vendors with the intent that they would be transferred to government officials for the purpose of extending drilling contracts for two jackup rigs and one semisubmersible rig operating offshore Venezuela; (b) to one or more government officials, or to vendors with the intent that they would be transferred to government officials, for the purpose of collecting receivables for work completed under offshore drilling contracts in Venezuela; and (c) to one or more government officials in Mexico in connection with the clearing of a jackup rig and equipment through customs.

Our management and the Audit Committee of our Board of Directors believe it likely that members of our senior operations management either were aware, or should have been aware, that improper payments to foreign government officials were made or proposed to be made. We have placed certain members of our senior operations management on administrative leave pending the outcome of the investigation. Our Chief Operating Officer resigned as Chief Operating Officer effective on May 31, 2006 and has elected to retire from the company, although he will remain an employee, but not an officer, during the pendency of the investigation to assist us with the investigation and to be available for consultation and to answer questions relating to our business. As described in Item 11 of this annual report, his retirement benefits will be subject to the determination by our Audit Committee or our Board of Directors that it does not have cause (as defined in his retirement agreement with us) to terminate his employment.

We have taken and will continue to take disciplinary actions where appropriate and various other corrective action to reinforce our commitment to conducting our business ethically and legally and to instill in our employees our expectation that they uphold the highest levels of honesty, integrity, ethical standards and compliance with the law. These actions continue a process we had previously commenced. Since late 2003, we have created and filled a legal and ethical compliance function under the supervision of our Senior Vice President, General Counsel and Secretary. We have established an antibribery compliance committee and enhanced our antibribery compliance procedures. We also have developed in-person and online training programs to provide annual instruction on our Code of Business Conduct and Ethical Practices, the FCPA, antitrust law and other key policies as part of our commitment to educate our international workforce.

In 2006, we have also (1) continued to enhance our training of management, including our operations managers, to emphasize further the importance of setting the proper tone within their organization to instill an attitude of integrity and control awareness and the use of a thorough and proper analysis of proposed transactions; (2) determined that all of our bonus-eligible employees completein-person and online training

on the FCPA and our Code of Business Conduct and Ethical Practices as a prerequisite to receiving their bonuses for 2006; (3) required our management, including our operations managers, to reconfirm that they are not aware of any violations of law and confirm with greater specificity that they are not aware of any improper payments to foreign government officials made by us or on our behalf or any other violation of our Code of Business Conduct and Ethical Practices and to recertify their commitment to the Code; (4) established an executive compliance committee, consisting of our executive officers and other management-level employees who are responsible for supervising our antibribery compliance committee, our internal controls steering committee and our compliance efforts in general; and (5) established a separate position of, and appointed, a chief compliance officer, effective June 28, 2006.

We cannot currently predict what, if any, actions may be taken by the DOJ, the SEC, the applicable government or other authorities or our customers or the effect the actions may have on our results of operations, financial condition or cash flows, on our consolidated financial statements or on our business in Venezuela and other jurisdictions. Our operations in Venezuela provided revenues of approximately $36.9 million, or approximately 6.5% of our total consolidated revenues for the three months ended March 31, 2006, and earnings from operations of approximately $3.5 million, or approximately 2.7% of our total consolidated earnings from operations for the three months ended March 31, 2006. In addition, in the first quarter of 2006 our Venezuelan operations represented 7.6% of our revenues and 2.6% of our earnings from operations in our Western Hemisphere segment, 16.6% of our revenues and 10.1% of our earnings from operations in our Latin America Land segment and 13.4% of our revenues and 20.8% of our earnings from operations in our E&P Services segment. As of March 31, 2006 and May 31, 2006, we had accounts receivable from Petróleos de Venezuela, S.A. totaling $36.5 million and $30.2 million, respectively.

Business Outlook

Although natural gas prices have declined sharply since mid-December 2005, oil and natural gas prices continue to be at historically high levels, and we expect prices to remain high for the near future. Expectations about future prices have historically been a key driver for drilling demand; however, the availability of quality drilling prospects, exploration success, relative production costs, the stage of reservoir development and political and regulatory environments also affect our customers’ drilling programs. We expect demand for contract drilling services to continue to increase driven by increasing demand for oil and natural gas and an increased focus by oil and natural gas companies on offshore prospects.

Our operations are geographically dispersed in oil and natural gas exploration and development areas throughout the world. Rigs can be moved from one region to another. The cost of moving a rig and the availability of rig-moving vessels may cause the supply and demand balance to vary somewhat between regions. However, significant variations between regions do not tend to persist long-term because of rig mobility. Consequently, we operate in a single, global offshore drilling market.

Prospects for our semisubmersible rigs continue to be robust. Increasing demand and limited availability have continued to drive dayrates higher. We believe that improving market conditions will continue into 2007 as development drilling commences on a number of major oil discoveries, particularly in the deepwater markets. We believe increasing demand coupled with a limited ability to increase rig supply will result in increasing dayrates. We continue to monitor the potential effect of prospective newbuild semisubmersible rigs and drillships, which could have an adverse impact on our utilization and dayrates.

We expect the outlook for activity in the jackup market sector to continue to remain strong due to the current rig supply shortage and the expansion of both domestic and international drilling programs by our customers. Despite recent declines in natural gas prices, and aided by the positive impact of redeployment of rigs from the U.S. Gulf of Mexico to international markets, we expect to remain at or near full utilization for our jackup rigs in the near term. However, we continue to monitor the potential effect of approximately

60 newbuild jackups for the global market, which have scheduled delivery dates from 2006 through 2009. The addition of rig capacity to the market could have an adverse impact on our utilization and dayrates.

