Hercules Offshore Announces Fourth Quarter and Full Year 2007 Earnings

Hercules Offshore Announces Fourth Quarter and Full Year 2007 Earnings

HOUSTON, Jan. 31 /PRNewswire-FirstCall/ -- Hercules Offshore, Inc. (NASDAQ: HERO) today reported net income of $31.3 million, or $0.35 per diluted share, on revenues of $262.9 million for the fourth quarter 2007, compared to net income of $35.5 million, or $1.09 per diluted share, on revenues of $114.7 million for the fourth quarter 2006.

Net income was $136.5 million, or $2.29 per diluted share, on revenues of $766.8 million for the twelve months ended December 31, 2007, compared to net income of $119.1 million or $3.70 per diluted share, on revenues of $344.3 million for the twelve months ended December 31, 2006. The results from the twelve month period ended December 31, 2007 include $3.1 million in severance costs and other costs related to our July 2007 acquisition of TODCO, and a loss of $1.5 million related to the early retirement of debt, net of a $0.7 million gain on interest rate derivatives. On an after-tax basis, these items approximated $3.0 million, or $0.05 per diluted share. Excluding the effect of these items, net income for the year ended December 31, 2007, was $139.5 million or $2.34 per diluted share. A one-time gain of $18.6 million, net of tax, related to an insurance claim settled on the loss of Rig 25 in Hurricane Katrina, was included in the 2006 results. Excluding this gain, net income was $100.4 million or $3.12 per diluted share for the twelve month period ended December 31, 2006.

Randy Stilley, Chief Executive Officer and President of Hercules Offshore, Inc., stated, "2007 was a transformative year for Hercules Offshore. Our company grew dramatically, tripling the size of our offshore drilling fleet as a result of our acquisition of TODCO. We quickly completed the integration of TODCO into our operations, using the best of both companies to form a leader in the industry. The acquisition also enhanced our financial flexibility and expanded our geographic footprint. Furthermore, in line with our strategy of focusing on shallow water offshore services, we divested of the nine legacy TODCO land rigs late last year."

"The past year also marked a period of transition for the US Gulf of Mexico. It was a year in which many of our customers retrenched, focusing on strengthening their balance sheets or digesting recent property acquisitions. Importantly however, supply also adjusted downward to reflect decreased demand. Going forward, based on our customers' indications of higher activity, and supported by the recent improvement in natural gas prices, we are confident that activity levels will commence a gradual upturn during 2008. Additionally, we will remain focused on managing our operating costs as we did so effectively during 2007, as well as seeking opportunities to further enhance our international presence."

Offshore Highlights

During the fourth quarter 2007, revenues from Domestic Offshore increased by 44% to $70.7 million, from $49.1 million in the fourth quarter 2006. The increase was driven by additional operating days as a result of the TODCO acquisition, partially offset by a decline in utilization to 55.6% compared to 99.5% during the fourth quarter 2006 and a reduction in average daily revenue per rig of $26,563 to $62,796 in the fourth quarter 2007 as a result of softer demand. Average operating expense per rig per day declined to $23,408 in the fourth quarter 2007 from $25,824 in the prior year period largely due to the warm stacking of several idle rigs. Operating income decreased to $6.5 million in the fourth quarter 2007 from $30.4 million in the fourth quarter of 2006.

International Offshore revenues increased 194% during the fourth quarter of 2007 to $53.8 million from $18.3 million in the prior year period due to increased operating days stemming from the acquisition of TODCO. Our average daily revenue per rig declined by $16,945 to $89,458 during the fourth quarter 2007 compared with the prior year period due to a mix shift in the type of rigs in this segment. Our average operating expense per day declined to $32,622 in the fourth quarter 2007 from $41,999 in the fourth quarter of 2006. Operating income increased by $16.0 million to $24.6 million in the fourth quarter 2007 from $8.6 million in the prior year period.

Inland Highlights

During the fourth quarter 2007, we generated revenues of $53.5 million and operating income of $14.1 million in our inland segment. Average daily revenue per rig in this segment was $47,312 on utilization of 72.3%. Prior to the third quarter of 2007, we did not have inland barge operations.

Liftboat Highlights

Domestic Liftboats generated revenues of $32.2 million in the fourth quarter 2007 versus $38.1 million in the fourth quarter 2006. Operating income decreased to $10.9 million in the fourth quarter 2007 from $17.2 million in the same period of 2006. The results were impacted by a decline in our utilization to 65.2% during the fourth quarter 2007 from 74.2% in the same period in 2006, as well as a decline in our average revenue per liftboat per day to $11,656 from $12,398 over the same periods as we have largely completed repair work from the active 2005 hurricane season. Our average operating expenses per liftboat per day also declined to $3,379 in the fourth quarter 2007 from $3,777 in the fourth quarter 2006.

