8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 24, 2009

PRIDE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-13289	76-0069030
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer 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

     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

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

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

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

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

Item 2.01 Completion of Acquisition or Disposition of Assets.

     On August 24, 2009, we completed the spin-off of our former wholly owned subsidiary, Seahawk Drilling, Inc. (“Seahawk”), to our stockholders through a stock distribution. Seahawk holds the assets and liabilities that were associated with our mat-supported jackup rig business. In connection with the spin-off, our stockholders received 100% (approximately 11.6 million shares) of the outstanding common stock of Seahawk. Seahawk is now an independent public company, and its common stock trades under the symbol “HAWK” on the NASDAQ Global Select Market.

     The distribution of Seahawk common stock occurred by way of a pro rata stock dividend to our stockholders. Each of our stockholders received one share of Seahawk common stock for every 15 shares of our common stock held by such stockholder at the close of business on August 14, 2009, and cash in lieu of any fractional shares of Seahawk common stock.

     In connection with the spin-off, we made a cash contribution to Seahawk of approximately $47.3 million to achieve a targeted working capital (defined generally as total current assets less total current liabilities) for Seahawk as of May 31, 2009 of $85 million.

     A registration statement on Form 10 describing the spin-off was filed by Seahawk with the Securities and Exchange Commission and was declared effective on August 12, 2009.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

     The unaudited pro forma condensed consolidated balance sheet as of June 30, 2009 and the unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2009 and 2008 and for the years ended December 31, 2008, 2007 and 2006 are included as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated herein by reference.

d) Exhibits

Exhibit No.	Description
99.1	Unaudited Pro Forma Condensed Consolidated Financial Statements of Pride International, Inc.

2 

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/ Brian C. Voegele
	Brian C. Voegele
	Senior Vice President and Chief Financial Officer

Date: August 27, 2009

3 

EX-99.1

Exhibit 99.1

Pride International, Inc.

Unaudited Pro Forma Condensed Consolidated Financial Statements

     The following unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2009 and 2008, and the years ended December 31, 2008, 2007 and 2006 have been derived from the historical financial statements of Pride International, Inc. (“Pride”, “we”, “us”, or “our”) as if the disposal of our mat-supported jackup rig business via the spin-off of Seahawk Drilling, Inc. (“Seahawk”) occurred as of January 1, 2006. The unaudited pro forma condensed consolidated balance sheet as of June 30, 2009 has been prepared as if the spin-off occurred as of June 30, 2009. We have adjusted the historical statements of operations for the years ended December 31, 2008, 2007 and 2006 for the retroactive adjustments required as a result of our adoption in 2009 of new accounting standards as described in the notes to unaudited pro forma condensed consolidated financial statements. Accordingly, the “historical, as adjusted” column in such statements differs from our audited financial statements included in our annual report on Form 10-K for the year ended December 31, 2008.

     Due to the spin-off of Seahawk, when we issue financial statements for the period ending September 30, 2009 and for the year ending December 31, 2009, the historical results of the mat-supported jackup rig business will be reclassified as a discontinued operation in accordance with Financial Accounting Standards Board (“FASB”) Codification Topic 205-20, Presentation of Financial Statements – Discontinued Operations.

     We are required under FASB Codification Topic 360-10, Property, Plant and Equipment, to conduct, as of the date of the spin-off, a fair value assessment of the long-lived assets of Seahawk to determine whether an impairment loss should be recognized.  We expect that this assessment will result in a calculated impairment loss in the range of $25 million to $45 million. We will record the impairment loss in the third quarter of 2009 as a reduction to our total dividend to shareholders and a corresponding impairment expense, which will be reclassified to discontinued operations.  The unaudited pro forma condensed consolidated statements of operations do not reflect this expected impairment.

     We expect to recognize approximately $16 million of non-recurring costs related to the Seahawk spin-off in the third quarter of 2009, which will be reclassified to discontinued operations. The unaudited pro forma condensed consolidated statements of operations do not reflect these expected non-recurring costs.

     The pro forma adjustments include assumptions that management believes are reasonable. The pro forma adjustments may differ from the adjustments that will be calculated to report the mat-supported jackup rig business as a discontinued operation in our future filings.

