1
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
------------------March 31, 2001
--------------

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

For the transition period from _____________................. to ________________...................

Commission file number 1-13926

DIAMOND OFFSHORE DRILLING, INC.
(Exact name of registrant as specified in its charter)

Delaware 76-0321760
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)

15415 Katy Freeway
Houston, Texas
77094
(Address of principal executive offices)
(Zip Code)
(281) 492-5300
(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 [X] No [ ]

Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.

As of October 31, 2000 Common stock, $0.01 par value per share 134,019,777As of April 30, 2001 Common stock, $0.01 par value per share
133,457,055 shares

DIAMOND OFFSHORE DRILLING, INC.

TABLE OF CONTENTS FOR FORM 10-Q

QUARTER ENDED SEPTEMBER 30, 2000MARCH 31, 2001

PAGE NO.

COVER PAGE.......................................................................................1

TABLE OF CONTENTS................................................................................2

PART I. FINANCIAL INFORMATION...................................................................3

ITEM 1. FINANCIAL STATEMENTS
Consolidated Balance Sheets...................................................3Sheets....................................................3
Consolidated Statements of Income.............................................4Income..............................................4
Consolidated Statements of Cash Flows.........................................5Flows..........................................5
Notes to Consolidated Financial Statements....................................6Statements.....................................6

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS......................................................13OPERATIONS......................................................14

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ....................24....................21

PART II. OTHER INFORMATION.......................................................................25INFORMATION......................................................................22

ITEM 1. LEGAL PROCEEDINGS..............................................................25PROCEEDINGS..............................................................22

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS......................................25PROCEEDS......................................22

ITEM 3. DEFAULTS UPON SENIOR SECURITIES................................................25SECURITIES................................................22

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............................25HOLDERS............................22

ITEM 5. OTHER INFORMATION..............................................................25INFORMATION..............................................................22

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K...............................................25

SIGNATURES.......................................................................................268-K...............................................22

SIGNATURES.......................................................................................23

EXHIBIT INDEX....................................................................................27INDEX....................................................................................24

2
3

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

DIAMOND OFFSHORE DRILLING, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)

SEPTEMBER 30,MARCH 31, DECEMBER 31,
----------------------- ------------
2001 2000
1999
---------------------- ------------
(UNAUDITED)

ASSETS

CURRENT ASSETS:
Cash and cash equivalents ................................................................................................ $ 125,948304,563 $ 112,316144,456
Marketable securities ................................................... 755,706 529,042..................................................... 604,050 717,678
Accounts receivable ..................................................... 144,451 143,569....................................................... 161,703 153,452
Rig inventory and supplies .............................................. 40,629 38,760................................................ 41,123 40,698
Prepaid expenses and other .............................................. 42,045 36,605
------------ ------------................................................ 44,296 44,673
---------- ----------
Total current assets ........................ 1,108,779 860,292..................................... 1,155,735 1,100,957
DRILLING AND OTHER PROPERTY AND EQUIPMENT, NET OF
ACCUMULATED DEPRECIATION ................................................ 1,870,650 1,737,905.................................................. 1,894,957 1,902,415
GOODWILL, NET OF ACCUMULATED AMORTIZATION ................................. 69,816 73,174................................... 50,901 55,205
OTHER ASSETS .............................................................. 22,671 9,658
------------ ------------................................................................ 22,200 20,929
---------- ----------
Total assets ................................ $ 3,071,916 $ 2,681,029
============ ============............................................. $3,123,793 $3,079,506
========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Current portion of long-term debt ......................................... $ 9,732 $ 9,732
Accounts payable ........................................................ $ 49,944 $ 72,630.......................................................... 57,180 59,021
Accrued liabilities ..................................................... 45,099 44,051....................................................... 53,537 53,923
Taxes payable ........................................................... 2,691 18,720
------------ ------------............................................................. 3,813 337
---------- ----------
Total current liabilities ................... 97,734 135,401................................ 124,262 123,013
LONG-TERM DEBT ............................................................ 806,655 400,000.............................................................. 856,804 856,559
DEFERRED TAX LIABILITY .................................................... 317,823 291,213...................................................... 330,083 316,627
OTHER LIABILITIES ......................................................... 13,021 12,193
------------ ------------........................................................... 13,325 15,454
---------- ----------
Total liabilities ........................... 1,235,233 838,807
------------ ------------........................................ 1,324,474 1,311,653
---------- ----------
COMMITMENTS AND CONTINGENCIES:
STOCKHOLDERS' EQUITY:
Preferred stock (par value $0.01, 25,000,000 shares authorized, none
issued and outstanding) ................................................................................................. -- --
Common stock (par value $0.01, 500,000,000 shares authorized,
139,373,677133,232,793 and 133,150,447 issued 135,445,277and outstanding at September 30,
2000March 31, 2001
and 139,342,381 issued, 135,824,281 outstanding December 31, 1999) .............................................................. 1,394 1,3932000, respectively) .................................... 1,333 1,332
Additional paid-in capital .............................................. 1,306,858 1,302,841................................................ 1,255,066 1,248,665
Retained earnings ....................................................... 628,695 635,943......................................................... 537,370 517,186
Accumulated other comprehensive income (losses) ......................... 506 (9,229)
Treasury stock, at cost (3,928,400 shares at September 30, 2000
and 3,518,100 shares at December 31, 1999) ............................. (100,770) (88,726)
------------ ------------.................................... 5,550 670
---------- ----------
Total stockholders' equity .................. 1,836,683 1,842,222
------------ ------------............................... 1,799,319 1,767,853
---------- ----------
Total liabilities and stockholders' equity .. $ 3,071,916 $ 2,681,029
============ ============............... $3,123,793 $3,079,506
========== ==========

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS.

3
4

DIAMOND OFFSHORE DRILLING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share data)

THREE MONTHS ENDED
NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------- --------------------------MARCH 31,
----------------------
2001 2000
1999 2000 1999
---------- ---------- ---------- ------------------- ---------

REVENUES ................................................................................................ $ 157,348205,225 $ 206,740 $ 468,493 $ 650,114167,828

OPERATING EXPENSES:
Contract drilling ............................... 111,294 115,123 315,000 324,642................................. 108,697 100,823
Depreciation and amortization ................... 37,008 36,085 110,500 107,448..................... 41,559 36,875
General and administrative ...................... 5,918 5,364 17,853 17,286
---------- ---------- ---------- ----------........................ 6,887 6,020
--------- ---------
Total operating expenses ................... 154,220 156,572 443,353 449,376
---------- ---------- ---------- ----------..................... 157,143 143,718
--------- ---------

OPERATING INCOME ....................................... 3,128 50,168 25,140 200,738......................................... 48,082 24,110

OTHER INCOME (EXPENSE):
Gain on sale of assets .......................... 149 38 14,231 182............................ 121 14,017
Interest income ................................. 16,703 9,065 35,237 26,014................................... 11,687 8,622
Interest expense ................................ (3,861) (2,152) (6,702) (7,474).................................. (8,318) (1,234)
Other, net ...................................... (51) 1,094 (737) 328
---------- ---------- ---------- ----------........................................ 3,105 (89)
--------- ---------
INCOME BEFORE INCOME TAX EXPENSE ....................... 16,068 58,213 67,169 219,788......................... 54,677 45,426

INCOME TAX EXPENSE ..................................... (5,591) (20,367) (23,567) (76,897)
---------- ---------- ---------- ----------....................................... (17,849) (15,938)
--------- ---------

NET INCOME ............................................................................................ $ 10,47736,828 $ 37,846 $ 43,602 $ 142,891
========== ========== ========== ==========29,488
========= =========

EARNINGS PER SHARE:
Basic ........................................... $ 0.08............................................. $ 0.28 $ 0.32 $ 1.05
========== ========== ========== ==========0.22
========= =========
Diluted ......................................... $ 0.08........................................... $ 0.27 $ 0.32 $ 1.01
========== ========== ========== ==========0.21
========= =========

WEIGHTED AVERAGE SHARES OUTSTANDING:
Common shares ................................... 135,469 135,824 135,563 135,821Shares of common stock ............................ 133,165 135,688
Dilutive potential shares of common shares ................ --stock ......... 9,862 9,876
9,876 9,876
---------- ---------- ---------- ------------------- ---------
Total weighted average shares outstanding .. 135,469 145,700 145,439 145,697
========== ========== ========== ==========.... 143,027 145,564
========= =========

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS.

4
5

DIAMOND OFFSHORE DRILLING, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)

Nine Months Ended
September 30,
--------------------------THREE MONTHS ENDED
MARCH 31,
----------------------
2001 2000
1999
---------- ------------------- ---------

OPERATING ACTIVITIES:
Net income .................................................................................................................. $ 43,60236,828 $ 142,89129,488
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization ................................... 110,500 107,448..................................... 41,559 36,875
Gain on sale of assets .......................................... (14,231) (182)
(Gain) loss............................................ (121) (14,017)
Gain on sale of investment securities .................... 51 (23)............................. (6,111) --
Deferred tax provision .......................................... 21,042 22,858............................................ 14,230 7,648
Accretion of discounts on investment securities ................. (4,709) (7,163)................... (2,115) (2,197)
Amortization of debt issuance costs ............................. 577 404............................... 426 138
Amortization of discount on zero coupon convertible debentures .. 4,497.... 3,579 --
Changes in operating assets and liabilities:
Accounts receivable ............................................. (882) 80,812............................................... (8,251) 13,810
Rig inventory and supplies and other current assets ............. (7,959) (15,356)............... (48) 6,830
Other assets, non-current ....................................... (4,334) 297......................................... (1,862) (30)
Accounts payable and accrued liabilities ........................ (21,644) (38,168).......................... (2,062) (27,376)
Taxes payable ................................................... (15,707) 34,245..................................................... 3,476 (4,032)
Other liabilities, non-current .................................. 828 (1,414).................................... (2,129) (608)
Other, net ...................................................... 1,103 (509)
---------- ----------........................................................ 469 132
--------- ---------
Net cash provided by operating activities ................... 112,734 326,140
---------- ----------..................... 77,868 46,661
--------- ---------
INVESTING ACTIVITIES:
Capital expenditures .............................................. (257,713) (232,180)................................................ (33,779) (79,155)
Proceeds from sale of assets ...................................... 32,709 578........................................ 699 32,177
Net change in marketable securities ............................... (208,130) (46,857)
---------- ----------................................. 128,895 19,976
--------- ---------
Net cash used inprovided by (used in) investing activities ....................... (433,134) (278,459)
---------- ----------........... 95,815 (27,002)
--------- ---------
FINANCING ACTIVITIES:
Acquisition of treasury stock ..................................... (12,044)....................................... -- (8,489)
Proceeds from sale of put options ................................. 3,875................................... 3,068 --
Payment of dividends .............................................. (50,850) (50,933)................................................ (16,644) (16,979)
Proceeds from stock options exercised ............................. 129 35
Issuance of zero coupon convertible debentures .................... 402,178............................... -- Debt issuance costs-zero coupon convertible debentures ............ (9,256) --
---------- ----------65
--------- ---------
Net cash provided by (used in)used in financing activities ......... 334,032 (50,898)
---------- ----------......................... (13,576) (25,403)
--------- ---------

NET CHANGE IN CASH AND CASH EQUIVALENTS ................................. 13,632 (3,217)................................... 160,107 (5,744)
Cash and cash equivalents, beginning of period .......................................... 144,456 112,316
101,198
---------- ------------------- ---------
Cash and cash equivalents, end of period ...................................................... $ 125,948304,563 $ 97,981
========== ==========106,572
========= =========

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THE CONSOLIDATED
FINANCIAL STATEMENTS.