During the first quarter of 2006, we experienced high levels of activity for our land rigs and E&P services, particularly in Latin America, which resulted in higher pricing and utilization. The results of higher pricing and utilization were partially offset by lost revenue due to labor disruptions in Argentina. We expect these trends to continue with further improvements for the remainder of 2006. At the same time, however, we are actively pursuing options for maximizing the value of our Latin America land and E&P services operations. All options are being considered, including sales to strategic buyers and capital market alternatives. We may ultimately decide to pursue a course of action other than a disposition of these operations; however, if we do pursue a disposition, we may be unable to complete a transaction, including through capital market alternatives, on terms we find acceptable or at all.

Increased activity in the oilfield services industry is increasing competition for experienced oilfield workers resulting in higher labor costs and training costs. The increased activity has also increased demand for oilfield equipment and spare parts, resulting in longer order lead times to obtain critical spares and higher repair and maintenance costs. In addition, as a result of the significant insurance losses incurred to offshore oilfield equipment, including drilling rigs, during the 2004 and 2005 hurricane season, our insurance costs will increase significantly after the end of our current policy period in June 2006. In addition, underwriters have imposed an aggregate limit for damage due to named wind storms in the U.S. Gulf of Mexico. However, due to higher dayrates, we expect our growth in revenues to continue to outpace our cost increases for the remainder of 2006.

Segment Review

The following table summarizes our average daily revenues and percentage utilization by type of offshore rig in our fleet:


		Three Months Ended March 31,

		2006					2005

		Average Daily					Average Daily
		Revenues(1)		Utilization(2)			Revenues(1)			Utilization(2)

Eastern Hemisphere:
	Drillships/ Semisubmersibles	$	162,700		84	%	$	137,500			94	%
	Jackups		54,200		95			50,100			91
	Tenders and Barges		53,200		96			44,700			68
Western Hemisphere:
	Semisubmersibles		112,300		96			99,800			80
	Jackups		41,800		96			36,400			97
	Platforms		24,000		100			36,900	(3)		55
	Barges		25,100		100			19,000			100
U.S. Gulf of Mexico:
	Jackups		91,800		86			38,200			72
	Platforms		27,700		32			24,300			55


(1)	Average daily revenues are based on total revenues for each type of rig divided by actual days worked by all rigs of that type. Average daily revenues will differ from average contract dayrate due to billing adjustments for any non-productive time, mobilization fees, demobilization fees, performance bonuses and charges to the customer for ancillary services.

(2)	Utilization is calculated as the total days worked divided by the total days in the period of determination.

(3)	Average daily revenue for Western Hemisphere platforms included approximately $2.2 million of demobilization fees for the three months ended March 31, 2005.


	*Eastern Hemisphere*

As of June 1, 2006, our Eastern Hemisphere segment comprised two ultra-deepwater drillships, five semisubmersible rigs, five jackup rigs, three tender-assisted rigs, one swamp barge rig, 10 land rigs and two rigs managed for other parties.

Drillships. We have a 91% ownership interest in the joint venture that owns two ultra-deepwater drillships, thePride Africaand thePride Angola. ThePride AfricaandPride Angolaare both working under long-term contracts that expire in January 2010 and June 2010, respectively. As a result, we are not able to take advantage of increased dayrates in the current market.

Semisubmersibles. ThePride South Seasis operating offshore South Africa under a contract that expires in February 2007. After completion of that contract, it is to be mobilized to West Africa for work under a contract with an initial term expiring in July 2007 at substantially increased dayrates. The customer for thePride South Seashas an option to extend the contract until January 2008 under the same terms. After completion of repairs to the subsea control system, thePride North Americabegan operating offshore Egypt in late April 2006 under a contract that expires in January 2008. The rig was idle for 51 days in the first quarter of 2006. ThePride North Seacompleted its contract in February 2006 and entered the shipyard to complete its special periodic survey. Following the special periodic survey, the rig began working in April 2006 on a series of contracts, with options, in the Mediterranean Sea at increased dayrates expected to be completed by July 2007. ThePride South Pacificis working offshore West Africa on a series of contracts through March 2007. ThePride Venezuela completed its contract in January 2006 and entered into a one well contract in the Mediterranean Sea that expired in May 2006. The rig is currently in the shipyard to complete its special periodic survey and upgrades. ThePride Venezuela, following its shipyard work will mobilize to West Africa for an18-month contract, with a six month option, at substantially higher dayrates.

Jackups. ThePride Montanaand thePride North Dakotaare operating offshore Saudi Arabia under three year contracts expiring in June 2007 and May 2008, respectively. The customer for thePride MontanaandPride North Dakota holds one year and two years of options, respectively, for these rigs at moderate dayrate increases. ThePride Pennsylvaniais working offshore India under a contract expiring in September 2006, after which it is to begin a three-year contract at substantially higher dayrates. ThePride Cabindais working offshore Angola under a renewed contract with a moderately increased dayrate through October 2007. ThePride Hawaiiis operating offshore Southeast Asia under a series of contracts that expire in January 2007, after which it is to be mobilized to offshore India to operate under a contract that expires in April 2010. In the first quarter of 2006, we sold thePride Rotterdam,an accommodation unit that had been working in the North Sea under a contract that expired in March 2007, for approximately $53.2 million.

Tenders and Barges. ThePride Ivory Coastand theAlligatorare working in West Africa under contracts that expire in August 2007 and June 2007, respectively. TheBarracudacompleted its contract that expired in March 2006, after which it began a new contract at an increased dayrate that expires in December 2007. TheBintang Kalimantancompleted its contract in March 2006 and is now available.