Our International Liftboats segment posted revenues of $17.3 million for the three-month period ended December 31, 2007, a significant increase from $9.2 million in the fourth quarter 2006. This increase is largely attributed to an increase in our operating days to 1,280 compared with 818 in the fourth quarter of 2006 as a result of our acquisition of eight liftboats and the bareboat charter of an additional five liftboats in late 2006. Average revenue per liftboat per day also increased to $13,480 from $11,277 for the same period of 2006 as we increased our dayrates due to robust demand. Operating income increased to $5.2 million in the fourth quarter 2007 from $2.2 million in the fourth quarter 2006.

Other Highlights

Our Other segment includes the results of our wholly owned subsidiary, Delta Towing, and our former fleet of nine onshore drilling rigs, both of which were assumed as part of the TODCO acquisition. During the fourth quarter 2007, this segment generated revenues of $35.6 million and operating income of $6.5 million. As previously announced, we sold our fleet of nine land drilling rigs and related assets in late December 2007 for $107.0 million. These assets contributed $18.7 million in revenue and approximately $600,000 in operating income to our fourth quarter results.

Balance Sheet Highlights

At December 31, 2007, the Company's balance sheet reflected total assets of $3.6 billion, including cash & equivalents and marketable securities totaling $251.7 million, total debt of $928.6 million and stockholders' equity of $2.0 billion.

Non-GAAP

Certain non-GAAP performance measures and corresponding reconciliations to GAAP financial measures for the company have been provided for meaningful comparisons between current results and prior operating periods. Generally, a non-GAAP financial measure is a numerical measure of a company's performance, financial position, or cash flows that excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles. In order to fully assess the financial operating results, management believes that the adjusted net income figures included in this release are appropriate measures of the continuing and normal operations of the company. However, these measures should be considered in addition to, and not as a substitute, or superior to, net income, operating income, cash flows from operations, or other measures of financial performance prepared in accordance with GAAP. The non-GAAP measures included in this press release have been reconciled to the nearest GAAP measure in the table that follows the financial statements.

Conference Call Information

Hercules Offshore will conduct a conference call at 10:00 a.m. CST (11:00 a.m. EST) on Thursday, January 31, 2008, to discuss its fourth quarter 2007 financial results. To participate in the call, dial 800-299-9630 (domestic) or 617-786-2904 (international) and reference access code 32636004 approximately 10 minutes prior to the start of the call. The conference call will also be broadcast live via the Internet at http://www.herculesoffshore.com.

A replay of the conference call will be available by telephone on Thursday, January 31, 2008 beginning at 12:00 p.m. CST (1:00 p.m. EST), through Thursday, February 7, 2008. The phone number for the conference call replay is 888-286-8010 (domestic) or 617-801-6888 (international) with reference code 95207954. Additionally, the recorded conference call will be accessible through our Web site at http://www.herculesoffshore.com for 28 days after the conference call.

Additional Information

Headquartered in Houston, Hercules Offshore, Inc. operates a fleet of 33 jackup rigs, 27 barge rigs, 65 liftboats, three submersible rigs, one platform rig and a fleet of marine support vessels, and has operations in nine different countries on four continents. The company offers a range of services to oil and gas producers to meet their needs during drilling, well service, platform inspection, maintenance, and decommissioning operations in shallow waters.

For more information, please visit our Web site at http://www.herculesoffshore.com.

The news release 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. Such statements are subject to a number of risks, uncertainties and assumptions, including the factors described in Hercules Offshore's most recent periodic reports and other documents filed with the Securities and Exchange Commission, which are available free of charge at the SEC's Web site at http://www.sec.gov/ or the company's Web site at http://www.herculesoffshore.com. Hercules Offshore cautions you that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those projected or implied in these statements.