5
6

DIAMOND OFFSHORE DRILLING, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. GENERAL

The consolidated financial statements of Diamond Offshore Drilling, Inc.
and subsidiaries (the "Company") should be read in conjunction with the Annual
Report on Form 10-K for the year ended December 31, 19992000 (File No. 1-13926).

Interim Financial Information

The accompanying consolidated financial statements have been prepared in
accordance with accounting principles generally accepted accounting principlesin the United States of
America for interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X. Accordingly, they do not include all
disclosures required by generally accepted accounting principles for complete
financial statements. The consolidated financial information has not been
audited but, in the opinion of management, includes all adjustments (consisting
only of normal recurring accruals) necessary for a fair presentation of the
consolidated balance sheets, statements of income, and statements of cash flows
at the dates and for the periods indicated. Results of operations for interim
periods are not necessarily indicative of results of operations for the
respective full years.

Cash and Cash Equivalents

Short-term, highly liquid investments that have an original maturity of
three months or less whichand deposits in money market mutual funds that are considered part of the Company'sreadily
convertible into cash management
activities, rather than part of its investing activities, are considered cash equivalents.

Marketable Securities

The Company's investments are classified as available for sale and stated
at fair value. Accordingly, any unrealized gains and losses, net of taxes, are
reported in the Consolidated Balance Sheets in "Accumulated other comprehensive
income and losses"income" until realized. The cost of debt securities is adjusted for amortization
of premiums and accretion of discounts to maturity and such adjustments are
included in the Consolidated Statements of Income in "Interest income." The cost
of debt securities sold is based on the specific identification method and the
cost of equity securities sold is based on the average cost method. Realized
gains or losses and declines in value, if any, judged to be other than temporary
are reported in the Consolidated Statements of Income in "Other income
(expense)."

Supplementary Cash Flow Information

Cash payments made for interest on long-term debt totaled $15.0$7.5 million
during both the nine monthseach quarter ended September 30, 2000March 31, 2001 and 1999.2000. Cash payments made, net of
refunds, for income taxes during the nine monthsquarters ended September
30,March 31, 2001 and 2000
and 1999 totaled $23.4$0.6 million and $35.5$13.5 million, respectively.

Capitalized Interest

Interest cost for construction and upgrade of qualifying assets is
capitalized. The Company incurred interest cost, including amortization of debt
issuance costs, of $7.5$8.8 million and $16.3$3.9 million during the quarterquarters ended March
31, 2001 and nine
months ended September 30, 2000, respectively. Interest cost capitalized during the quarterquarters
ended March 31, 2001 and nine months ended September 30, 2000 was $3.7$0.4 million and $9.6$2.7 million, respectively.

The Company incurred interest costs of $3.9 million and
$11.6 million during the quarter and nine months ended September 30, 1999,
respectively. Interest cost capitalized during the quarter and nine months ended
September 30, 1999 was $1.7 million and $4.1 million, respectively.

6
7

Goodwill

Goodwill from the merger with Arethusa (Off-Shore) Limited ("Arethusa") is amortized on a straight-line basis over 20 years. Amortization
charged to operating expense during the quarters ended March 31, 2001 and 2000
totaled $0.9 million and $1.1 million, and $3.3 million for the quarter and nine months ended
September 30, 2000, respectively.

For the quarter and nine months ended
September 30, 1999, amortization expense totaled $1.3 million and $4.1 million,
respectively.6
7

Debt Issuance Costs

Debt issuance costs are included in the Consolidated Balance Sheets in
"Other assets" and are amortized over the terms of the related debt.

Treasury Stock

Depending on market conditions, the Company may, from time to time,
purchase shares of its common stock in the open market. The purchase of treasury
stock is accounted for using the cost method, which reports the cost of the
shares acquired in "Treasury stock" as a deduction from stockholders' equity in
the Consolidated Balance Sheets. During the nine months ended September 30,
2000, the Company purchased 410,300 shares of its common stock at an aggregate
cost of $12.0 million, or at an average cost of $29.35 per share. There were no
purchases by the Company of its common stock in 1999.

Common Equity Put Options

In August 2000, in connection with its ongoing stock repurchase
program,February 2001, the Company soldreceived premiums of $3.1 million for the
sale of put options covering 750,000500,000 shares of common shares.stock. The options give
the holders the right to require the Company to repurchase shares of its common
stock at an exercise price of $37.85$40.00 per share at anytimeany time prior to their
expiration throughin February 2001.2002. The Company has the option to settle in cash or
shares of common stock. Premiums received for these options of $3.9 million
are recorded in
"Additional paid-in capital" in the Consolidated Balance Sheets.

At September 30, 2000, allAll of the put options coveringsold by the Company in August 2000 were unexercised
and expired by the end of February 2001. The put options covered 750,000 shares
of common stock and gave the holders the right to require the Company to
repurchase shares of its common stock at an exercise price of $37.85 per share
at any time prior to their expiration in February 2001. The Company had the
option to settle in cash or shares of common stock. Premiums of $3.9 million
received for these options were outstanding.recorded in "Additional paid-in capital" in the
Consolidated Balance Sheets.

Comprehensive Income

Comprehensive income is the change in equity of a business enterprise
during a period resulting from transactions and other events and circumstances
except those transactions resulting from investments by owners and distributions to owners. For the
quarter and ninethree months ended September 30,March 31, 2001 and 2000, comprehensive income totaled $17.4$41.7
million and $53.3 million, respectively. For the quarter
and nine months ended September 30, 1999, comprehensive income totaled $37.1
million and $137.8$29.8 million, respectively. Comprehensive income includes net
income, foreign currency translation gains and losses, and unrealized holding
gains and losses on investments.

Use of Estimates in the Preparation of Financial Statements

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

Reclassifications

Certain amounts applicable to the prior periods have been reclassified to
conform to the classifications currently followed. Such reclassifications do not
affect earnings.

7
8

2. EARNINGS PER SHARE

A reconciliation of the numerators and the denominators of the basic and
diluted per-share computations for net income follows:

THREE MONTHS ENDED
NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------- -----------------------------MARCH 31,
-------------------
2001 2000
1999 2000 1999
------------ ------------ ------------ ------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)-------- --------

NET INCOME - BASIC (NUMERATOR):
..................Net income .................................... $ 10,47736,828 $ 37,846 $ 43,602 $ 142,89129,488
Effect of dilutive potential shares:shares
Convertible notes ....................... -- 1,399 3,111 4,858
------------ ------------ ------------ ------------........................ 2,401 802
-------- --------
NET INCOME INCLUDING CONVERSIONS (NUMERATOR): ...................... $ 10,47739,229 $ 39,245 $ 46,713 $ 147,749
============ ============ ============ ============30,290
======== ========

WEIGHTED AVERAGE SHARES - BASIC (DENOMINATOR):
... 135,469 135,824 135,563 135,821Weighted average shares ....................... 133,165 135,688
Effect of dilutive potential shares:shares
Convertible notes ....................... --........................ 9,862 9,876
9,876 9,876
------------ ------------ ------------ -------------------- --------
WEIGHTED AVERAGE SHARES INCLUDING CONVERSIONS (DENOMINATOR): ................................... 135,469 145,700 145,439 145,697
============ ============ ============ ============..... 143,027 145,564
======== ========

EARNINGS PER SHARE:
Basic ........................................ $ 0.08......................................... $ 0.28 $ 0.32 $ 1.05
============ ============ ============ ============0.22
======== ========
Diluted ...................................... $ 0.08....................................... $ 0.27 $ 0.32 $ 1.01
============ ============ ============ ============0.21
======== ========

On June 6, 2000,The number of shares outstanding for the periods presented were increased
to include the weighted average number of shares issuable assuming full
conversion of the Company's $396.6 million of 3.75% convertible subordinated
notes (the "Notes") issued in February 1997. The Notes were convertible into
approximately 9.8 million shares of the Company's common stock at a conversion
price of $40.50 per share, subject to adjustment in certain circumstances, prior
to their redemption by the Company issuedon April 6, 2001. See "-- Long-Term Debt -
Convertible Subordinated Notes."

The computation of diluted earnings per share ("EPS") for the quarter ended
March 31, 2001 does not assume conversion of the Company's 20-year zero coupon
convertible debentures (the "Debentures""Zero Coupon Debentures")., issued in June 2000, as
there would be an antidilutive effect on EPS. The Zero Coupon Debentures were
issued at a discount with a yield to maturity of 3.50% per year. The Zero Coupon
Debentures are convertible into approximately 6.9 million shares of the
Company's common stock at any time prior to June 6, 2020 at a fixed conversion
rate of 8.6075 shares per debenture.

The computation of diluted EPS does not assume conversion of the
convertible notes or zero coupon debentures for the quarter ended September 30,
2000 or conversion of the zero coupon debentures for the year since there would
be an antidilutive effect on earnings per share.

At the 2000 Annual Meeting of Stockholders on May 16, 2000, the Diamond
Offshore Drilling, Inc. 2000 Stock Option Plan was approved. On this date,
88,000 non-qualifiedZero Coupon Debenture, subject to adjustment in
certain circumstances.

Non-qualified stock options were(i) granted in January 2001 to purchase 2,500
shares of common stock at an exercise price of $43.03$39.88 per share. The options were not included in the computation of diluted EPS for
the periods presented because the options' exercise price was greater than the
average market price of the common stock. Outstanding non-qualified stock
optionsshare and (ii) granted
in July 2000 to purchase 2,500 shares of common stock at an exercise price of
$35.72 per share were included in the computation of diluted EPS for the periods
presented since the average market price of the common stock
was greater than the options' exercise price. However, the incremental shares
calculated were immaterial for presentation purposes.

In August 2000, the Company sold put options covering 750,000 common
shares at an exercise price of $37.85 per share. The options were outstanding
through September 30, 2000 but were not included in the computation of diluted
EPS for the periods presented because the options' exercise price was less than the average market
price of the common stock. However, the incremental shares calculated were
immaterial for presentation purposes.

In February 2001, the Company sold put options covering 500,000 shares of
common stock at an exercise price of $40.00 per share. The options were
outstanding through March 31, 2001 but were not included in the computation of
diluted EPS for 2001 because the options' exercise price was less than the
average market price of the common stock.

The number of shares of common stock and dilutive potential shares of
common stock outstanding at the end of the first quarter of 2001 would not have
changed materially had the redemption of the Notes on April 6, 2001 and the
issuance of the 1.5% convertible senior debentures on April 11, 2001 (the "1.5%
Debentures") occurred prior to the end of the first quarter of 2001. See
"- Long-Term Debt."