Managed Rigs. We provide labor and management services for theKizomba A andKizomba Bdeepwater platform drilling rigs operating offshore Angola under management contracts that expire in 2008 and 2010, respectively.

Land-based Rigs. Our land-based rigs include five rigs in Chad, two in Kazakhstan, one in Russia, one in Belgium and one in Pakistan. All but one of the rigs in Kazakhstan, the rig in Belgium and the rig in Russia are currently under contract. We expect to mobilize the idle Kazakhstan rig to Colombia during the second half of 2006.


	*Western Hemisphere*

As of June 1, 2006, our Western Hemisphere segment comprised seven semisubmersible rigs, 11 jackup rigs, three platform rigs, two lake barge rigs and two managed rigs.

Semisubmersibles. ThePride Rio de Janeiroand thePride Portland,of which we own 30% through a joint venture, are operating under contracts in Brazil that expire in November 2010 and October 2010, respectively. ThePride Carlos Walterand thePride Brazilare operating under contracts that expire in July 2008. ThePride Carlos Walteris expected to be in the shipyard for its special periodic survey in the third quarter of 2006. ThePride Brazil completed its special periodic survey in the first quarter of 2006. ThePride South Atlanticis under contract for work through December 2006 onwell-to-well contracts with various customers at increasing dayrates, following a planned life enhancement project. ThePride South Americaand thePride Mexicoare contracted through February 2007 and April 2007, respectively.

Jackups. ThePride Texasis working in Mexico under a two-year contract expiring in July 2007. ThePride Californiacompleted its current contract in June 2006 and is scheduled to begin a one-year contract in September 2006 at substantially higher rates following a planned life enhancement project. ThePride Tennessee, which was operating under a contract scheduled to expire in June 2006, was removed from service in November 2005 and is expected to be in the shipyard for repairs and life enhancement upgrades through November 2006. The contract with the customer was terminated in April. The remaining jackups operating in the Western Hemisphere segment are operating under contracts that expire inlate-2006 or later. Five of our jackups are scheduled for special periodic surveys, repairs and life enhancement projects during the second and third quarters of 2006.

Platforms. Platform rigs 1002E, 1003E and 1005E are operating in Mexico under contracts that expire inmid-2007.

Barges. ThePride IandPride IIlake barges in Venezuela are operating under interim agreements on awell-to-well basis.

Managed Rigs. The wells being drilled by theGP19andGP20have been completed, and both rigs are being prepared for final delivery to the owner of the rigs.


	*U.S. Gulf of Mexico*

As of June 1, 2006, our U.S. Gulf of Mexico segment comprised 12 jackup rigs and nine platform rigs. We also manage the drilling operations for two high specification deepwater platform rigs, theHolsteinand theMad Dog,under contracts that expire in April 2009 and September 2009, respectively, and one semisubmersible rig,Thunderhorse, under a contract that expires in April 2010.

Jackups. ThePride Utahand thePride Alaskaare currently contracted for work through August 2006. ThePride Oklahomais currently in the shipyard undergoing repairs and life enhancement upgrades, which are expected to be completed in August 2006, after which it will commence operations under a contract that expires in February 2007. The remaining jackups operating in the U.S. Gulf of Mexico are operating under contracts that expire in the third quarter of 2006 or later. Due to supply shortages in the Gulf of Mexico, many operators are seeking multiple well or longer time commitments. In response to these requests, we have entered or plan to enter into one-year contracts for six jackup rigs which are indexed to current market rates.

Platforms. Despite the strong market performance of jackups in the U.S. Gulf of Mexico, the platform rig segment did not show significant improvement in utilization during the first quarter of 2006, and we do not expect significant improvement in utilization for the remainder of 2006. We currently have four of our platform rigs working under short-term orwell-to-well contracts.


	*Latin America Land*

As of June 1, 2006, our Latin America Land segment comprised 208 land drilling and workover rigs operating in Argentina, Bolivia, Colombia, Mexico and Venezuela. During the first quarter of 2006, we experienced increased utilization of our land-based rigs, particularly in Colombia and Venezuela. We also experienced increased dayrates in Argentina, Venezuela and Colombia. In the first quarter of 2006, we exited the market in Brazil through the sale of the three rigs operating in that country.


	*E&P Services*

We provide a variety of services to exploration and production companies in Argentina, Bolivia, Brazil, Colombia, Ecuador, Mexico, Peru and Venezuela through our E&P Services segment, including cementing, stimulation, fracturing, coil tubing, directional drilling, under-balanced drilling, nitrogen injection, carbon dioxide, production services and fishing services. We also manage integrated services projects in Argentina and other South American countries. During 2006, we plan to concentrate on higher margin businesses, so we expect our growth in revenues may decrease. In addition, we are in the process of exiting the market in Colombia by transferring equipment to Venezuela and Argentina, where the market is more favorable.

Results of Operations

The discussion below relating to significant line items represents our analysis of significant changes or events that impact the comparability of reported amounts. Where appropriate, we have identified specific events and changes that affect comparability or trends and, where possible and practical, have quantified the impact of such items. Except to the extent that differences between operating segments are material to an understanding of our business taken as a whole, the discussion below is based on our consolidated financial results.