                   HERCULES OFFSHORE, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                                (In thousands)

                                                 December 31,     December 31,
                                                    2007              2006
                                                 (unaudited)
    ASSETS
      Current Assets:
        Cash and Cash Equivalents                  $212,452          $72,772
        Restricted Cash                                 -                250
        Marketable Securities                        39,300              -
        Accounts Receivable                         221,663           89,136
        Insurance Claims Receivable                  43,342              -
        Supplies                                      2,494              -
        Prepaids                                     31,417           14,438
        Current Deferred Tax Asset                   17,551              -
        Other                                        23,565            3,627
                                                    591,784          180,223

      Property and Equipment, Net                 2,060,224          415,864
      Goodwill                                      940,241              -
      Other Assets, Net                              50,290            9,494

                                                 $3,642,539         $605,581

    LIABILITIES AND STOCKHOLDERS' EQUITY
      Current Liabilities:
        Short-term Debt and Current Portion
         of Long-term Debt                          $21,653           $1,400
        Insurance Note Payable                       16,931            6,058
        Accounts Payable                            105,527           29,123
        Accrued Liabilities                          80,138           16,262
        Taxes Payable                                23,006            8,745
        Other Current Liabilities                    16,845            7,738
                                                    264,100           69,326

      Long-term Debt, Net of Current Portion        890,013           91,850
      Other Liabilities                              19,518            6,700
      Deferred Income Taxes                         457,475           42,854

      Commitments and Contingencies

      Stockholders' Equity                        2,011,433          394,851
                                                 $3,642,539         $605,581



                   HERCULES OFFSHORE, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share data)
                                 (Unaudited)


                                      Three Months Ended  Twelve Months Ended
                                         December 31,        December 31,
                                        2007      2006      2007      2006

    Revenues                          $262,920  $114,670  $766,793  $344,312

    Costs and Expenses:
       Operating Expenses              146,634    42,745   376,459   124,138
       Depreciation and Amortization    45,544     9,728   109,064    32,310
       General and Administrative       13,295     9,411    49,811    29,807
                                       205,473    61,884   535,334   186,255

    Operating Income                    57,447    52,786   231,459   158,057

    Other Income (Expense):
       Interest Expense                (16,825)   (2,454)  (36,055)   (9,278)
       Gain on Disposal of Assets          -         -         -      30,690
       Loss on Early Retirement of Debt    -         -      (2,182)      -
       Other, Net                        1,263     1,341     6,291     4,038

    Income Before Income Taxes          41,885    51,673   199,513   183,507
    Income Tax Provision               (10,591)  (16,147)  (62,991)  (64,457)

    Net Income                         $31,294   $35,526  $136,522  $119,050


    Earnings Per Share:
       Basic                             $0.35     $1.11     $2.32     $3.80
       Diluted                           $0.35     $1.09     $2.29     $3.70
    Weighted Average Shares
     Outstanding:
       Basic                            88,850    31,872    58,897    31,327
       Diluted                          89,549    32,674    59,563    32,203



                   HERCULES OFFSHORE, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (In thousands)

                                              Twelve Months Ended December 31,
                                                    2007              2006
                                                (unaudited)
    Cash Flows from Operating Activities:
        Net Income                                $136,522          $119,050
        Adjustments to Reconcile Net
         Income to Net Cash Provided by
         Operating Activities:
           Depreciation and Amortization           109,064            32,310
           Stock-based Compensation Expense          7,680             3,098
           Deferred Income Taxes                     2,841            27,200
           Amortization of Deferred
            Financing Fees                           1,805               686
           Excess Tax Benefit from Stock-
            based Arrangements                      (1,258)           (1,271)
           Loss on Early Retirement of Debt          2,182               -
           Gain on Disposal of Assets               (4,491)          (30,779)
           (Increase) Decrease in Operating
            Assets -
             Accounts Receivable                    58,827           (50,653)
             Insurance Claims Receivable           (13,565)            5,919
             Prepaid Expenses and Other              9,263           (12,617)
           Increase (Decrease) in Operating
            Liabilities -
             Accounts Payable                       (6,794)           15,842
             Insurance Note Payable                (25,301)            3,657
             Other Current Liabilities              15,239            11,499
             Tax Sharing Agreement Payment        (116,003)              -
             Other Liabilities                       2,308               300
         Net Cash Provided by Operating
          Activities                               178,319           124,241

    Cash Flows from Investing Activities:
        Acquisition of Business, Net of
         Cash Acquired                            (728,396)              -
        Investment in Marketable
         Securities                               (151,675)              -
        Proceeds from Sale of Marketable
         Securities                                112,375               -
        Additions of Property and
         Equipment                                (155,390)         (204,456)
        Deferred Drydocking Expenditures           (20,772)          (12,544)
        Insurance Proceeds Received                  4,285            61,278
        Proceeds from Sale of Assets, Net          109,745             5,989
        (Increase) Decrease in Restricted
         Cash                                        4,821              (250)
           Net Cash Used in Investing
            Activities                            (825,007)         (149,983)