8
9

3. MARKETABLE SECURITIES

Investments classified as available for sale are summarized as follows:

SEPTEMBER 30, 2000
-----------------------------------------MARCH 31, 2001
--------------------------------
UNREALIZED MARKET
COST GAIN (LOSS) VALUE
---------- ----------- ------------------ -------- --------
(IN THOUSANDS)

Debt securities issued by the U.S. TreasuryTreasury:
Due within one year ................................................. $223,678 $ 173,690 $ (360) $ 173,33056 $223,734
Due after one year through five years ....... 24,998 (115) 24,883through ten years ..... 266,090 10,738 276,828
Collateralized mortgage obligations .............. 551,250 4,067 555,317
Equity securities ................................ 1,328 848 2,176
---------- ---------- ----------............. 102,228 1,260 103,488
-------- -------- --------
Total ............................................................................. $591,996 $ 751,266 $ 4,440 $ 755,706
========== ========== ==========12,054 $604,050
======== ======== ========

DECEMBER 31, 1999
-----------------------------------------2000
--------------------------------
UNREALIZED MARKET
COST GAIN (LOSS) VALUE
---------- ----------- ------------------ -------- --------
(IN THOUSANDS)

Debt securities issued by the U.S. TreasuryTreasury:
Due within one year ................................................. $149,005 $ 259,090 $ (1,123) $ 257,96760 $149,065
Due after one year through five years ....... 124,935 (2,180) 122,755through ten years ..... 265,981 1,045 267,026
Collateralized mortgage obligations .............. 153,004 (6,130) 146,874............. 297,446 3,757 301,203
Equity securities ................................ 1,446 -- 1,446
---------- ---------- ----------............................... 231 153 384
-------- -------- --------
Total ............................................................................. $712,663 $ 538,475 $ (9,433) $ 529,042
========== ========== ==========5,015 $717,678
======== ======== ========

All of the Company's investments are included as current assets in the
Consolidated Balance Sheets in "Marketable securities," representing the
investment of cash available for current operations.

During the ninethree months ended September 30,March 31, 2001 and 2000, and 1999, certain debt
securities due within one year were sold or matured for proceeds of $583.4$150.0 million and $505.9$270.0 million,
respectively. CertainDuring the first quarter of 2001, certain debt securities due
after one
yearfive years through ten years were sold for proceeds of $200.7$101.9 million,
and $50.5 millionwith a resulting realized after-tax gain of $1.0 million. Also during the
nine
monthsquarter ended September 30, 2000 and 1999, respectively. During the nine months
ended September 30, 2000, equity securitiesMarch 31, 2001, certain collateralized mortgage obligations
("CMO's") were sold for proceeds of $0.2$191.5 million, with a resulting realized
after-tax gain of $2.9 million. CMO principals were reduced by $8.2 million
during the first quarter of 2001. The after-tax realized losses were immaterial.
In January 2001, the Company sold all of its remaining equity securities for
proceeds of $0.4 million. The resulting after-tax realized gains and losses for the nine months
ended September 30, 2000 and 1999 were not material.gain was $0.1 million.

4. DRILLING AND OTHER PROPERTY AND EQUIPMENT

Cost and accumulated depreciation of drilling and other property and
equipment are summarized as follows:

SEPTEMBER 30,MARCH 31, DECEMBER 31,
------------------------ ------------
2001 2000
1999
----------------------- ------------
(IN THOUSANDS)

Drilling rigs and equipment .................................................................. $ 2,121,0452,624,346 $ 2,095,6132,155,924
Construction work in progress .............................. 443,586 241,102................................ 38,637 474,154
Land and buildings ......................................... 14,175 13,992........................................... 14,235 14,224
Office equipment and other ................................. 18,231 17,552
------------ ------------................................... 18,762 18,480
----------- -----------
Cost ............................................. 2,597,037 2,368,259............................................... 2,695,980 2,662,782
Less accumulated depreciation .............................. (726,387) (630,354)
------------ ------------................................ (801,023) (760,367)
----------- -----------
Drilling and other property and equipment, net ...... $ 1,870,6501,894,957 $ 1,737,905
============ ============1,902,415
=========== ===========

In January 2000,2001, approximately $450.0 million was reclassified from
construction work in progress to drilling rigs and equipment upon completion of
the Company sold a jack-up drilling rig,conversion of the Ocean Scotian, for $32.0 millionConfidence from an accommodation vessel to a high
specification semisubmersible drilling unit. The customer accepted the rig on
January 5, 2001 at which time it began a five-year drilling program in cash resulting in a gainthe Gulf
of $13.9 million ($9.0
million after-tax). The rig had been cold stacked offshore Netherlands prior to
the sale.Mexico.

9
10

5. GOODWILL

The merger with Arethusa in 1996 generated an excess of the purchase price
over the estimated fair value of the net assets acquired. Cost and accumulated amortization of such goodwill areis summarized as follows:

SEPTEMBER 30,MARCH 31, DECEMBER 31,
--------- ------------
------------2001 2000
1999
--------------------- ------------
(IN THOUSANDS)

Goodwill ................................................................... $ 96,11279,227 $ 96,11282,628
Less accumulated amortization .......... (26,296) (22,938)
------------ ------------............... (28,326) (27,423)
-------- --------
Total ..................................................... $ 69,81650,901 $ 73,174
============ ============55,205
======== ========

During the quarter ended March 31, 2001, an adjustment of $3.4 million was
recorded to reduce goodwill before accumulated amortization. The adjustment
represents tax benefits not previously recognized for the excess of tax
deductible goodwill over the book goodwill amount.

6. ACCRUED LIABILITIES

Accrued liabilities consist of the following:

SEPTEMBER 30,MARCH 31, DECEMBER 31,
--------- ------------
------------2001 2000
1999
--------------------- ------------
(IN THOUSANDS)

Personal injury and other claims ................... $ 18,85023,213 $ 18,21921,565
Payroll and benefits ................... 20,746 16,281........................ 24,132 22,688
Interest payable ....................... 1,917 5,667............................ 3,115 5,870
Other .................................. 3,586 3,884
------------ ------------....................................... 3,077 3,800
-------- --------
Total ..................................................... $ 45,09953,537 $ 44,051
============ ============53,923
======== ========

7. LONG-TERM DEBT

Long-term debt consists of the following:

SEPTEMBER 30,MARCH 31, DECEMBER 31,
--------- ------------
------------2001 2000
1999
--------------------- ------------
(IN THOUSANDS)

Convertible subordinated notes-3.75% ...... $ 400,000 $ 400,000........ $396,646 $399,980
Zero coupon convertible debentures-3.50% .. 406,655 --
------------ ------------.... 413,790 410,211
Lease-leaseback agreement ................... 56,100 56,100
-------- --------
866,536 866,291
Less current maturities ..................... 9,732 9,732
-------- --------
Total ........................... $ 806,655 $ 400,000
============ ============............................. $856,804 $856,559
======== ========

Zero Coupon Convertible DebenturesSubordinated Notes

As of March 31, 2001, $3.4 million principal amount of the Notes, including
$0.02 million principal amount converted in 2000, had been converted into 82,809
shares of the Company's common stock. On JuneApril 6, 2000,2001, the Company issued zero coupon convertible debentures due
Juneredeemed all
of its outstanding Notes in accordance with the indenture under which the Notes
were issued. Prior to April 6, 2020. The Debentures were issued at a price of $499.60 per $1,000
debenture, which represents a yield to maturity of 3.50% per year. The Company
will not pay interest prior to maturity unless it elects to convert the
Debentures to interest-bearing debentures upon the occurrence of certain tax
events. The Debentures are convertible at the option2001, $12.4 million principal amount of the holder at any time
prior to maturity, unless previously redeemed,Notes
had been converted into 307,071 shares of the Company's common stock at the
stated conversion price of $40.50 per share. The remaining $387.6 million
principal amount of the Notes was redeemed at 102.08% of the principal amount
thereof plus accrued interest for a fixedtotal cash payment of $397.7 million
resulting in an after-tax charge of $7.7 million, which will be reported as an
extraordinary loss in the second quarter of 2001.

10
11

Credit Agreement

The Company's $20.0 million short-term revolving credit agreement with a
U.S. bank expired in April 2001. The credit agreement provided for borrowings at
various interest rates and varying commitment fees dependent upon public credit
ratings. The credit agreement contained certain financial and other covenants
and provisions that had to be maintained by the Company for compliance. As of
March 31, 2001, there were no outstanding borrowings under this credit agreement
and the Company was in compliance with each of the covenants and provisions.

Convertible Senior Subordinated Debentures

On April 11, 2001, the Company issued $460.0 million principal amount of
1.5% Debentures due April 15, 2031. The 1.5% Debentures are convertible into
shares of the Company's common stock at an initial conversion rate of 8.607520.3978
shares per $1,000 principal amount of common stock per Debenture,debentures, subject to adjustmentsadjustment in
certain events. The Debentures are senior unsecured
obligations ofcircumstances. Upon conversion, the Company.

The Company has the right to redeemdeliver
cash in lieu of shares of the Company's common stock. The transaction resulted
in net proceeds of approximately $449.2 million.

Holders may require the Company to purchase all or in part,
after five years fora portion of their 1.5%
Debentures on April 15, 2008 at a price equal to 100% of the issuance priceprincipal amount of
the 1.5% Debentures to be purchased plus accrued original
issue discount through the date of redemption. Holders have the right to require
the Company to repurchase the Debentures on the fifth, tenth and fifteenth
anniversaries of issuance at the accreted value through the date of repurchase.unpaid interest. The
Company may choose to pay such repurchasethe purchase price with eitherin cash or shares of the Company's
common stock or a combination of cash and shares of common stock. 10In addition, holders may
require the Company to purchase for cash all or a portion of their 1.5%
Debentures upon a change in control (as defined).

The Company may redeem all or a portion of the 1.5% Debentures at any time
on or after April 15, 2008 at a price equal to 100% of the principal amount.

11
1112

8. COMMITMENTS AND CONTINGENCIES

InRaymond Verdin v. R&B Falcon Drilling USA, Inc., et al; No. G-00-488 in the
United States District Court for the Southern District of Texas, Galveston
Division, filed October 2000, the10, 2000. The Company was named as a defendant in a
proposed class action suit filed on behalf of offshore oil workers against all
of the major offshore drilling companies. The proposed class includes persons
hired in the United States by the companies to work in the Gulf of Mexico and
around the world. The allegation is that the companies, through trade groups,
shared wage information in order to fix and suppress the wages of the workers in
violation of the Sherman Antitrust Act and various state laws. BecausePlaintiff Thomas
Bryant has replaced the case has only
recently been filed all ofnamed plaintiff as the defendants have not yet answered.proposed class representative. No
class has been certified at this time.time, however, a hearing on class certification
is currently scheduled for July 12, 2001. The lawsuit is seeking unspecified damages as well
as attorney's fees and costs. TheDuring the first quarter of 2001, the Company
believes thatrecorded a $10.0 million reserve for this pending litigation in the case is without
merit and is vigorously contesting liability.Company's
Consolidated Statements of Income.