The following table presents selected consolidated financial information by reporting segment:


			Three Months
			Ended March 31,

			2006			2005

			(In millions)
Revenues:
	Eastern Hemisphere		$	164.6		$	143.9
	Western Hemisphere			119.5			109.2
	U.S. Gulf of Mexico			107.3			50.2
	Latin America Land			135.8			111.9
	E&P Services			39.7			50.6
	Corporate and Other			—			0.4

		Total		566.9			466.2

Operating costs, excluding depreciation and amortization:
	Eastern Hemisphere			98.1			89.2
	Western Hemisphere			91.5			73.1
	U.S. Gulf of Mexico			48.5			36.1
	Latin America Land			98.9			84.3
	E&P Services			32.0			40.3
	Corporate and Other			3.3			0.3

		Total		372.3			323.3

Depreciation and amortization				65.5			65.1
General and administrative, excluding depreciation and amortization				26.0			19.6
Gain on sales of assets				(26.7	)		(11.7	)

Earnings from operations				129.8			69.9
Interest expense				(19.7	)		(24.5	)
Interest income				0.8			0.3
Other income, net				2.4			2.0

Income from continuing operations before income taxes and minority interest				113.3			47.7
Income taxes				(42.2	)		(23.1	)
Minority interest				(1.4	)		(6.3	)

Income from continuing operations			$	69.7		$	18.3


	*Three Months Ended March 31, 2006 Compared to Three Months Ended March 31, 2005*

Revenues. Revenues for the three months ended March 31, 2006 increased $100.7 million, or 21.6%, compared with the three months ended March 31, 2005. All segments except E&P Services experienced increased revenues as demand for drilling and related services continued to increase.

Despite downtime for upgrades and special periodic surveys, Eastern Hemisphere revenues increased primarily due to higher dayrates, particularly for semisubmersibles. The increase in revenues for the Western Hemisphere segment was primarily due to higher revenues from thePride PortlandandPride Rio de Janeiro, which commenced operations during the third quarter of 2005, partially offset by downtime for special periodic surveys and life enhancements for the jackup fleet. Our U.S. Gulf of Mexico segment continued to improve its revenues due to improved dayrates and utilization in the jackup market. Revenues from our Latin America Land segment increased due to stronger demand and increased pricing. Revenues decreased in our E&P segment due to our concentration on higher margin business and our exiting the market in Colombia.

Operating Costs. Operating costs for the three months ended March 31, 2006 increased $49.0 million, or 15.2%, compared with the three months ended March 31, 2005 primarily due to increased labor costs for oilfield personnel, as the competition for experienced oilfield workers continued to drive up wages and salaries, and due to repairs and maintenance costs. Operating costs as a percentage of revenues were 65.7% and 69.3% for the three months ended March 31, 2006 and 2005, respectively. The decrease as a percentage of revenue was primarily driven by the substantial increase in dayrates.

Operating costs for the Eastern Hemisphere segment increased primarily due to increased utilization of the drillship and semisubmersible fleet. Operating costs for our Western Hemisphere segment increased primarily due to thePride Rio de Janeiroand thePride Portland, which commenced operations in the third quarter of 2005. Operating costs for our U.S. Gulf of Mexico segment increased primarily due to increased utilization of the jackup fleet.

Depreciation and Amortization. Depreciation expense for the three months ended March 31, 2006 increased $0.4 million, or 0.6%, compared with the three months ended March 31, 2005 primarily due to a slight increase in fixed assets.

General and Administrative. General and administrative expenses for the three months ended March 31, 2006 increased $6.4 million, or 32.7%, compared with the three months ended March 31, 2005 primarily due to higher compensation costs due to increased corporate staffing. We anticipate that we will incur a material amount of expenses for the remainder of 2006 to conduct our ongoing investigation described under “— FCPA Investigation” above.

Gain on Sales of Assets, Net. We had net gains on sales of assets of $26.7 million for the three months ended March 31, 2006 primarily due to the sale of thePride Rotterdamand four land rigs. We had net gains on sales of assets of $11.7 million for the three months ended March 31, 2005 primarily due to the sale of thePride Ohio.

Interest Expense. Interest expense for the three months ended March 31, 2006 decreased by $4.8 million, or 19.6%, compared with the three months ended March 31, 2005 primarily due to lower total debt levels resulting from the repayment of our senior secured term loan and the conversion and retirement of our 2¹/2% convertible senior notes during 2005.

Other Income, Net. Other income, net for the three months ended March 31, 2006 increased by $0.4 million compared with the three months ended March 31, 2005 primarily due to a $2.6 million increase in net foreign exchange gains in the three months ended March 31, 2006 compared with the three months ended March 31, 2005, partially offset by a $2.2 million decrease inmark-to-market gains and cash settlements on interest rate swap and cap agreements.

Income Taxes. Our consolidated effective income tax rate for continuing operations for the three months ended March 31, 2006 was 37.3% compared with 48.4% for the three months ended March 31, 2005. The higher rate in 2005 was principally the result of higher income in high tax Latin America jurisdictions, lower income in low or zero tax jurisdictions and higher income tax expense in “deemed profit” jurisdictions, despite low or minimal earnings in such jurisdictions.

Minority Interest. Minority interest for the three months ended March 31, 2006 decreased $4.9 million, or 77.8%, compared with the three months ended March 31, 2005 primarily due to the purchase of an additional 40% interest in our drillship joint venture in December 2005.

Liquidity and Capital Resources

Our objective in financing our business is to maintain adequate financial resources and access to additional liquidity. During the three months ended March 31, 2006, cash flows from operations, borrowings under our senior secured revolving credit facility and proceeds from asset sales and stock option exercises were the principal sources of funding. We anticipate that cash on hand, cash flows from operations and borrowings under our senior secured revolving credit facility will be adequate to fund normal ongoing capital expenditures, working capital needs and debt service requirements through the remainder of 2006. Our $500.0 million senior

secured revolving credit facility providesback-up liquidity in the event of an unanticipated significant demand on cash that would not be funded by operations.

