SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): JULY 24, 2003
PRIDE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-13289 76-0069030
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
5847 SAN FELIPE, SUITE 3300
HOUSTON, TEXAS 77057
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 789-1400
ITEM 5. OTHER EVENTS
Pride International, Inc. announced on July 24, 2003 that it
will record loss provisions in its second quarter 2003 operating results
relating to the construction of deepwater platform rigs on behalf of two
customers. We currently expect loss provisions of $25 to $30 million, net of
taxes, or approximately $.18 to $.22 per share. Separately, we have completed
another rig construction project, realizing a gain of approximately $18.6
million, net of taxes, or approximately $.14 per share. We are currently
assessing the appropriate period(s) for income recognition for this project.
The information in the preceding paragraph includes
forward-looking statements within the meaning of the Securities Act of 1933 and
the Securities Exchange Act of 1934. These forward-looking statements,
consisting of expectations of the magnitude of loss provisions and gains from
rig construction projects, are subject to certain risks, uncertainties and
assumptions as identified herein or disclosed from time to time in our filings
with the Securities and Exchange Commission. These factors include, but are not
limited to, the timing and results of the ongoing comprehensive review of our
construction projects by management and our independent auditors and risks
associated with contractual pricing in the offshore marine construction
industry. As a result of these factors, actual results may differ materially
from those indicated or implied by such forward-looking statements.
Our Technical Services segment is performing a number of
deepwater platform rig construction projects on a fixed-price basis. In pricing
these contracts, we use all reasonable efforts to accurately estimate our cost
to perform the work. We attempt to cover anticipated increases in costs of
changes in labor, material and services through estimates of cost increases,
which are reflected in the original contract price. Despite these efforts,
however, the revenue, cost and gross profit we realize on a fixed-price contract
may vary from the estimated amounts because of risks generally inherent in the
marine construction industry, including variations in labor and equipment
productivity over the term of the contract, unanticipated cost increases,
engineering, shipyard or systems problems, shortages of equipment, materials or
skilled labor, unscheduled delays in the delivery of ordered materials and
equipment, work stoppages and shipyard unavailability or delays. We have
experienced cost overruns on these contracts that have adversely impacted our
financial results. There can be no assurance that there will not be further
losses resulting from completing these projects.
In addition, we recognize revenues under our contracts in the
Technical Services segment on a percentage-of-completion basis. Accordingly, we
review contract price and cost estimates periodically as the work progresses and
reflect adjustments proportionate to the percentage of completion in income in
the period when we revise those estimates. To the extent these adjustments
result in a reduction in or an elimination of previously reported profits with
respect to a project, we would recognize a charge against current earnings,
which could be material. Although we continually strive to improve our ability
to estimate our contract costs and profitability associated with our
construction projects, it is possible that current estimates could change and
adjustments to overall contract costs may continue to be significant in future
periods.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 News release issued by Pride International, Inc. dated
July 24, 2003.
ITEM 9. REGULATION FD DISCLOSURE
The following information is furnished under Item 12 of Form
8-K (Results of Operations and Financial Condition) in accordance with
Securities and Exchange Commission Release No. 33-8216.
On July 24, 2003, we issued a press release with respect to
loss provisions in its second quarter 2003 operating results. The press release
is furnished as Exhibit 99.1 to this Current Report and incorporated by
reference herein.
The information furnished pursuant to this Item 9, including
Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended, and will not be incorporated
by reference into any registration statement filed by Pride under the Securities
Act of 1933, as amended, unless specifically identified therein as being
incorporated therein by reference.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
PRIDE INTERNATIONAL, INC.
By: /s/ Earl W. McNiel
------------------------------------------
Earl W. McNiel
Vice President and Chief Financial Officer
Date: July 25, 2003
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EXHIBIT INDEX
NO. DESCRIPTION
- --- -----------
99.1 News release issued by Pride International, Inc. dated July 24, 2003.
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