In August 1999, a customer terminated a contract for use of one of the
Company's drilling rigs located offshore Australia. The termination was made in
accordance with the terms of the contract and was not the result of performance
failures by the Company or its equipment. The Company believesbelieved that the contract
required the customer to pay approximately $16.5 million in remaining revenue
through the end of the contract period, which was previously scheduled to end in
early January 2000. However, the customer believesbelieved that there was no further
obligation under the contract and has refused to pay the $16.5 million early
termination fee. The Company filed suit in Australia in August 1999 requesting
reconstruction of the contract and a declaratory judgment requiring the customer
to pay such early termination fee. In January 2001, the Company and the customer
entered into an out-of-court settlement of the claim. The Company continues to vigorously pursue its claim. For financial statement
purposes,received $7.3
million from the $16.5 million early termination fee was notcustomer which is included in revenue in the Company's resultsConsolidated
Statements of operations forIncome in the year ended December 31, 1999.first quarter of 2001. At the same time, the Company
entered into contracts with the customer to work two of its previously idle rigs
at favorable dayrates, both of which began work during the first quarter of
2001.

Various other claims have been filed against the Company in the ordinary
course of business, particularly claims alleging personal injuries. Management
believes that the Company has established adequate reserves for any liabilities
that may reasonably be expected to result from these claims. In the opinion of
management, no pending or threatened claims, actions or proceedings against the
Company are expected to have a material adverse effect on the Company's
consolidated financial position, results of operations, or cash flows.

9. SEGMENTS AND GEOGRAPHIC AREA ANALYSIS

The Company reports its operations as one reportable segment, contract
drilling of offshore oil and gas wells. Although the Company provides contract
drilling services from different types of offshore drilling rigs and provides
such services in many geographic locations, these operations have been
aggregated into one reportable segment based on the similarity of economic
characteristics among all divisions and locations, including the nature of
services provided and the type of customers of such services.

Similar Services

Revenues from external customers for contract drilling and similar services
by equipment-type are listed below (eliminations offset dayrate revenues earned
when the Company's rigs are utilized in its integrated services):

THREE MONTHS ENDED
NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------------------ ------------------------------MARCH 31,
----------------------
2001 2000
1999 2000 1999
------------ ------------ ------------ --------------------- ---------
(IN THOUSANDS)

High Specification Floaters ......... $ 48,77076,666 $ 64,279 $ 153,636 $ 201,14856,862
Other Semisubmersibles .......... 74,391 114,344 229,737 374,187......... 80,969 88,511
Jack-ups ........................ 31,333 15,202 79,385 59,249....................... 43,468 21,019
Integrated Services ............. 4,889 18,213 8,840 25,623
Other ........................... 140 -- 512 --............ 5,490 2,601
Eliminations .................... (2,175) (5,298) (3,617) (10,093)
------------ ------------ ------------ ------------................... (1,368) (1,165)
--------- ---------
Total revenues ................... $ 157,348205,225 $ 206,740 $ 468,493 $ 650,114
============ ============ ============ ============167,828
========= =========

1112
1213

Geographic Areas

At September 30, 2000,March 31, 2001, the Company had drilling rigs located offshore sixseven
countries other than the United States. As a result, the Company is exposed to
the risk of changes in social, political and economic conditions inherent in
foreign operations and the Company's results of operations and the value of its
foreign assets are affected by fluctuations in foreign currency exchange rates.
Revenues by geographic area are presented by attributing revenues to the
individual country or areas where the services were performed.

THREE MONTHS ENDED
NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
----------------------------- -----------------------------MARCH 31,
----------------------
2001 2000
1999 2000 1999
------------ ------------ ------------ --------------------- ---------
(IN THOUSANDS)

Revenues from unaffiliated customers:
United States ...................................................... $ 94,541127,040 $ 118,252 $ 252,047 $ 326,40879,620

Foreign:
Europe/Africa ....................... 8,701 35,384 47,997 156,468............................ 13,081 22,813
Australia/Southeast Asia ............ 11,190 18,650 41,063 75,003................. 13,780 18,432
South America ....................... 42,916 34,454 127,386 92,235
------------ ------------ ------------ ------------............................ 51,324 46,963
--------- ---------
Total revenues ....................................... $ 157,348205,225 $ 206,740167,828
========= =========

10. OTHER INCOME AND EXPENSE (OTHER, NET)

Other, net consists of the following:

THREE MONTHS ENDED
MARCH 31,
----------------------
2001 2000
--------- ---------
(IN THOUSANDS)

Realized gain on marketable securities ...... $ 468,4936,111 $ 650,114
============ ============ ============ ============--
Miscellaneous ............................... (3,006) (89)
--------- ---------
Total other, net .................... $ 3,105 $ (89)
========= =========

12Miscellaneous consists primarily of a $10.0 million reserve for pending
litigation offset by a $7.3 million receipt from the settlement of past
litigation.

13
1314

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

The following discussion should be read in conjunction with the Company's
Consolidated Financial Statements (including the Notes thereto) included
elsewhere herein. References to the "Company" mean Diamond Offshore Drilling,
Inc., a Delaware corporation, and its subsidiaries.

The Company is a leader in deep water drilling with a fleet of 45 offshore
drilling rigs. The fleet consists of 30 semisubmersibles, 14 jack-ups and one
drillship.

RESULTS OF OPERATIONS

General

Revenues. The Company's revenues vary based upon demand, which affects the
number of days the fleet is utilized and the dayrates earned. Revenues can also
increase or decrease as a result of the acquisition or dispositiondisposal of rigs. In
order to improve utilization or realize higher dayrates, the Company may
mobilize its rigs from one market to another. During periods of mobilization,
however, revenues may be adversely affected. InAs a response to changes in demand,
the Company may withdraw a rig from the market by stacking it or may reactivate
a rig which was previously stacked, which may decrease or increase revenues, respectively.

Revenues from dayrate drilling contracts are recognized currently. The
Company may receive lump-sum payments in connection with specific contracts.
Such payments are recognized as revenues over the term of the related drilling
contract. Mobilization revenues, less costs incurred to mobilize an offshore rig
from one market to another, are recognized over the term of the related drilling
contract.

Revenues from offshore turnkey contracts are accrued to the extent of costs
until the specified turnkey depth and other contract requirements are met.
Income is recognized on the completed contract method. Provisions for future
losses on turnkey contracts are recognized when it becomes apparent that
expenses to be incurred on a specific contract will exceed the revenue from that
contract.

Operating Income. Operating income is primarily affected by revenue
factors, but is also a function of varying levels of operating expenses.
Operating expenses generally are not affected by changes in dayrates nor are
theyand may not
be significantly affected by fluctuations in utilization. For instance, if a rig
is to be idle for a short period of time, the Company realizesmay realize few decreases
in operating expenses since the rig is typically maintained in a prepared state
with a full crew. In addition, when a rig is idle, the Company is responsible
for certain operating expenses such as rig fuel and supply boat costs, which are
typically charged to the operator under drilling contracts. However, if the rig
is to be idle for an extended period of time, the Company may reduce the size of
a rig's crew and take steps to "cold stack" the rig, which lowers expenses and
partially offsets the impact on operating income. The Company recognizes as
operating expenses activities such as inspections, painting inspectionsprojects and routine
overhauls, which meet certain criteria, that maintain rather than upgrade its
rigs. These expenses vary from period to period. Costs of rig enhancements and upgrades are
capitalized and depreciated over the expected useful lives of the enhancements.
Increased depreciation expense decreases operating income in periods subsequent
to capital upgrades.

1314
1415

THREE MONTHS ENDED SEPTEMBER 30,MARCH 31, 2001 AND 2000 AND 1999

Comparative data relating to the Company's revenues and operating expenses
by equipment type are listed below (eliminations offset dayrate revenues earned
when the Company's rigs are utilized in its integrated services). Certain
amounts applicable to the prior period have been reclassified to conform to the
classifications currently followed. Such reclassifications do not affect
earnings.

THREE MONTHS ENDED
SEPTEMBER 30,
--------------------------MARCH 31,
---------------------- INCREASE/
2001 2000 1999 (DECREASE)
---------- ---------- ------------------- --------- ---------
(IN THOUSANDS)

REVENUES
High Specification Floaters ............................... $ 48,77076,666 $ 64,27956,862 $ (15,509)19,804
Other Semisubmersibles .................... 74,391 114,344 (39,953)..................... 80,969 88,511 (7,542)
Jack-ups .................................. 31,333 15,202 16,131................................... 43,468 21,019 22,449
Integrated Services ....................... 4,889 18,213 (13,324)........................ 5,490 2,601 2,889
Other ..................................... 140...................................... -- 140-- --
Eliminations .............................. (2,175) (5,298) 3,123
---------- ---------- ----------............................... (1,368) (1,165) (203)
--------- --------- ---------
Total Revenues ......................................... $ 157,348205,225 $ 206,740167,828 $ (49,392)
========== ========== ==========37,397
========= ========= =========
CONTRACT DRILLING EXPENSE
High Specification Floaters ............................... $ 27,50328,003 $ 28,06623,350 $ (563)4,653
Other Semisubmersibles .................... 49,323 52,772 (3,449)..................... 50,543 54,892 (4,349)
Jack-ups .................................. 27,895 21,152 6,743................................... 25,385 19,845 5,540
Integrated Services ....................... 6,044 16,998 (10,954)........................ 5,155 3,071 2,084
Other ..................................... 2,704 1,433 1,271...................................... 979 830 149
Eliminations .............................. (2,175) (5,298) 3,123
---------- ---------- ----------............................... (1,368) (1,165) (203)
--------- --------- ---------
Total Contract Drilling Expense ....... $ 111,294108,697 $ 115,123100,823 $ (3,829)
========== ========== ==========7,874
========= ========= =========
OPERATING INCOME
High Specification Floaters ............................... $ 21,26748,663 $ 36,21333,512 $ (14,946)15,151
Other Semisubmersibles .................... 25,068 61,572 (36,504)..................... 30,426 33,619 (3,193)
Jack-ups .................................. 3,438 (5,950) 9,388................................... 18,083 1,174 16,909
Integrated Services ....................... (1,155) 1,215 (2,370)........................ 335 (470) 805
Other ..................................... (2,564) (1,433) (1,131)...................................... (979) (830) (149)
Depreciation and Amortization Expense ..... (37,008) (36,085) (923)...... (41,559) (36,875) (4,684)
General and Administrative Expense ........ (5,918) (5,364) (554)
---------- ---------- ----------......... (6,887) (6,020) (867)
--------- --------- ---------
Total Operating Income ......................... $ 3,12848,082 $ 50,16824,110 $ (47,040)
========== ========== ==========23,972
========= ========= =========

High Specification Floaters.

Revenues. Revenues from high specification floaters during the three
months ended September 30, 2000 decreasedfirst
quarter of 2001 increased by $15.5$19.8 million from the same period in 1999.2000.
Approximately $14.3$14.1 million of the revenue decline resulted from lowerincrease was generated by the Ocean
Confidence, which began a five-year drilling program in the Gulf of Mexico on
January 5, 2001 after completion of a conversion to a high specification
semisubmersible drilling unit. In addition, revenues increased approximately
$4.6 million due to an increase in operating dayrates compared to 1999.2000. The
average operating dayrate for high specification floaters, excluding the Ocean
Confidence, during the thirdfirst quarter of 20002001 was $95,000approximately $101,600 per day
compared to $119,000approximately $95,000 per day during the thirdfirst quarter of 1999. In addition,
revenues were lower by approximately $1.2 million due to a decline in
utilization caused by the mobilization of the Ocean Alliance from Angola to
Brazil in July 2000 and the subsequent sea trials and acceptance testing prior
to the commencement of its contract in September 2000. The Ocean Quest was also
stacked during part of the third quarter 2000. Utilization of the Company's high
specification floaters during the third quarter of 2000 was 80% compared to 81%
during the third quarter of 1999. Partially offsetting this utilization decline
was the operation of the Ocean Valiant, which was in a shipyard during most of
the third quarter of 1999 for stability enhancements and other repairs. The
operation of the Ocean Clipper under its three-year contract offshore Brazil for
most of the current quarter also partially offset the utilization decreases.
During part of the third quarter of 1999, the Ocean Clipper was in a shipyard
undergoing modifications and upgrades associated with this contract.