     These unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not necessarily indicative of the operating results or the financial position that would have been achieved had the spin-off of Seahawk been completed as of the dates indicated or of the results that may be obtained in the future. These unaudited pro forma condensed consolidated financial statements and the accompanying notes should be read together with our annual report on Form 10-K for the year ended December 31, 2008 and our quarterly report on Form 10-Q for the quarter ended June 30, 2009.

Pride International, Inc.
Unaudited Pro Forma Condensed Consolidated Balance Sheet
As of June 30, 2009
(In millions)

				Less:
				Pro Forma
	As Reported			Adjustments			Pro Forma
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	1,115.7		$	65.3	(a) (b)	$	1,050.4
Trade receivables, net		381.2			40.3	(a)		340.9
Deferred income taxes		23.6			6.6	(a)		17.0
Prepaid expenses and other current assets		136.2			42.4	(a)		93.8
Total current assets		1,656.7			154.6			1,502.1
PROPERTY AND EQUIPMENT, NET		4,975.8			527.9	(a) (c)		4,447.9
INTANGIBLE AND OTHER ASSETS		73.8			4.7	(a)		69.1
Total assets	$	6,706.3		$	687.2		$	6,019.1
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt	$	30.3		$	—		$	30.3
Accounts payable		120.7			12.6	(a)		108.1
Accrued expenses and other current liabilities		360.8			85.3	(a) (d)		275.5
Total current liabilities		511.8			97.9			413.9
OTHER LONG-TERM LIABILITIES		129.7			5.4	(a)		124.3
LONG-TERM DEBT, NET OF CURRENT PORTION		1,176.3			—			1,176.3
DEFERRED INCOME TAXES		188.0			83.2	(a)		104.8
STOCKHOLDERS’ EQUITY:
Preferred stock		—			—			—
Common stock		1.7			—			1.7
Paid-in capital		2,020.1			—			2,020.1
Treasury stock		(15.3	)		—			(15.3	)
Retained earnings		2,691.2			500.7	(a) (b) (c) (d)		2,190.5
Accumulated other comprehensive income		2.8			—			2.8
Total stockholders’ equity		4,700.5			500.7			4,199.8
Total liabilities and stockholders’ equity	$	6,706.3		$	687.2		$	6,019.1

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

Pride International, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Six Months Ended June 30, 2009
(In millions, except per share amounts)

				Less:
				Pro Forma
	As Reported			Adjustments			Pro Forma
REVENUES	$	1,050.0		$	158.6	(e)	$	891.4
COSTS AND EXPENSES
Operating costs, excluding depreciation and amortization		552.0			130.3	(e)		421.7
Depreciation and amortization		107.9			29.2	(e)		78.7
General and administrative, excluding depreciation and amortization		65.9			8.8	(e)		57.1
Gain on sales of assets, net		(5.4	)		(4.7	) (e)		(0.7	)
		720.4			163.6			556.8
EARNINGS FROM OPERATIONS		329.6			(5.0	)		334.6
OTHER INCOME (EXPENSE), NET
Interest expense		(0.1	)		—			(0.1	)
Interest income		2.1			0.1	(e)		2.0
Other income (expense), net		0.7			1.3	(e)		(0.6	)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		332.3			(3.6	)		335.9
INCOME TAXES		(54.0	)		1.9	(e)		(55.9	)
INCOME FROM CONTINUING OPERATIONS, NET OF TAX	$	278.3		$	(1.7	)	$	280.0
EARNINGS PER SHARE FROM CONTINUING OPERATIONS:
Basic	$	1.58					$	1.59
Diluted	$	1.58					$	1.59
SHARES USED IN PER SHARE CALCULATIONS
Basic		173.4						173.4
Diluted		173.5						173.5

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

Pride International, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Six Months Ended June 30, 2008
(In millions, except per share amounts)