Our capital allocation process is focused on utilizing cash flows generated from operations in ways that enhance the value of our company. In the three months ended March 31, 2006, we used cash for a variety of activities including working capital needs, repayment of indebtedness and purchases of property and equipment.


	*Sources and Uses of Cash — Three Months Ended March 31, 2006 versus Three Months Ended March 31, 2005*

Cash and cash equivalents, including restricted cash, totaled $141.8 million at March 31, 2006 compared with $46.9 million at December 31, 2005. For the three months ended March 31, 2006, net cash provided by operating activities was $105.8 million compared with $45.0 million for the three months ended March 31, 2005. The increase in net cash provided from operations was primarily due to an increase in net income.

Purchases of property and equipment totaled $46.0 million and $26.9 million for the three months ended March 31, 2006 and 2005, respectively. The majority of these expenditures related to capital expenditures incurred in connection with new contracts and other sustaining capital projects.

Proceeds from dispositions of property and equipment were $51.9 million and $41.8 million for the three months ended March 31, 2006 and 2005, respectively. Included in the proceeds for the three months ended March 31, 2006 was $51.3 million related to the sale of thePride Rotterdamand four land rigs. Included in the proceeds for the three months ended March 31, 2005 was $40.0 million related to the sale of thePride Ohioby one of our foreign subsidiaries.

We received proceeds of $1.4 million and $1.3 million from the issuance of common stock in the three months ended March 31, 2006 and 2005, respectively. We also received proceeds of $18.9 million and $34.1 million from the exercise of stock options in the three months ended March 31, 2006 and 2005, respectively.

Debt, including current maturities, totaled $1,208.7 million at March 31, 2006 compared with $1,244.8 million at December 31, 2005.


	*Working Capital*

As of March 31, 2006, we had working capital of $352.0 million compared with $213.8 million as of December 31, 2005. These amounts included an aggregate of short-term borrowings and current portion of long-term debt of $57.5 million and $59.7 million, an aggregate of cash and cash equivalents and restricted cash of $141.8 million and $46.9 million, accounts receivable, net of $451.3 million and $435.5 million and accounts payable of $149.2 million and $159.8 million. The increase in working capital was attributable primarily to the effect of an increase in cash and cash equivalents and a decrease in accrued expenses.


	*Available Credit Facilities*

We currently have a $500.0 million senior secured revolving credit facility with a group of banks maturing in July 2009. Borrowings under the facility are available for general corporate purposes. We may obtain up to $100.0 million of letters of credit under the revolving credit facility. As of June 1, 2006, there were $120.0 million of borrowings and $18.4 million of letters of credit outstanding under the facility. Amounts drawn under the facility bear interest at variable rates based on LIBOR plus a margin or prime rate plus a margin. The interest rate margin varies based on our leverage ratio. As of June 1, 2006, the interest rate on the revolving credit facility was approximately 5.8%, and availability was approximately $361.6 million.

The facility is secured by first priority liens on certain of the existing and future rigs, accounts receivable, inventory and related insurance of our subsidiary Pride Offshore, Inc. (the borrower under the facility) and its subsidiaries, all of the equity of Pride Offshore and its domestic subsidiaries and 65% of the equity of certain of our foreign subsidiaries. We and certain of our domestic subsidiaries have guaranteed the obligations of Pride

Offshore under the facility. We generally are required to repay the revolving loans, with a permanent reduction in availability under the revolving credit facility, with proceeds from a sale of or a casualty event with respect to collateral. The facility contains a number of covenants restricting, among other things, redemption and repurchase of our indebtedness; distributions, dividends and repurchases of capital stock and other equity interests; acquisitions and investments; asset sales; capital expenditures; indebtedness; liens and affiliate transactions. The facility also contains customary events of default, including with respect to a change of control. In March 2006, we obtained a waiver from the lenders through June 30, 2006 related to the late filing of this quarterly report.


	*Other Outstanding Debt*

As of March 31, 2006, we had $500.0 million principal amount of 7³/8% Senior Notes due 2014 outstanding. The notes provide for semiannual interest payments and contain provisions that limit our ability and the ability of our subsidiaries to enter into transactions with affiliates; pay dividends or make other restricted payments; incur debt or issue preferred stock; incur dividend or other payment restrictions affecting our subsidiaries; sell assets; engage in sale and leaseback transactions; create liens; and consolidate, merge or transfer all or substantially all of our assets. Many of these restrictions will terminate if the notes are rated investment grade by either Standard & Poor’s Rating Services or Moody’s Investor Service, Inc. and, in either case, the notes have a specified minimum rating by the other rating agency. We are required to offer to repurchase the notes in connection with specified change in control events that result in a ratings decline.

As of March 31, 2006, we had $300.0 million principal amount of 3¹/4% Convertible Senior Notes due 2033 outstanding. The notes provide for semiannual interest payments and for the payment of contingent interest during any six-month interest period commencing on or after May 1, 2008 for which the trading price of the notes for each of the five trading days immediately preceding such period equals or exceeds 120% of the principal amount of the notes. Beginning May 5, 2008, we may redeem any of the notes at a redemption price of 100% of the principal amount redeemed plus accrued and unpaid interest. In addition, noteholders may require us to repurchase the notes on May 1 of 2008, 2010, 2013, 2018, 2023 and 2028 at a repurchase price of 100% of the principal amount redeemed plus accrued and unpaid interest. We may elect to pay all or a portion of the repurchase price in common stock instead of cash, subject to certain conditions. The notes are convertible under specified circumstances into shares of our common stock at a conversion rate of 38.9045 shares per $1,000 principal amount of notes (which is equal to a conversion price of $25.704), subject to adjustment. Upon conversion, we will have the right to deliver, in lieu of shares of common stock, cash or a combination of cash and common stock.