    Cash Flows from Financing Activities:
        Long-term Debt Borrowings                  900,000               -
        Payment of Debt                            (99,145)           (1,400)
        Proceeds from Issuance of Common
         Stock                                         -              54,198
        Proceeds from Exercise of Stock
         Options                                     2,054             1,232
        Excess Tax Benefit from Stock-
         based Arrangements                          1,258             1,271
        Payment of Debt Issuance Costs             (17,753)             (630)
        Distributions to Members                       -              (3,732)
        Other                                          (46)              -
           Net Cash Provided by Financing
            Activities                             786,368            50,939

    Net Increase in Cash and Cash Equivalents      139,680            25,197
    Cash and Cash Equivalents at
     Beginning of Period                            72,772            47,575
    Cash and Cash Equivalents at End of
     Period                                       $212,452           $72,772



                   HERCULES OFFSHORE, INC. AND SUBSIDIARIES
                    SELECTED FINANCIAL AND OPERATING DATA
                (Dollars in thousands, except per day amounts)
                                 (Unaudited)

                                  Three Months Ended  Twelve Months Ended
                                      December 31,        December 31,
                                     2007      2006      2007      2006

    Domestic Offshore:
      Number of rigs (as of
       end of period)                   27         6        27         6
      Revenues                     $70,708   $49,058  $241,452  $160,761
      Operating expenses            47,377    14,256   122,131    51,862
      Depreciation and
       amortization expense         15,929     2,603    35,143     8,882
      General and administrative
       expenses                        889     1,761     6,105     6,980
      Operating income              $6,513   $30,438   $78,073   $93,037

    International Offshore:
      Number of rigs (as of
       end of period)                   10         3        10         3
      Revenues                     $53,764   $18,301  $144,778   $30,460
      Operating expenses            21,987     7,727    59,593    13,377
      Depreciation and
       amortization expense          6,982     1,361    15,513     2,547
      General and administrative
       expenses                        196       657     1,863     1,606
      Operating income             $24,599    $8,556   $67,809   $12,930

    Inland:
      Number of barges (as
       of end of period)                27       -          27       -
      Revenues                     $53,462      $-    $107,100      $-
      Operating expenses            30,090       -      56,636       -
      Depreciation and
       amortization expense          9,314       -      16,264       -
      General and administrative
       expenses                        -         -         533       -
      Operating income             $14,058      $-     $33,667      $-

    Domestic Liftboats:
      Number of liftboats
       (as of end of period)            47        47        47        47
      Revenues                     $32,170   $38,087  $137,745  $133,929
      Operating expenses            14,302    15,636    59,902    49,025
      Depreciation and
       amortization expense          6,353     4,795    24,969    18,854
      General and administrative
       expenses                        568       479     2,190     2,259
      Operating income             $10,947   $17,177   $50,684   $63,791



                   HERCULES OFFSHORE, INC. AND SUBSIDIARIES
             SELECTED FINANCIAL AND OPERATING DATA - (Continued)
                (Dollars in thousands, except per day amounts)
                                 (Unaudited)

                                   Three Months Ended  Twelve Months Ended
                                      December 31,        December 31,
                                     2007      2006      2007      2006

    International Liftboats:
      Number of liftboats
       (as of end of period)            18        17        18        17
      Revenues                     $17,254    $9,224   $63,282   $19,162
      Operating expenses             8,834     5,126    31,879     9,874
      Depreciation and
       amortization expense          2,134       944     7,619     1,923
      General and administrative
       expenses                      1,045       981     3,888     3,056
      Operating income              $5,241    $2,173   $19,896    $4,309

    Other:
      Revenues                     $35,562      $-     $72,436      $-
      Operating expenses            24,044       -      46,318       -
      Depreciation and
       amortization expense          4,628       -       9,028       -
      General and administrative
       expenses                        434       -       1,011       -
      Operating income              $6,456      $-     $16,079      $-

    Total Company:
      Revenues                    $262,920  $114,670  $766,793  $344,312
      Operating expenses           146,634    42,745   376,459   124,138
      Depreciation and
       amortization expense         45,544     9,728   109,064    32,310
      General and administrative
       expenses                     13,295     9,411    49,811    29,807
      Operating income              57,447    52,786   231,459   158,057
           Interest expense        (16,825)   (2,454)  (36,055)   (9,278)
           Gain on disposal
            of asset                   -         -         -      30,690
           Loss on early
            retirement of debt         -         -      (2,182)      -
           Other income              1,263     1,341     6,291     4,038
      Income before income taxes    41,885    51,673   199,513   183,507
           Income tax provision    (10,591)  (16,147)  (62,991)  (64,457)
      Net income                   $31,294   $35,526  $136,522  $119,050