				Less:
				Pro Forma
	As Reported			Adjustments			Pro Forma
REVENUES	$	1,081.6		$	332.5	(e)	$	749.1
COSTS AND EXPENSES
Operating costs, excluding depreciation and amortization		551.8			170.9	(e)		380.9
Depreciation and amortization		102.8			31.2	(e)		71.6
General and administrative, excluding depreciation and amortization		70.1			(0.6	) (e)		70.7
Gain on sales of assets, net		(17.7	)		(18.1	) (e)		0.4
		707.0			183.4			523.6
EARNINGS FROM OPERATIONS		374.6			149.1			225.5
OTHER INCOME (EXPENSE), NET
Interest expense		(17.8	)		—			(17.8	)
Refinancing charges		(1.2	)		—			(1.2	)
Interest income		12.4			0.3	(e)		12.1
Other income (expense), net		10.0			0.3	(e)		9.7
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		378.0			149.7			228.3
INCOME TAXES		(89.5	)		(44.7	) (e)		(44.8	)
INCOME FROM CONTINUING OPERATIONS, NET OF TAX	$	288.5		$	105.0		$	183.5
EARNINGS PER SHARE FROM CONTINUING OPERATIONS:
Basic	$	1.69					$	1.08
Diluted	$	1.63					$	1.02
SHARES USED IN PER SHARE CALCULATIONS
Basic		168.4						168.4
Diluted		177.3						177.3

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

Pride International, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Year Ended December 31, 2008
(In millions, except per share amounts)

	Historical,			Less:
	As Adjusted			Pro Forma
	(f) (g)			Adjustments			Pro Forma
REVENUES	$	2,310.4		$	607.9	(e)	$	1,702.5
COSTS AND EXPENSES
Operating costs, excluding depreciation and amortization		1,127.9			360.3	(e)		767.6
Depreciation and amortization		206.5			59.3	(e)		147.2
General and administrative, excluding depreciation and amortization		130.6			6.0	(e)		124.6
Gain on sales of assets, net		(24.1	)		(24.1	) (e)		—
		1,440.9			401.5			1,039.4
EARNINGS FROM OPERATIONS		869.5			206.4			663.1
OTHER INCOME (EXPENSE), NET
Interest expense		(20.0	)		—			(20.0	)
Refinancing charges		(2.3	)		—			(2.3	)
Interest income		17.5			0.4	(e)		17.1
Other income (expense), net		17.4			(3.0	) (e)		20.4
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		882.1			203.8			678.3
INCOME TAXES		(216.6	)		(70.6	) (e)		(146.0	)
INCOME FROM CONTINUING OPERATIONS, NET OF TAX	$	665.5		$	133.2		$	532.3
EARNINGS PER SHARE FROM CONTINUING OPERATIONS:
Basic	$	3.86					$	3.09
Diluted	$	3.78					$	3.03
SHARES USED IN PER SHARE CALCULATIONS
Basic		170.6						170.6
Diluted		175.2						175.2

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

Pride International, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Year Ended December 31, 2007
(In millions, except per share amounts)

	Historical,			Less:
	As Adjusted			Pro Forma
	(f) (g)			Adjustments			Pro Forma
REVENUES	$	1,951.5		$	622.5	(e)	$	1,329.0
COSTS AND EXPENSES
Operating costs, excluding depreciation and amortization		966.7			317.5	(e)		649.2
Depreciation and amortization		215.3			62.3	(e)		153.0
General and administrative, excluding depreciation and amortization		138.1			—			138.1
Gain on sales of assets, net		(30.5	)		(0.7	) (e)		(29.8	)
		1,289.6			379.1			910.5
EARNINGS FROM OPERATIONS		661.9			243.4			418.5
OTHER INCOME (EXPENSE), NET
Interest expense		(82.5	)		0.1	(e)		(82.6	)
Interest income		14.4			0.1	(e)		14.3
Other income (expense), net		(3.4	)		(0.7	) (e)		(2.7	)
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		590.4			242.9			347.5
INCOME TAXES		(169.1	)		(85.8	) (e)		(83.3	)
LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		(3.5	)		—			(3.5	)
INCOME FROM CONTINUING OPERATIONS, NET OF TAX	$	417.8		$	157.1		$	260.7
EARNINGS PER SHARE FROM CONTINUING OPERATIONS:
Basic	$	2.50					$	1.56
Diluted	$	2.40					$	1.52
SHARES USED IN PER SHARE CALCULATIONS
Basic		165.6						165.6
Diluted		178.1						178.1