Contract Drilling Expense. Contract drilling expense for high specification
floaters during the three months ended September 30, 2000
decreased $0.6first quarter of 2001 increased by $4.7 million from the
same period in 1999.2000. This decreaseincrease resulted primarily from a decrease in contract drilling expense from 1999 forcosts incurred by the
Ocean Valiant,Confidence, which wasbegan operations in a shipyard for repairs during the third quarter of 1999.
Contract drilling expense increased in 2000 for the Ocean Alliance due to costs
associated with its mobilization from Angola to Brazil, and the subsequent sea
trials and acceptance testing prior to the commencement of its contract.
Additionally, contract drilling expense increased for the Ocean Clipper, which
was operating under its three-year contract offshore Brazil, compared to a
portion of the third quarter of 1999 when the rig was in a shipyard for upgrades
and repairs which were capitalized.

14
15January 2001.

Other Semisubmersibles.

Revenues. Revenues from other semisubmersibles during the three months
ended September 30, 2000first quarter of
2001 decreased $40.0$7.5 million from the same quarterperiod in 1999.
Approximately $25.7 million2000. This decrease was
primarily the result of a lower average operating dayrate in 2001 for the decrease resulted from a decline in
utilization as compared toOcean
Princess that operated, until the third quarter of 1999. Utilization of the
Company's other semisubmersibles during the thirdsecond quarter of 2000, was 59%
compared to 69% duringunder a term contract
at dayrates in excess of then current market rates. Revenues in the thirdfirst
quarter of 1999. The upgrade of the water depth
capabilities and variable deckload of the Ocean Epoch continued during the third
quarter of 2000 whereas the rig worked during part of the third quarter of 1999.
The Ocean Rover and Ocean Endeavor, which2001 were stacked during the third quarter
of 2000, worked most of the third quarter of 1999. In addition, revenues were
reduced by approximately $14.2 million due to a decrease in operating dayratesalso lower when compared to the same period in

1999. The average operating dayrate for other
semisubmersibles was $60,000 per day during15
16

2000 due to the thirdinactivity of the Ocean Nomad, which spent the first quarter of
2000 compared
to $77,000 per day during the third quarter of 1999.2001 in a shipyard undergoing stability enhancements and other upgrades.

Contract Drilling Expense. Contract drilling expense for other
semisubmersibles during the three months ended September 30, 2000first quarter of 2001 decreased $3.4$4.3 million from
the same quarterperiod in 1999.2000. This decreasereduction in expense resulted primarily from
reductionshigher costs in operating2000 for the Ocean Lexington associated with a mandatory
inspection and repairs, lower costs from rigs that were idlein 2001 for all or partthe Ocean Rover as a result of
cold stacking the quarter ended September 30, 2000. In addition, duringrig in the third quarter of 2000, contract drilling expense decreasedand lower costs in 2001 for
the Ocean Baroness due toNomad as a result of capitalizing the capitalization ofrig's upgrade costs associated with its mobilization to Singapore fromwhile in the
Gulf of Mexico for an upgrade to fifth-generation capabilities. During the third
quarter of 1999, the Ocean Baroness incurred costs associated with its
mobilization from Brazil to the Gulf of Mexico. See "--Capital Resources."shipyard.

Jack-Ups.

Revenues. Revenues from jack-ups during the three months ended
September 30, 2000first quarter of 2001 increased
$16.1$22.4 million from the same quarterperiod in 1999.2000. Approximately $10.2$19.1 million of the
increase in revenues resulted from higher operating dayrates in 2001 compared to
1999.2000. The average operating dayrate for jack-ups during the thirdfirst quarter of
20002001 was $27,000approximately $40,000 per day compared to $16,000approximately $20,000 per day
during the thirdfirst quarter of 1999.2000. In addition, revenues increased approximately
$7.9$3.7 million due to improvements in utilization compared to the thirdfirst quarter of
1999.2000. Utilization for the Company's jack-ups during the thirdfirst quarter of 20002001
was 91%87% compared to 67%82% during the thirdfirst quarter of 1999. This increase was
partially offset by a decrease in revenues of $2.0 million from the Ocean
Scotian, which was sold in January 2000 but worked for most of the third quarter
of 1999.2000.

Contract Drilling Expense. Contract drilling expense for jack-ups during
the three months ended September 30, 2000first quarter of 2001 increased $6.7$5.5 million over the same quarterperiod in 1999. This2000.
Approximately $2.8 million of the increase wasis due to an increase inoperating costs of $5.7
million associated with higher utilization of jack-ups compared to the same
quarter in 1999. Also contributing to this increase was $3.6 million for major
repairs to the
Ocean Heritage. This increase was partially offset by a decreaseTower and the Ocean Champion, which operated in 2001 but were stacked
during the first quarter of $2.6 million2000. In addition, costs were higher in 2001 due to
the January 2000 saleinspection and repair of the Ocean Scotian.Nugget during the first quarter.

Integrated Services.

Revenues and contract drilling expense for integrated services decreasedincreased as
a result of the difference in type and magnitude of projects in the thirdfirst
quarter of 20002001 compared to the thirdfirst quarter of 1999.

Other.

Other contract drilling expense of $2.7 million during2000. During the thirdfirst quarter
of 2001, integrated services contributed operating income of $0.3 million to the
Company's consolidated results of operations primarily due to the completion of
one international turnkey project. During the same period in 2000, increased $1.3an operating
loss of $0.5 million from $1.4 million during the third
quarter of 1999. This increase resulted primarily from paymentsthe completion of a turnkey project
in the third
quarterGulf of 2000 for settlements to customers as a result of compliance audits
for work performedMexico and integrated services provided in prior years and a 1999 operations dispute.Aberdeen, Scotland.

Depreciation and Amortization Expense.

Depreciation and amortization expense for the three months ended
September 30, 2000 of $37.0 million increased $0.9 million from $36.1$41.6 million for the three months ended September 30, 1999. Thefirst
quarter of 2001 increased $4.7 million from $36.9 million for the same period in
2000. This increase resulted primarily from an increase in depreciation for the
Ocean Clipper, Ocean General, Ocean
Concord and Ocean King,Confidence which completed various upgradesits conversion from an accommodation vessel to
a high specification semisubmersible drilling unit and commenced operations in
the thirdJanuary 2001.

General and fourth
quarterAdministrative Expense.

General and administrative expense of 1999. This increase was partially offset by a

15
16

decrease in depreciation in the third quarter of 2000 due to the January 2000
sale of the Ocean Scotian and a decrease in goodwill amortization.

Interest Income.

Interest income of $16.7$6.9 million for the three months ended September
30, 2000first quarter of
2001 increased $7.6$0.9 million from $9.1$6.0 million for the same period in 1999.2000
primarily due to costs associated with the Company's participation in the Subsea
Mudlift Drilling Joint Industry Project.

Gain on Sale of Assets.

Gain on sale of assets for the first quarter of 2001 was $0.1 million
compared to $14.0 million for the same period in 2000. Gain on sale of assets in
2000 included the sale of the Company's jack-up drilling rig, Ocean Scotian, for
$32.0 million in cash that resulted in a gain of $13.9 million ($9.0 million
after-tax). The rig had been cold stacked offshore The Netherlands prior to the
sale.

16
17

Interest Income.

Interest income of $11.7 million for the first quarter of 2001 increased
$3.1 million from $8.6 million for the same period in 2000. This increase
resulted primarily from the investment of excess cash generated by the sale of
the Company's 20-year zero coupon convertible debentures (the "Debentures""Zero Coupon
Debentures") on June 6, 2000.

See " --Liquidity."

Interest Expense.

Interest expense of $3.8$8.3 million for the three months ended September
30, 2000first quarter of 2001 increased
$1.7$7.1 million from $2.2$1.2 million for 2000 primarily as a result of the issuance of
the Zero Coupon Debentures on June 6, 2000, less interest being capitalized due
to the completion of the Ocean Confidence conversion and interest expense
related to the December 2000 lease-leaseback of the Ocean Alliance. Interest
costs in the first quarter of 2001 were $4.9 million higher than the same period
in 1999.
This increase resulted primarily from the accretion of the discount on the
Debentures reduced by an increase in capitalized interest during the third
quarter of 2000 for the conversion of the Ocean Confidence. Interest expense of
$7.5 million incurred during the third quarter of 2000 increased from $3.9
million for the same period in 1999.2000. Interest cost capitalized duringin the first quarter ended September 30, 2000of 2001 was $3.7$0.4 million
compared to $1.7$2.7 million capitalized duringin the first quarter ended September 30, 1999. See "--Liquidity" and
"--Capital Resources."of 2000.

Income Tax Expense.

Income tax expense of $5.6$17.8 million for the three months ended September
30, 2000 decreased $14.8first quarter of 2001 increased
$1.9 million from $20.4 million for the three months ended
September 30, 1999. This decrease resulted primarily from the $42.1 million
decrease in income before income tax expense compared to the three months
ended September 30, 1999.

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17

NINE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999

Comparative data relating to the Company's revenues and operating
expenses by equipment type are listed below (eliminations offset dayrate
revenues earned when the Company's rigs are utilized in its integrated
services). Certain amounts applicable to the prior period have been reclassified
to conform to the classifications currently followed. Such reclassifications do
not affect earnings.

NINE MONTHS ENDED
SEPTEMBER 30,
------------------------------ INCREASE/
2000 1999 (DECREASE)
------------ ------------ ------------
(IN THOUSANDS)

REVENUES
High Specification Floaters ............... $ 153,636 $ 201,148 $ (47,512)
Other Semisubmersibles .................... 229,737 374,187 (144,450)
Jack-ups .................................. 79,385 59,249 20,136
Integrated Services ....................... 8,840 25,623 (16,783)
Other ..................................... 512 -- 512
Eliminations .............................. (3,617) (10,093) 6,476
------------ ------------ ------------
Total Revenues .................... $ 468,493 $ 650,114 $ (181,621)
============ ============ ============
CONTRACT DRILLING EXPENSE
High Specification Floaters ............... $ 75,654 $ 73,839 $ 1,815
Other Semisubmersibles .................... 155,782 169,761 (13,979)
Jack-ups .................................. 72,367 63,847 8,520
Integrated Services ....................... 9,996 23,948 (13,952)
Other ..................................... 4,818 3,340 1,478
Eliminations .............................. (3,617) (10,093) 6,476
------------ ------------ ------------
Total Contract Drilling Expense ... $ 315,000 $ 324,642 $ (9,642)
============ ============ ============
OPERATING INCOME
High Specification Floaters ............... $ 77,982 $ 127,309 $ (49,327)
Other Semisubmersibles .................... 73,955 204,426 (130,471)
Jack-ups .................................. 7,018 (4,598) 11,616
Integrated Services ....................... (1,156) 1,675 (2,831)
Other ..................................... (4,306) (3,340) (966)
Depreciation and Amortization Expense ..... (110,500) (107,448) (3,052)
General and Administrative Expense ........ (17,853) (17,286) (567)
------------ ------------ ------------
Total Operating Income ............ $ 25,140 $ 200,738 $ (175,598)
============ ============ ============

High Specification Floaters.