                   HERCULES OFFSHORE, INC. AND SUBSIDIARIES
             SELECTED FINANCIAL AND OPERATING DATA - (Continued)
                (Dollars in thousands, except per day amounts)
                                 (Unaudited)

                                  Three Months Ended December 31, 2007
                                                                    Average
                                                           Average Operating
                                                           Revenue  Expense
                          Operating Available Utilization  per Day  per Day
                            Days      Days        (1)        (2)      (3)

      Domestic Offshore     1,126     2,024      55.6%     $62,796  $23,408
      International
       Offshore               601       674      89.2%      89,458   32,622
      Inland                1,130     1,564      72.3%      47,312   19,239
      Domestic Liftboats    2,760     4,232      65.2%      11,656    3,379
      International
       Liftboats            1,280     1,564      81.8%      13,480    5,648
      Other                   n/a       n/a        n/a         n/a      n/a


                                  Three Months Ended December 31, 2006
                                                                    Average
                                                           Average Operating
                                                           Revenue  Expense
                          Operating Available Utilization  per Day  per Day
                            Days      Days       (1)         (2)      (3)

      Domestic Offshore       549       552      99.5%      89,359  $25,824
      International
       Offshore               172       184      93.5%     106,403   41,999
      Inland                  -         -          -           -        -
      Domestic Liftboats    3,072     4,140      74.2%      12,398    3,777
      International
       Liftboats              818       917      89.2%      11,277    5,590
      Other                   n/a       n/a        n/a         n/a      n/a


                                 Twelve Months Ended December 31, 2007
                                                                    Average
                                                           Average Operating
                                                           Revenue  Expense
                          Operating Available Utilization  per Day  per Day
                            Days      Days       (1)         (2)      (3)

      Domestic Offshore     3,265     4,958      65.9%     $73,952  $24,633
      International
       Offshore             1,549     1,625      95.3%      93,465   36,673
      Inland                2,279     2,941      77.5%      46,994   19,257
      Domestic Liftboats   11,265    16,749      67.3%      12,228    3,576
      International
       Liftboats            5,077     6,149      82.6%      12,464    5,184
      Other                   n/a       n/a        n/a         n/a      n/a


                                 Twelve Months Ended December 31, 2006
                                                                    Average
                                                           Average Operating
                                                           Revenue  Expense
                          Operating Available Utilization  per Day  per Day
                            Days      Days        (1)        (2)      (3)

      Domestic Offshore     1,973     2,078      94.9%     $81,480  $24,957
      International
       Offshore               305       321      95.0%      99,868   41,673
      Inland                  -         -          -           -        -
      Domestic Liftboats   11,895    15,416      77.2%      11,259    3,180
      International
       Liftboats            1,765     2,009      87.9%      10,857    4,915
      Other                   n/a       n/a        n/a         n/a      n/a


    (1) Utilization is defined as the total number of days our rigs or
        liftboats, as applicable, were under contract, known as operating
        days, in the period as a percentage of the total number of available
        days in the period.  Days during which our rigs and liftboats were
        undergoing major refurbishments, upgrades or construction, and days
        during which our rigs and liftboats are cold-stacked, are not counted
        as available days.  Days during which our liftboats are in the
        shipyard undergoing drydocking or inspection are considered available
        days for the purposes of calculating utilization.

    (2) Average revenue per rig or liftboat per day is defined as revenue
        earned by our rigs or liftboats, as applicable, in the period divided
        by the total number of operating days for our rigs or liftboats, as
        applicable, in the period.  Included in Domestic Offshore revenue is a
        total of $0.1 million and $0.4 million related to amortization of
        contract specific capital expenditures reimbursed by the customer for
        the three and twelve months ended December 31, 2007, respectively.
        There was no such revenue in the three and twelve months ended
        December 31, 2006.  Included in International Offshore revenue is a
        total of $0.3 million and $3.2 million related to amortization of
        deferred mobilization revenue and contract specific capital
        expenditures reimbursed by the customer for the three and twelve
        months ended December 31, 2007, respectively, and $1.8 million and
        $2.6 million for the three and twelve months ended December 31, 2006,
        respectively.  Included in revenue for our International Offshore
        segment for the twelve months ended December 31, 2006 is $2.0 million
        earned for a timely departure of Hercules 170 from the shipyard in the
        second quarter of 2006.