Our drillship loan facility is collateralized by the two drillships, thePride Africaand thePride Angola,and the proceeds from the related drilling contracts. The drillship loan facility matures in September 2010 and amortizes quarterly. The drillship loan facility is non-recourse to us and the joint owner. The drillship loan bears interest at LIBOR plus 1.50%. As a condition of the loan, we maintain interest rate swap and cap agreements with the lenders. In accordance with the debt agreements, certain cash balances are held in trust to assure that timely interest and principal payments are made. As of March 31, 2006, $1.9 million of such cash balances, which amount is included in restricted cash, was held in trust and is not available for our use.

In February 1999, we completed the sale and leaseback of thePride South Americasemisubmersible drilling rig with an unaffiliated leasing trust pursuant to which we received $97.0 million. We consolidate the leasing trust’s assets and liabilities, which comprise thePride South Americarig and the associated note payable. As of March 31, 2006, the carrying amount of the note payable was $63.3 million. The note payable is collateralized by thePride South America. The note payable bears interest at 9.35% and requires quarterly interest payments. We have the right to prepay the semisubmersible loan in August 2007.


	*Off-Balance Sheet Arrangement*

We have a 30.0% equity interest in a joint venture company that owns two dynamically-positioned, deepwater semisubmersible drilling rigs, thePride Portlandand thePride Rio de Janeiro. The joint venture company has financed the cost of construction of these rigs through equity contributions and fixed rate notes,

with repayment of the notes guaranteed by the United States Maritime Administration (“MARAD”). The notes are non-recourse to any of the joint venture owners.

In 2005, we entered into five-year contracts for each of thePride Portlandand thePride Rio de Janeiroto operate in Brazil. In order to obtain use of these semisubmersible drilling rigs, we entered into lease agreements with the joint venture company that require all revenues from the operations of the rigs, less operating costs and a management fee, to be paid to the joint venture companies in the form of lease payments. In addition, the agreements require the joint venture to provide us with working capital necessary to operate the rigs, to fund capital improvements to the rigs and to fund any cash deficits incurred. During the three months ended March 31, 2006, we incurred lease expense of $11.1 million for the two rigs.

Additionally, we recognized revenues from the joint venture of $5.1 million during the three months ended March 31, 2005 for managing the rigs prior to the commencement of the drilling contracts, which approximated the costs we incurred to provide such management.

In the event that the joint venture company does not generate sufficient funds from operations to finance its costs and its debt service obligations, the joint venture partners would, if they choose to maintain the joint venture, need to advance further funds to the joint venture company since the joint venture company would have no alternative source of funds to allow it to make such payments. Principal and interest payments totaling $43.7 million are due in 2006. We advanced the joint venture company $0.9 million during the three months ended March 31, 2006 for our share of operating costs and debt service payments.

If the joint venture company failed to cover its debt service requirements or otherwise breached the MARAD financing documents in certain respects, a default would occur under the fixed rate notes guaranteed by MARAD. MARAD would then be entitled to foreclose on the mortgages related to thePride Portlandand thePride Rio de Janeiroand take possession of the two rigs. In this event, the rigs may not be available for us to perform our obligations under the five-year contracts described above. As of March 31, 2006, our investment in the joint venture was approximately $67.3 million, including capitalized interest of $9.0 million.


	*Other Sources and Uses of Cash*

Mobilization fees received from customers and the costs incurred to mobilize a rig from one geographic area to another, as well as up-front fees to modify a rig to meet a customer’s specifications, are deferred and amortized over the term of the related drilling contracts. These up-front fees and costs impact liquidity in the period in which the fees are received or the costs incurred, whereas they will impact our statement of operations in the periods during which the deferred revenues and costs are amortized. The amount of up-front fees received and the related costs vary from period to period depending upon the nature of new contracts entered into and market conditions then prevailing. Generally, contracts for drilling services in remote locations or contracts that require specialized equipment will provide for higher up-front fees than contracts for readily available equipment in major markets. Additionally, we defer costs associated with obtaining in-class certification from various regulatory bodies in order to operate our offshore rigs. We amortize these costs over the period of validity of the related certificate.

We expect our purchases of property and equipment for 2006 to be approximately $310 million, of which we spent $46 million during the first quarter of 2006. These purchases are expected to be used primarily for various rig upgrades in connection with new contracts as contracts expire during the year and other sustaining capital projects.

We anticipate making income tax payments of approximately $100 million to $115 million in 2006, of which we paid $15.1 million during the first quarter of 2006.

We may redeploy additional assets to more active regions if we have the opportunity to do so on attractive terms. We frequently bid for or negotiate with customers regarding multi-year contracts that could require significant capital expenditures and mobilization costs. We expect to fund project opportunities primarily through a combination of working capital, cash flow from operations and borrowings under our senior secured revolving credit facility.

We may review from time to time possible expansion and acquisition opportunities relating to our business segments, which may include the construction of rigs for our fleet. While we have no definitive agreements to acquire or construct additional equipment, suitable opportunities may arise in the future. Any determination to construct additional rigs for our fleet will be based on market conditions and opportunities existing at the time, including the availability of long-term contracts with sufficient dayrates for the rigs and the relative costs of building new rigs with advanced capabilities versus the costs of retrofitting or converting existing rigs to provide similar capabilities. The timing, size or success of any acquisition or construction effort and the associated potential capital commitments are unpredictable. We may fund all or part of any such efforts with proceeds from debt and/or equity issuances.