Revenues. Revenues from high specification floaters during the nine
months ended September 30, 2000 decreased $47.5 million from the same period in
1999. Revenue declined approximately $57.0 million as a result of lower
operating dayrates compared to 1999. The average operating dayrate for high
specification floaters during the nine months ended September 30, 2000 was
$97,000 per day compared to $126,000 per day during the nine months ended
September 30, 1999. This decrease was partially offset by an increase in
revenues of approximately $9.2 million due to an improvement in utilization.
Utilization for the Company's high specification floaters was 85% during 2000
compared to 83% during 1999. The Company's drillship, the Ocean Clipper, has
operated for most of 2000 under its three-year contract offshore Brazil. During
most of 1999, this rig was in a shipyard for upgrades and repairs associated
with this contract. Also contributing to the improved utilization was the
operation of the Ocean Valiant, which was in a shipyard during part of 1999 for
stability enhancements and other repairs. The Ocean Quest, which was stacked
during part of 2000, but worked all of 1999, partially offset the year-to-date
2000 utilization improvements.

Contract Drilling Expense. Contract drilling expense for high
specification floaters during the nine months ended September 30, 2000 increased
$1.8 million from the same period in 1999. This increase resulted primarily from
costs of $7.5 million incurred for the Ocean Clipper which began operating under
its three-year contract offshore Brazil in 2000. During most of 1999, the Ocean
Clipper was in a shipyard for upgrades and repairs which were capitalized. Also
contributing to the increase in contract drilling expense was $2.1 million from
the 2000 mobilization of the Ocean Alliance from Angola to Brazil. This increase
was partially offset by a decrease in contract drilling expense of $5.0 million
from the Ocean Valiant, which was in a shipyard for repairs during part of 1999,
and $2.5 million for the 1999 mobilization of the Ocean Alliance from the North
Sea to Angola.

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18

Other Semisubmersibles.

Revenues. Revenues from other semisubmersibles during the nine months
ended September 30, 2000 decreased $144.5 million from the same period in 1999.
Approximately $76.8 million of the decrease resulted from a decline in
utilization compared to the same period in 1999. Utilization for the Company's
other semisubmersibles during the nine months ended September 30, 2000 was 60%
compared to 69% during the nine months ended September 30, 1999. The Ocean Epoch
underwent an upgrade of its water depth capabilities and variable deckload
during the second and third quarters of 2000 but worked during most of the nine
months ended September 30, 1999. The Ocean Rover, Ocean Endeavor, Ocean Guardian
and Ocean Voyager have been idle through most of 2000 but worked during most of
1999. The Ocean Baroness, which was cold stacked during the first half of 2000
and began its mobilization to Singapore in the third quarter of 2000 for an
upgrade to fifth-generation capabilities, worked most of the same period in
1999. See "--Capital Resources." In addition, revenues declined by approximately
$66.7 million due to lower operating dayrates compared to the same period in
1999. The average operating dayrate for the Company's other semisubmersibles was
$62,000 per day during the nine months ended September 30, 2000 compared to
$86,000 per day during the nine months ended September 30, 1999.

Contract Drilling Expense. Contract drilling expense for other
semisubmersibles during the nine months ended September 30, 2000 decreased $14.0
million from the same period in 1999. This decrease resulted partially from a
$7.1 million reduction of cost as a result of the Ocean Baroness being cold
stacked until the third quarter of 2000, when it was mobilized to Singapore for
an upgrade. See "--Capital Resources." Costs also decreased by $6.3 million from
the same period in 1999 due to the inspection and repair of the Ocean Winner and
its mobilization from the Gulf of Mexico to Brazil in 1999. Contract drilling
expense was further reduced by $4.7 million compared to 1999 due to costs
associated with mandatory inspections and repairs of the Ocean New Era in 1999.
An additional $4.5 million reduction of cost resulted from stacking the Ocean
Epoch in late 1999. Partially offsetting these decreases were costs in 2000 of
$3.1 million associated with the mandatory inspection and repairs of the Ocean
Lexington and $5.3 million in operating costs from the Ocean General, which was
stacked throughout 1999.

Jack-Ups.

Revenues. Revenues from jack-ups during the nine months ended September
30, 2000 increased $20.1 million from the same period in 1999. Approximately
$26.3 million of the increase in revenues resulted from improvements in
utilization compared to 1999. Utilization of the Company's jack-ups during the
first nine months of 2000 was 89% compared to 59% during the same period in
1999. In addition, revenues increased approximately $10.9 million due to higher
operating dayrates compared to the same period in 1999. The average operating
dayrate for the Company's jack-ups was $23,000 per day during the nine months
ended September 30, 2000 compared to $20,000 per day during the nine months
ended September 30, 1999. This increase was partially offset by a decrease in
revenues of $17.1 million from the Ocean Scotian, which was sold in January 2000
but worked for most of 1999.

Contract Drilling Expense. Contract drilling expense for jack-ups
during the nine months ended September 30, 2000 increased $8.5 million over the
same period in 1999. An increase of $12.8 million was due to rigs returning to
work in 2000, which were idle for all or part of 1999. In addition, contract
drilling expense increased $3.7 million due to major repairs in 2000 to the
Ocean Heritage. This increase was partially offset by a decrease of $7.9 million
due to the January 2000 sale of the Ocean Scotian.

Integrated Services.

Revenues and contract drilling expense for integrated services
decreased as a result of the difference in number, type and magnitude of
projects during the nine months ended September 30, 2000 compared to the same
period in 1999.

Other.

Other contract drilling expense of $4.8 million during the nine months
ended September 30, 2000 increased $1.5 million from $3.3 million during the
same period in 1999. This increase resulted primarily from payments in the third
quarter of 2000 for settlements to customers as a result of compliance audits
for work performed in prior years and a 1999 operations dispute.

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19

Depreciation and Amortization Expense.

Depreciation and amortization expense for the nine months ended
September 30, 2000 of $110.5 million increased $3.1 million from $107.4 million
for the nine months ended September 30, 1999. This increase resulted primarily
from an increase in depreciation for the Ocean Clipper, Ocean General, Ocean
Concord and Ocean King, which completed various upgrades in the third and fourth
quarters of 1999. This increase was partially offset by a decrease in
depreciation in 2000 due to the January 2000 sale of the Ocean Scotian and a
decrease in goodwill amortization.

Interest Income.

Interest income of $35.2 million for the nine months ended September
30, 2000 increased $9.2 million from $26.0$15.9 million for the same period in 1999.2000. This increase
resulted from higher income before income taxes of $9.3 million in 2001 which
was partially offset by a lower effective income tax rate for the first quarter
of 2001 compared to the first quarter of 2000. The lower effective income tax
rate in 2001 was primarily due to the Company's decision to permanently reinvest
the earnings of its UK subsidiaries.

Other Income and Expense (Other, net).

Other income of $3.1 million for the first quarter of 2001 increased $3.2
million from other expense of $0.1 million for the same period in 2000. This
increase resulted primarily from the investment of excess cash generated by$6.1 million gain realized on the sale of
Debentures on June 6, 2000. See " --Liquidity."

Interest Expense.

Interest expense of $6.7marketable securities and a $7.3 million receipt for the nine months ended September
30, 2000 decreased $0.8 million from $7.5 million for the same period in 1999.
This decrease resulted primarily from an increase in capitalized interest for
the conversion of the Ocean Confidenceresolved litigation which
was partially offset by an increase in
interest expense incurred duringa $10.0 million reserve for pending litigation.

OUTLOOK

During the nine months ended September 30, 2000.
Interest cost capitalized during the nine months ended September 30, 2000 was
$9.6 million compared to $4.1 million capitalized during the same period in
1999. Interest expensefirst quarter of $16.3 million incurred during the nine months ended
September 30, 2000 increased from $11.6 million for the same period in 1999. The
higher interest expense in the 2000 period resulted primarily from the issuance
of Debentures on June 6, 2000 which accrues at a rate of 3.50% per year. See
"--Liquidity" and "--Capital Resources."

Income Tax Expense.

Income tax expense of $23.6 million for the nine months ended September
30, 2000 decreased $53.3 million from $76.9 million for the nine months ended
September 30, 1999. This decrease resulted primarily from the $152.6 million
decrease in income before income tax expense compared to the nine months
ended September 30, 1999.

OUTLOOK

Despite2001, oil and natural gas prices that remain significantlyremained above
historical averages, the recoveryaverages. The continuation of higher than average product prices has
contributed to improving dayrates and utilization in all of the markets in which
the Company competes. Assuming higher than average product prices continue, at
least in the short term, the Company expects continued growth for various classesthe offshore
drilling industry.

The Company's domestic jack-up market, which improved in 2000 as
independent operators acted quickly to take advantage of equipment withinhigh natural gas
prices, has remained robust during the first quarter of 2001. The Company
believes this market is continuing to strengthen.

The Company also believes the outlook for its semisubmersible rig fleet is
good. Deepwater capable semisubmersible offshore rigs have experienced higher
renewal dayrates throughout the quarter and for work commitments going forward.
Intermediate water-depth semisubmersible offshore rigs, which lagged behind the
recovery experienced in the jack-up market in 2000, have also achieved higher
dayrates and units previously idle have been put to work. The Company currently
anticipates the revival of dayrates and utilization in this market to continue
in 2001.

Historically, the offshore drilling industry remains inconsistent. The market
for high specification floaters, and more particularly the market for jack-ups,
has improved over the last 12 months, while the other semisubmersible market has been somewhat sluggish. Given the current high level of product prices, the
Company would have expected a much stronger market resurgence across all of its
equipment classes as major oil companies have traditionally increased
exploration spending when oilhighly competitive
and natural gas prices have risen. During this
latest period of increasing product prices, the major oil companies have moved
cautiously to invest in future production. The Company believes that, if product
prices remain elevated, the cash generated by the major oil companies should
benefit the market for each of its equipment-types as these companies use the
cash to expand their search for reserves.

Utilization of the Company's jack-up fleet remains highcyclical, and the Company
expects to see improved results from its jack-ups throughout the rest of this
year and into the next year as contracts are renewed at current market rates.
For its high specification floaters, the Company has maintained high utilization
while dayrates have improved moderately. Although the Company cannot predict the extent to which the current
industryfavorable conditions may or may not continue,continue. Although the immediate outlook for jack-ups and high specification floaters remains strong.