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

Pride International, Inc.
Unaudited Pro Forma Condensed Consolidated Statement of Operations
Year Ended December 31, 2006
(In millions, except per share amounts)

	Historical,			Less:
	As Adjusted			Pro Forma
	(f) (g)			Adjustments			Pro Forma
REVENUES	$	1,518.8		$	612.4	(e)	$	906.4
COSTS AND EXPENSES
Operating costs, excluding depreciation and amortization		887.9			279.7	(e)		608.2
Depreciation and amortization		188.0			59.1	(e)		128.9
General and administrative, excluding depreciation and amortization		105.8			0.2	(e)		105.6
Impairment expense		0.5			0.5	(e)		—
Gain on sales of assets, net		(28.6	)		(0.7	) (e)		(27.9	)
		1,153.6			338.8			814.8
EARNINGS FROM OPERATIONS		365.2			273.6			91.6
OTHER INCOME (EXPENSE), NET
Interest expense		(88.1	)		—			(88.1	)
Interest income		4.2			0.1	(e)		4.1
Other income (expense), net		0.9			(1.6	) (e)		2.5
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		282.2			272.1			10.1
INCOME TAXES		(113.9	)		(97.8	) (e)		(16.1	)
LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS		(4.1	)		—			(4.1	)
INCOME (LOSS) FROM CONTINUING OPERATIONS, NET OF TAX	$	164.2		$	174.3		$	(10.1	)
EARNINGS (LOSS) PER SHARE FROM CONTINUING OPERATIONS:
Basic	$	1.00					$	(0.06	)
Diluted	$	0.99					$	(0.06	)
SHARES USED IN PER SHARE CALCULATIONS
Basic		162.8						162.8
Diluted		164.7						162.8

See accompanying Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

Pride International, Inc.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements

(a) Reflects the pro forma elimination of the assets, liabilities and equity associated with Seahawk, which are included in our historical balance sheet.

(b) The pro forma condensed consolidated balance sheet adjustment includes a $47.3 million decrease to cash and cash equivalents to give effect to our cash contribution to Seahawk pursuant to our agreement to provide Seahawk with targeted working capital of $85 million as of May 31, 2009.

(c) The pro forma condensed consolidated balance sheet adjustment includes a $35.0 million decrease to property and equipment, net to give effect to the expected impairment of the mat-supported jackup rig fleet resulting from the required fair value assessment of the long-lived assets of Seahawk at the date of the spin-off. The pro forma amount represents the mid-point of the range of the expected impairment loss of $25 million to $45 million, pending finalization of the fair value assessment. The unaudited pro forma condensed consolidated statements of operations do not reflect this expected impairment loss.

(d) The pro forma condensed consolidated balance sheet adjustment includes a $15.9 million increase to accrued expenses and other current liabilities to give effect to the accrual for non-recurring costs related to the spin-off. The unaudited pro forma condensed consolidated statements of operations do not reflect these expected non-recurring costs.

(e) Reflects the pro forma elimination of the operating results of Seahawk and related incremental corporate expenses, which are included in our historical results of operations. Also reflects the pro forma elimination of the operating results of our shallow-water platform rig business and related incremental corporate expenses, which we sold in May 2008 and which was included in our historical results of operations.

(f) The historical condensed consolidated statement of operations for the years ended December 31, 2008, 2007 and 2006 have been adjusted to retroactively apply FASB Staff Position (“FSP”) APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlement), which we adopted effective January 1, 2009. This resulted in a decrease to our previously reported net income from continuing operations of $1.0 million, $6.0 million and $6.4 million for the years ended December 31, 2008, 2007 and 2006, respectively.

(g) The historical weighted average shares outstanding and earnings per share amounts for the years ended December 31, 2008, 2007 and 2006 have been adjusted to retroactively apply FSP EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, which we adopted effective January 1, 2009. This resulted in a decrease to our previously reported basic and diluted earnings per share from continuing operations of $0.04, $0.02 and $0.01 for the years ended December 31, 2008, 2007 and 2006, respectively.