We are actively pursuing options for maximizing the value of our Latin America land and E&P services operations. All options are being considered, including sales to strategic buyers and capital market alternatives. We may ultimately decide to pursue a course of action other than a disposition of these operations; however, if we do pursue a disposition, we may be unable to complete a transaction, including through capital market alternatives, on terms we find acceptable or at all.

In addition to the matters described in this “— Liquidity and Capital Resources” section, please read “— Segment Review” for additional matters that may have a material impact on our liquidity.


	*Contractual Obligations*

As of March 31, 2006, we had $1,208.7 million of long-term debt outstanding. Although we do not expect that our level of total indebtedness will have a material adverse impact on our financial position, results of operations or liquidity in future periods, it may limit our flexibility in certain areas. Please read “Risk Factors — Our significant debt levels and debt agreement restrictions may limit our liquidity and flexibility in obtaining additional financing and in pursuing other business opportunities” in Item 1A of our annual report on Form 10-K for the year ended December 31, 2005.

For additional information about our contractual obligations as of December 31, 2005, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — Contractual Obligations” in Item 7 of our annual report on Form 10-K for the year ended December 31, 2005. There have been no material changes to such disclosure regarding our contractual obligations made in the annual report.

New Accounting Pronouncements

In February 2006, the Financial Accounting Standards Board issued SFAS No. 155,Accounting for Certain Hybrid Instruments,to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133,Accounting for Derivative Instruments and Hedging Activities,to permit fair value remeasurement for any hybrid financial instrument with an embedded derivative that would otherwise require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 also amends SFAS No. 140,Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, to allow a qualifying special purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. We will adopt SFAS No. 155 on January 1, 2007. We do not expect the adoption to have a material impact on our consolidated financial statements.

Forward-Looking Statements

This quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact, included in this quarterly report that address activities, events or developments

that we expect, project, believe or anticipate will or may occur in the future are forward-looking statements. These include such matters as:


	•	market conditions, expansion and other development trends in the contract drilling industry;

	•	our ability to enter into new contracts for our rigs and future utilization rates and contract rates for rigs;

	•	future capital expenditures and investments in the construction, acquisition and refurbishment of rigs (including the amount and nature thereof and the timing of completion thereof);

	•	future asset sales and repayment of debt;

	•	potential sales of, or other capital market alternatives regarding, our Latin America land and E&P services businesses;

	•	adequacy of funds for capital expenditures, working capital and debt service requirements;

	•	future income tax payments and the utilization of net operating loss carryforwards;

	•	business strategies;

	•	expansion and growth of operations;

	•	our expectations regarding the availability and costs of insurance coverages for our rigs;

	•	future exposure to currency devaluations or exchange rate fluctuations;

	•	expected outcomes of legal and administrative proceedings, including our ongoing investigation into improper payments to foreign government officials, and their expected effects on our financial position, results of operations and cash flows;

	•	future operating results and financial condition; and

	•	the effectiveness of our disclosure controls and procedures and internal control over financial reporting.

We have based these statements on our assumptions and analyses in light of our experience and perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate in the circumstances. These statements are subject to a number of assumptions, risks and uncertainties, including those described in “Risk Factors” in Item 1A of our annual report on Form 10-K for year ended December 31, 2005 and the following:


	•	general economic and business conditions;

	•	prices of oil and natural gas and industry expectations about future prices;

	•	cost overruns related to our turnkey contracts;

	•	foreign exchange controls and currency fluctuations;

	•	political stability in the countries in which we operate;

	•	the business opportunities (or lack thereof) that may be presented to and pursued by us;

	•	the limited number of strategic buyers available for our Latin America land and E&P services businesses;

	•	changes in laws or regulations; and

	•	the validity of the assumptions used in the design of our disclosure controls and procedures.

Most of these factors are beyond our control. We caution you that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in these statements.


Item 3.	*Quantitative and Qualitative Disclosures About Market Risk*

For information regarding our exposure to certain market risks, see “Quantitative and Qualitative Disclosures About Market Risk” in Item 7A of our annual report on Form 10-K for the year ended December 31, 2005. There have been no material changes to the disclosure regarding our exposure to certain market risks made in the annual report. For additional information regarding our long-term debt, see Note 6 of the Notes to Unaudited Consolidated Financial Statements in Item 1 of Part I of this quarterly report.


Item 4.	*Controls and Procedures*

We carried out an evaluation, under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Senior Vice President and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Securities Exchange Act of 1934 as of the end of the period covered by this quarterly report. In the course of the evaluation, management considered the material weakness in our internal control over financial reporting and other internal control matters described below. Based upon that evaluation, and due to the material weakness identified in our internal control over financial reporting that existed as of March 31, 2006, as described below, and our resulting inability to timely file this quarterly report, our President and Chief Executive Officer and our Senior Vice President and Chief Financial Officer concluded that our disclosure controls and procedures were not effective, as of March 31, 2006, with respect to the recording, processing, summarizing and reporting, within the time periods specified in the SEC’s rules and forms, of information required to be disclosed by us in the reports that we file or submit under the Exchange Act.

In connection with the preparation of our annual report on Form 10-K for the year ended December 31, 2005, management assessed the effectiveness of our internal control over financial reporting as of December 31, 2005 as more fully described in Item 9A of our annual report. Based on that assessment, management identified a material weakness in our internal controls and concluded that we did not maintain effective internal control over financial reporting as of December 31, 2005 based on criteria set forth inInternal Control — Integrated Frameworkissued by the Committee of Sponsoring Organization of the Treadway Commission. The material weakness identified was that we did not maintain a control environment in which our operations management effectively set a proper ethical tone within our operations organization to instill an attitude of compliance and control awareness. More specifically, these conditions resulted in an environment in which it is likely that certain members of our senior operations management either were aware, or should have been aware, that improper payments to foreign government officials were made or proposed to be made through collusion by company personnel and outside vendors to circumvent controls designed to prevent the misappropriation of assets. This material weakness results in more than a remote likelihood that a material misstatement of our annual or interim consolidated financial statements would not be prevented or detected.