The market for other semisubmersibles, although showing recent signs of
improvement, remains fairly weak worldwide especially inCompany is optimistic about the
domestic market and
has resulted in idle time for manynear-term future of the offshore drilling industry and its place in it, a
decline in oil or gas prices could reduce demand for the Company's rigs in this class. The
Company intends to utilize this downtime, when possible, to advance scheduled
inspectionsdrilling
services and perform modifications or repairs to these rigs. Utilizationadversely affect both utilization and dayrates in the Gulf of Mexico for this class of rig, although beginning to
recover, continue to be low as the industry concentrates on shallow water
natural gas and deepwater prospects. The Company expects that recent signs of
improvement in the market for other semisubmersibles will

19
20

continue assuming the continuation of prevailing product prices and worldwide
focus on the need for new production capacity.

The Company believes that, with its fleet size and composition, it is
well positioned to take advantage of opportunities when market conditions
improve.dayrates.

LIQUIDITY

At September 30, 2000,March 31, 2001, the Company's cash and marketable securities totaled
$881.7$908.6 million, up from $641.4$862.1 million at December 31, 1999.2000. Cash provided by
operating activities for the nine monthsquarter ended September 30, 2000 decreasedMarch 31, 2001 increased by $213.4$31.2
million to $112.7$77.9 million, compared to $326.1$46.7 million for the same period in
1999. The decreaseof the
prior year. This increase in cash was primarily attributable to a $99.3improved results
of operations in 2001. Net income improved in 2001 despite higher non-cash
expenses such as depreciation, deferred taxes and the amortization of debt
issuance costs.

17
18

Net income, after adjustment for non-cash items, resulted in an increase in cash
of $30.3 million. Cash usage due to changes in net working capital components
was $0.9 million reductionlower in the first quarter of 2001, which also contributed to
the 2001 increase in cash provided by operating income and various other related changes, primarily in
accounts receivable and taxes payable.activities.

Investing activities used $433.1provided $95.8 million of cash during the nine months
ended September 30, 2000,first
quarter of 2001, compared to $278.5cash usage of $27.0 million during the same period
in 1999.2000. The increase of $122.8 million in cash usageprovided was primarily due to
the sale of $154.6 million resulted primarily fromcertain of the Company's investmentinvestments in collateralized mortgage
obligations ("CMO's") purchased
with a portion ofand debt securities issued by the proceeds from the issuance of Debentures.U.S. Treasury. In
addition, cash usage for capital expenditures were upin 2001 decreased by $25.5$45.4 million
primarily due to the completion of the conversion of the Ocean Confidence. A
$32.1$31.5 million increasedecrease in cash was provided by proceeds from the sale of assets was
primarily due to the sale of the Ocean Scotian in January 2000.

Cash provided by financing activities for the nine months ended
September 30, 2000 increased $384.9 million to $334.0 million, compared to $50.9
million cash used in financing activities for the first quarter of 2001 decreased
$11.8 million to $13.6 million compared to $25.4 million for the same period in
1999. Sources2000. Cash used in financing activities for the quarter ended March 31, 2001
resulted from $16.6 million in dividends paid to stockholders which were
partially offset by premiums of financing during 2000 consisted primarily$3.1 million received for the February 2001 sale
of the Company's issuance of
Debentures, which resulted in net proceeds of approximately $392.9 million. The
Company intends to use the net proceeds generated by the issuance of Debentures
for general corporate purposes. The Debentures were issued in June 2000 at a
discount from their value at maturity on June 6, 2020. The Debentures are
convertible at the option of the holder at any time prior to maturity, unless
previously redeemed, into the Company's common stock at a fixed conversion rate
of 8.6075 shares of common stock per Debenture, subject to adjustments in
certain events. The Company will not pay interest on the Debentures prior to
maturity unless it elects to convert the Debentures to interest-bearing
debentures upon the occurrence of certain tax events. The Company has the right
to redeem the Debentures, in whole or in part, after five years for a price
equal to the issuance price plus accrued original issue discount through the
date of redemption. Holders have the right to require the Company to repurchase
the Debentures on the fifth, tenth and fifteenth anniversaries of issuance at
the accreted value through the date of repurchase. The Company may pay such
repurchase price with either cash orput options covering 500,000 shares of the Company's common stock or a
combination of cash and shares of common stock.

Additional sources contributing to cash provided by financing
activities for the nine months ended September 30, 2000 were from premiums
received of $3.9 million for the August 2000 sale of put options covering
750,000 common shares. The
options give the holders the right to require the Company to repurchase shares
of its common stock at an exercise price of $37.85$40.00 per share at anytimeany time prior
to expiration through February 2001.2002. The Company has the option to settle in
cash or shares of its common stock. Cash used in financing activities for the
nine months ended September
30,first quarter of 2000 of $62.9 million resulted primarily from dividends of $17.0 million paid to
stockholders and $8.5 million paid for the purchaseacquisition of treasuryshares of the
Company's outstanding common stock, par value $0.01 per share.

As of March 31, 2001, $3.4 million principal amount of the Company's 3.75%
convertible subordinated notes (the "Notes"), including $0.02 million principal
amount converted in 2000, had been converted into 82,809 shares of the Company's
common stock. Depending on market conditions,On April 6, 2001, the Company may, from timeredeemed all of its outstanding
Notes in accordance with the indenture under which the Notes were issued. Prior
to time, purchaseApril 6, 2001, $12.4 million principal amount of the Notes had been converted
into 307,071 shares of itsthe Company's common stock at the stated conversion price
of $40.50 per share. The remaining $387.6 million principal amount of the Notes
was redeemed at 102.08% of the principal amount thereof plus accrued interest
for a total cash payment of $397.7 million, resulting in an after-tax charge of
$7.7 million, which will be reported as an extraordinary loss in the open market.
During the first nine monthssecond
quarter of 2000,2001.

On April 11, 2001, the Company purchased 410,300issued $460.0 million principal amount of
1.5% convertible senior debentures (the "1.5% Debentures") due April 15, 2031.
The 1.5% Debentures are convertible into shares of itsthe Company's common stock at
an aggregate costinitial conversion rate of $12.0 million, or at an average cost20.3978 shares per $1,000 principal amount of $29.35 per share.

Other sourcesthe
1.5% Debentures, subject to adjustment in certain circumstances. Upon
conversion, the Company has the right to deliver cash in lieu of liquidity includeshares of the
Company's $20.0 million
short-term revolving credit agreementcommon stock. The transaction resulted in net proceeds of
approximately $449.2 million.

Interest on the 1.5% Debentures at the rate of 1.5% per year on the
outstanding principal amount is payable semiannually in arrears on April 15 and
October 15 of each year, beginning October 15, 2001. The 1.5% Debentures are
unsecured obligations of the Company and rank equally with a U.S. bank. The agreement provides
for borrowings at various interest rates and varying commitment fees dependent
upon public credit ratings.all of the Company's
other unsecured senior indebtedness. The Company intendswill pay contingent interest to
useholders of the facility primarily1.5% Debentures during any six-month period commencing after
April 15, 2008 if the average market price of a 1.5% Debenture for lettersa measurement
period preceding such six-month period equals 120% or more of credit thatthe principal
amount of such 1.5% Debenture and the Company must post, from time to time, for bid and
performance guarantees requiredpays a regular cash dividend
during such six-month period. The contingent interest payable per $1,000
principal amount of 1.5% Debentures in certain partsrespect of the world. The agreement
contains certain financial and other covenants and provisions that must be
maintainedany quarterly period will
equal 50% of regular cash dividends paid by the Company for compliance. As of September 30, 2000, there were
no outstanding borrowings under this agreement andper share on its common
stock during that quarterly period multiplied by the conversion rate. Holders
may require the Company was in compliance
with eachto purchase all or a portion of their 1.5% Debentures on
April 15, 2008 at a price equal to 100% of the covenantsprincipal amount of the 1.5%
Debentures to be purchased plus accrued and provisions.unpaid interest. The Company may
choose to pay the purchase price in cash or shares of the Company's common stock
or a combination of cash and common stock. In addition, holders may require the
Company to purchase for cash all or a portion of their 1.5% Debentures upon a
change in control (as defined).

The Company may redeem all or a portion of the 1.5% Debentures at any time
on or after April 15, 2008 at a price equal to 100% of the principal amount.

The Company has the ability to issue an aggregate of approximately $117.5
million in debt, equity and other securities under a shelf registration
statement. In addition, the Company may issue, from time to time, up to 20
21

eight
million shares of common stock, which shares are registered under an acquisition
shelf registration statement (upon

18
19

effectiveness of an amendment thereto reflecting the effect of the two-for-one
stock split declared in July 1997), in connection with one or more acquisitions
by the Company of securities or assets of other businesses.

The Company believes it has the financial resources needed to meet its
business requirements in the foreseeable future, including capital expenditures
for rig upgrades and continuing rig enhancements, and working capital
requirements.

CAPITAL RESOURCES

Cash required to meet the Company's capital commitments is determined by
evaluating rig upgrades to meet specific customer requirements and by evaluating
the Company's continuing rig enhancement program, including water depth and
drilling capability upgrades. It is management's opinion that operating cash
flows and the Company's cash reserves will be sufficient to meet these capital
commitments; however, periodic assessments will be made based on industry
conditions. In addition, the Company may, from time to time, issue debt or
equity securities, or a combination thereof, to finance capital expenditures,
the acquisition of assets and businesses, or for general corporate purposes. The
Company's ability to effect any such issuance will be dependent on the Company's
results of operations, its current financial condition, current market
conditions, and other factors, many of which are beyond its control.

TheDuring the first quarter of 2001, the Company expended $19.8 million,
including capitalized interest expense, primarily for the Ocean Baroness and
Ocean Nomad rig upgrades. During 2001, the Company expects to spend
approximately $230$145.0 million for rig upgrade capital expenditures during 2000, which are primarily costs associated with the
conversion of the Ocean Confidence. Also included in this amount is
approximately $19$125.0
million for variable deckload and water depth capability
upgrades on the Ocean Epoch and $20 millionprojected for the deepwater upgrade of the Ocean Baroness. During the nine months ended September 30, 2000, the Company
expended $204.4Baroness and
approximately $20.0 million including capitalized interest expense, for rigaccommodations and stability enhancement
upgrades primarily for the conversion ofon the Ocean Confidence from an
accommodation vessel to a semisubmersible drilling unit capable of operating in
harsh environments and ultra-deep waters.Nomad.

The conversion of the Ocean Confidence includes the following
enhancements: capability for operation in 7,500 foot water depths; approximately
6,000 tons variable deckload; a 15,000 psi blow-out prevention system; and four
mud pumps to complement the existing Class III dynamic-positioning system. The
Company estimates its net cost of conversion for this rig to be approximately
$430 million. Upon completion of the conversion and customer acceptance, the rig
is scheduled to begin a five-year drilling program in the Gulf of Mexico. A
modification to the drilling contract was made providing for an extension of the
delivery date and commencement of the five-year drilling program from July 1 to
December 1, 2000. This extension will allow the Company additional time to
complete and test the rig for performance in waters up to 7,500 feet. The
Company will incur a penalty based upon the delayed delivery date of the rig and
will be liable for certain types of downtime which could occur during the
drilling of the first two wells under the drilling contract. These penalties
would incrementally reduce revenue from the customer during the five-year
contract term. Should the delivery occur on December 1, 2000, the expected
revenue would be reduced to approximately $313.9 million. The Company expects
the delivery to be prior to December 1, however, it is possible that delays or
unforeseen circumstances could extend delivery beyond the date which would allow
the customer the option to cancel the term contract. Should the Company be
required to remarket the unit, dayrate and term available may not be as
favorable as the existing five-year agreement. In such case, the terms of any
new agreement would be dependent on the market conditions prevailing at that
point in time.