    (3) Average operating expense per rig or liftboat per day is defined as
        operating expenses, excluding depreciation and amortization, incurred
        by our rigs or liftboats, as applicable, in the period divided by the
        total number of available days in the period.  We use available days
        to calculate average operating expense per rig or liftboat per day
        rather than operating days, which are used to calculate average
        revenue per rig or liftboat per day, because we incur operating
        expenses on our rigs and liftboats even when they are not under
        contract and earning a dayrate.  In addition, the operating expenses
        we incur on our rigs and liftboats per day when they are not under
        contract are typically lower than the per-day expenses we incur when
        they are under contract.  Included in International Offshore operating
        expense is a total of $0.6 million and $2.8 million related to
        amortization of deferred mobilization expenses for the three and
        twelve months ended December 31, 2007, respectively, and $1.2 million
        and $1.6 million for the three and twelve months ended December 31,
        2006, respectively.



                   Hercules Offshore, Inc. and Subsidiaries
            Reconciliation of GAAP to Non-GAAP Financial Measures
                                 (Unaudited)
                    (In thousands, except per share data)

We report our financial results in accordance with generally accepted accounting principles (GAAP). However, management believes that certain non-GAAP performance measures and ratios may provide users of this financial information additional meaningful comparisons between current results and results in prior operating periods. One such non-GAAP financial measure we may present from time to time is operating income or net income excluding certain charges or amounts. This adjusted income amount is not a measure of financial performance under GAAP. Accordingly, it should not be considered as a substitute for operating income, net income or other income data prepared in accordance with GAAP. See the table below for supplemental financial data and corresponding reconciliations to GAAP financial measures for the three months ended September 30, 2007 and the twelve months ended December 31, 2007 and 2006. We did not report non-GAAP financial measures for the three months ended December 31, 2007 and 2006. Non-GAAP financial measures should be viewed in addition to, and not as an alternative for, the Company's reported results prepared in accordance with GAAP. The non-GAAP measures included in this press release have been reconciled to the nearest GAAP measure in the following table:



                                 Three Months Ended   Twelve Months Ended
                                   September 30,    December 31, December 31,
                                        2007           2007        2006

        Operating Income:
          GAAP Operating Income       $92,864        $231,459    $158,057
          Adjustment                    2,585 (a)       3,090 (b)     -
          Non-GAAP Operating Income   $95,449        $234,549    $158,057

        Other Income (Expense):
          GAAP Other Income (Expense)$(14,566)       $(31,946)    $25,450
          Adjustment                      960 (a)       1,524 (b) (29,580) (c)
          Non-GAAP Other Income
           (Expense)                 $(13,606)       $(30,422)    $(4,130)

        Provision for Income Taxes:
          GAAP Provision for Income
           Taxes                     $(29,927)       $(62,991)   $(64,457)
          Tax Impact of Adjustment     (1,241)(a)      (1,615)(b)  10,945 (c)
          Non-GAAP Provision for
           Income Taxes              $(31,168)       $(64,606)   $(53,512)

        Net Income:
          GAAP Net Income             $48,371        $136,522    $119,050
          Total Adjustment, Net
           of Tax                       2,304 (a)       2,999 (b) (18,635) (c)
          Non-GAAP Net Income         $50,675        $139,521    $100,415

        Diluted Earnings per Share:
          GAAP Diluted Earnings per
           Share                        $0.58           $2.29       $3.70
          Adjustment per Share           0.03 (a)        0.05 (b)   (0.58) (c)
          Non-GAAP Diluted Earnings
           per Share                    $0.61           $2.34       $3.12


    (a) Adjustment represents $2.6 million in severance and other acquisition
        related costs and a loss of $1.0 million related to the early
        retirement of debt, net of a $0.4 million derivative gain.  On an
        after-tax basis, these adjustments approximated $2.3 million, or three
        cents per diluted share.

    (b) Adjustment represents $3.1 million in severance and other acquisition
        related costs and a loss of $1.5 million related to the early
        retirement of debt, net of a $0.7 million derivative gain.  On an
        after-tax basis, these adjustments approximated $3.0 million, or
        5 cents per diluted share.

    (c) Adjustment represents a gain on an after-tax basis of $18.6 million
        related to an insurance claim settlement on the loss of Rig 25.
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