As more fully described in Item 9A of our annual report, in 2006 we have continued to implement certain measures to improve our internal control over financial reporting and to remediate the material weakness described above, including the following:


	•	we have placed certain members of our senior operations management on administrative leave pending the outcome of the investigation;

	•	our Chief Operating Officer resigned as Chief Operating Officer effective on May 31, 2006 and has elected to retire from the company, although he will remain an employee, but not an officer, during the pendency of the investigation to assist us with the investigation and to be available for consultation and to answer questions relating to our business; his retirement benefits will be subject to the determination by our Audit Committee or our Board of Directors that it does not have cause (as defined in his retirement agreement with us) to terminate his employment;

	•	while we evaluate the structure of our operations organization, our President and Chief Executive Officer has assumed the direct supervision of our Vice President — Western Hemisphere, our Vice President — Eastern Hemisphere and our Vice President — Engineering and Technical Support, each of whom previously reported to our Chief Operating Officer;


	•	we have continued to enhance our training of management, including our operations managers, to emphasize further the importance of setting the proper tone within their organization to instill an attitude of integrity and control awareness and the use of a thorough and proper analysis of proposed transactions;

	•	we have determined that all of our bonus-eligible employees complete in-person and online training on the Foreign Corrupt Practices Act and our Code of Business Conduct and Ethical Practices as a prerequisite to receiving their bonuses for 2006;

	•	we have required our management, including our operations managers, to reconfirm that they are not aware of any violations of law and confirm with greater specificity that they are not aware of any improper payments to foreign government officials made by us or on our behalf or any other violation of our Code of Business Conduct and Ethical Practices and to recertify their commitment to the Code;

	•	we have established an executive compliance committee, consisting of our executive officers and other management-level employees who are responsible for supervising our antibribery compliance committee, our internal controls steering committee and our compliance efforts in general; and

	•	we have established a separate position of, and appointed, a chief compliance officer, effective June 28, 2006.

Although we believe the actions described above have improved the control environment within our operations organization, many of these actions either were recently implemented as of March 31, 2006 or were implemented in the second quarter of 2006. As a result, they were not considered effective in remediating the material weakness as of March 31, 2006.

During the three months ended March 31, 2006, we also standardized our general ledger chart of accounts across all locations in order to improve the consistency and accuracy of the underlying financial data, thus strengthening our reporting and analysis control function.

There were no other changes in our internal control over financial reporting that occurred during the first quarter of 2006 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION


Item 1.	*Legal Proceedings*

The information set forth in Note 12 of the Notes to Unaudited Consolidated Financial Statements in Item 1 of Part I of this quarterly report is incorporated by reference in response to this item.


Item 1A.	*Risk Factors*

For additional information about our risk factors, see Item 1A of our annual report on Form 10-K for the year ended December 31, 2005. There have been no material changes to such disclosure regarding our risk factors made in the annual report.


Item 2.	*Unregistered Sales of Equity Securities and Use of Proceeds*

The following table presents information regarding our purchases of shares of our common stock on a monthly basis during the first quarter of 2006:

Total Number of

Maximum

Shares

Number of

Purchased as

Shares That

Part of a

May Yet Be

Publicly

Purchased

Total Number of

Average Price Paid

Announced

Under the

Period

Shares Purchased(1)

per Share

Plan(2)

January 1-31, 2006

20,001

32.20

N/A

February 1-28, 2006

490

30.97

N/A

March 1-31, 2006

—

N/A

Total

20,491

32.17

N/A


(1)	Represents the surrender of shares of common stock to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees under our stockholder-approved long-term incentive plan.

(2)	We did not have at any time during the quarter, and currently do not have, a share repurchase program in place.


Item 6.	Exhibits*


12		Computation of Ratio of Earnings to Fixed Charges.
23	.1	Consent of PricewaterhouseCoopers LLP.
31	.1	Certification of Chief Executive Officer of Pride pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31	.2	Certification of Chief Financial Officer of Pride pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32		Certification of the Chief Executive and Chief Financial Officer of Pride pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


*	Pride and its subsidiaries are parties to several debt instruments that have not been filed with the SEC under which the total amount of securities authorized does not exceed 10% of the total assets of Pride and its subsidiaries on a consolidated basis. Pursuant to paragraph 4(iii)(A) of Item 601(b) of Regulation S-K, Pride agrees to furnish a copy of such instruments to the SEC upon request.

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, thereunto duly authorized.


	PRIDE INTERNATIONAL, INC.


	By:	/s/ BRIAN C. VOEGELE



	Brian C. Voegele
	Senior Vice President and Chief Financial Officer

Date: June 29, 2006


	By:	/s/ DOUGLAS G. SMITH



	Douglas G. Smith
	Vice President and Chief Accounting Officer

Date: June 29, 2006

INDEX TO EXHIBITS


12		Computation of Ratio of Earnings to Fixed Charges.
23	.1	Consent of PricewaterhouseCoopers LLP.
31	.1	Certification of Chief Executive Officer of Pride pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31	.2	Certification of Chief Financial Officer of Pride pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32		Certification of the Chief Executive and Chief Financial Officer of Pride pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Positive
Negative
Uncertain
Constraining
Legalese
Litigious
Readability	8th grade Good

Pride International (PDE) Inactive 10-Q2006 Q1 Quarterly report

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