The Company has reached an agreement with a Singapore shipyard which
provides for the significant upgrade of itsthe Company's semisubmersible rig, the Ocean
Baroness, to fifth-generation capabilities. The deepwater upgrade will behigh specification capabilities is expected to result in an
enhanced version of the Company's previous Victory-class upgrades. The upgrade
includes the following enhancements: capability for operation in 6,0006,500 foot
water depths; approximately 6,2005,590 metric tons variable deckload; a 15,000 psi
blow-out prevention system; and riser with a multiplex control system.
Additional features including a high capacity deck crane, significantly enlarged
cellar deck area and a 25 foot by 90 foot moon pool will provide enhanced subsea
completion and development capabilities. Water depths in excess of 6,0006,500 feet
should be achievable utilizing preset taut-leg mooring systems.systems on a case by case
basis. The preliminary initial estimated cost for the deepwater upgrade of the Ocean
Baroness is approximately $180$180.0 million and is anticipated to take approximately 18 months, including
mobilization towith an expected delivery date in the
shipyard. The rig completed its mobilization and arrived in
Singapore in late October. The Company expects to finance the upgrade through
the usefirst quarter of cash on hand and internally generated funds.2002. During the nine months ended September 30, 2000,first quarter of 2001, the Company expended
$53.3$8.2 million for the deepwater upgrade of the Ocean Baroness.

During the first quarter of 2001, the Company expended $14.0 million in
association with its continuing rig enhancement program and to meet other
corporate requirements. These expenditures included 21
22the upgrade of pre-load
tanks and jacking systems, purchases of king-post cranes, anchor chain, riser,
and other drilling equipment. The Company has budgeted $70$106.0 million for 20002001
capital expenditures associated with its continuing rig enhancement program and
other corporate requirements.

From time to time, the Company may decide to add new capacity through
rig conversions, upgrades to existing drilling units, or through new
construction. The Company reviews certain criteria before committing to the
challenging task of upgrading an existing rig or constructing a new one. These
considerations include, but are not limited to, low cost opportunities, cost to
upgrade existing equipment versus the cost of new construction, anticipated
return on the upgrade or newbuild, construction time, opportunity for new
technology, and offshore drilling market developments.

The Company continues to consider transactions which include, but are not
limited to, the purchase of existing rigs, construction of new rigs and the
acquisition of other companies engaged in contract drilling or related
businesses. Certain of these potential transactions reviewed by the Company
would, if completed, result in itits entering new lines of business. In general,
however, these opportunities have been related in some manner to the Company's
existing operations. Although the Company does not, as of the date hereof, have
any commitment with respect to a material acquisition, it could enter into such
an agreement in the future and such acquisition could result in a material
expansion of its existing operations or result in itthe Company entering a new
line of business. Some of the potential acquisitions considered by the Company
could, if completed, result in the expenditure of a material amount of funds or
the issuance of a material amount of debt or equity securities.

INTEGRATED SERVICES

The Company's wholly owned subsidiary, Diamond Offshore Team Solutions,
Inc. ("DOTS"), from time to time, selectively engages in drilling services
pursuant to turnkey or modified-turnkey contracts under which DOTS agrees to
drill a well to a specified depth for a fixed price. In such cases, DOTS
generally is not entitled to payment unless the well is drilled to the specified
depth with the profitabilityand other contract requirements are met. Profitability of the contract is
dependent

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upon its ability to keep expenses within the estimates used in determining the
contract price. Drilling a well under a turnkey contract therefore typically
requires a greater cash commitment by the Company and exposes the Company to
risks of potential financial losses that generally are substantially greater
than those that would ordinarily exist when drilling under a conventional
dayrate contract. DOTS also offers a portfolio of drilling services including
overall project management, extended well tests, and completion operations.
During the nine months ended
September 30,first quarter of 2001, DOTS contributed operating income of $0.3
million to the Company's consolidated results of operations primarily from the
completion of one international turnkey project. During the same period in 2000,
DOTS provided turnkey and integrated services and incurredgenerated an operating loss of $1.2 million.

OTHER

Depending on market conditions,$0.5 million to the Company may,Company's consolidated
results of operations primarily from time to time,
purchase sharesthe completion of its common stocka turnkey project in the
open market. During October 2000, the
Company purchased 1.4 million sharesGulf of its common stock at an aggregate cost of
$51.7 million, or at an average cost of $36.24 per share. From January 1, 2000
through October 31, 2000, the Company has purchased 1.8 million shares of its
common stock at an aggregate cost of $63.7 million, or at an average cost of
$34.70 per share.Mexico and integrated services provided in Aberdeen, Scotland.

ACCOUNTING STANDARDS

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS")SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities".Activities." In June
2000, the FASB issued SFAS No. 138, which amendsamended certain provisions of SFAS No.
133 to clarify four areas causing difficulties in implementation. The amendment
included expanding the normal purchase and sale exemption for supply contracts,
permitting the offsetting of certain intercompany foreign currency derivatives
and thus reducing the number of third party derivatives, permitting hedge
accounting for foreign-currencyforeign currency denominated assets and liabilities, and
redefining interest rate risk to reduce sources of ineffectiveness. The Company
will adoptadopted SFAS No. 133 and the corresponding amendments under SFAS No. 138 on
January 1, 2001. Adoption of SFAS No. 133, as amended by SFAS No. 138, has not
had nor is notit expected to have a material impact on the Company's consolidated
results of operations, financial position or cash flows.

In December 1999, the Securities and Exchange Commission ("SEC") issued
Staff Accounting Bulletin ("SAB") No. 101, "Revenue Recognition in Financial
Statements." The bulletin summarizes certain of the SEC Staff's view in applying
generally accepted accounting principles to revenue recognition in financial
statements.

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23

This bulletin through its subsequent revised releases SAB No. 101A and No. 101B
is effective for registrants no later than the fourth fiscal quarter of fiscal
years beginning after December 15, 1999. The Company does not expect the
implementation of this bulletin to have a significant impact on the results of
operations or equity of the Company.

FORWARD-LOOKING STATEMENTS

Certain written and oral statements made or incorporated by reference from
time to time by the Company or its representatives are "forward-looking
statements" within the meaning of Section 27A of the Private Securities Litigation Reform Act of 1995.1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements include, without limitation, any statement that may
project, indicate or imply future results, performance or achievements, and may
contain the words "expect," "intend," "plan," "anticipate," "estimate,"
"believe," "will be," "will continue," "will likely result," and similar
expressions. Statements by the Company in this report that contain
forward-looking statements include, but are not limited to, discussions
regarding future market conditions and the effect of such conditions on the
Company's future results of operations (see "-- Outlook"), and future uses of and
requirements for financial resources, including but not limited to, expenditures
related to the conversiondeepwater upgrade of the Ocean ConfidenceBaroness (see "-- Liquidity" and
"-- Capital Resources"). Such statements inherently are subject to a variety of
risks and uncertainties that could cause actual results to differ materially
from those projected. Such risks and uncertainties include, among others,
general economic and business conditions, casualty losses, industry fleet
capacity, changes in foreign and domestic oil and gas exploration and production
activity, competition, changes in foreign, political, social and economic
conditions, regulatory initiatives and compliance with governmental regulations,
customer preferences and various other matters, many of which are beyond the
Company's control. The risks included here are not exhaustive. Other sections of
this report and the Company's other filings with the Securities and Exchange
Commission include additional factors that could adversely impact the Company's
business and financial performance. Given these risks and uncertainties,
investors should not place undue reliance on forward-looking statements. The
Company expressly disclaims any obligation or undertaking to release publicly
any updates or revisions to any forward-looking statement to reflect any change
in the Company's expectations with regard thereto or any change in events,
conditions or circumstances on which any forward-looking statement is based.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

The information included in this Item is considered to constitute
"forward-looking statements" for purposes of the statutory safe harbor provided
in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. See "Management's Discussion and
Analysis of Financial Condition and Results of Operations -- Forward-Looking
Statements" in Item 2 of Part I of this report.

The Company's financial instruments include the Company's convertible
subordinated notes, zero coupon convertible debenturesNotes, the Zero Coupon
Debentures, the Ocean Alliance lease-leaseback agreement, and investments in
debt securities, including U.S. Treasury securities, treasury inflation-indexed
protective bonds ("TIP's"), and collateralized mortgage
obligations ("CMO's").CMO's.

The Company's convertible subordinated notes,Notes, which arewere due February 15, 2007, havehad a stated
interest rate of 3.75% and an effective interest rate of 3.93%. At September 30, 2000,March 31,
2001, the fair value of these notes,the Notes, based on quoted market prices, was
approximately $446.8$403.3 million, compared to a carrying amount of $400.0$396.6 million.

On April 6, 2001, the Company redeemed all of its outstanding Notes in
accordance with the indenture under which the Notes were issued. Prior to April
6, 2001, $12.4 million principal amount of the Notes were converted into 307,071
shares of the Company's common stock at the stated conversion price of $40.50
per share. The remaining $387.6 million principal amount of the Notes was
redeemed at 102.08% of the principal amount thereof plus accrued interest for a
total cash payment of $397.7 million, resulting in an after-tax charge of $7.7
million, which will be reported as an extraordinary loss in the second quarter
of 2001.

At September 30, 2000,March 31, 2001, the fair value of the Company's zero coupon convertible debentures,Zero Coupon Debentures,
based on quoted market prices, was approximately $402.4,$412.6 million, compared to a
carrying amount of $406.7$413.8 million.

At September 30, 2000,March 31, 2001, the fair value of the Company's Ocean Alliance
lease-leaseback agreement, based on the present value of estimated future cash
flows using a discount rate of 8.00%, was approximately $54.8 million, compared
to a carrying amount of $56.1 million.

At March 31, 2001, the fair market value of the Company's investment in
debt securities issued by the U.S. Treasury, excluding TIP's and CMO's, was
approximately $198.2$223.7 million, which includes an unrealized holding lossgain of
$0.5 million.$56,000. These securities bear interest at rates ranging from 5.00%4.8% to 8.00%5.2%.
These securities are U.S. government-backed, and generally short-term and readily
marketable.

The fair market value of the Company's investment in TIP's at March 31,
2001 was approximately $276.8 million, which includes an unrealized holding gain
of $10.7 million. These securities bear a fixed interest rate of 3.625% and have
an inflation-adjusted principal. The amount of each semiannual interest payment
is based on the securities' inflation-adjusted principal amount on an interest
payment date and, at maturity, the securities will be redeemed at the greater of
their inflation-adjusted principal or par amount at original issue. The TIP's
are short-term and readily marketable.

The fair market value of the Company's investment in CMO's at September 30, 2000March 31,
2001 was approximately $555.3$103.5 million, which includes an unrealized holding gain
of $4.1$1.3 million. The CMO's are also short-term and readily marketable with an
implied AAA rating backed by U.S. government guaranteed mortgages.

The Company believes the declines in the fair value of its investments
in debt securities due to interest rate sensitivity are temporary in nature.
This determination was based on marketability of the instruments, the Company's
ability to retain its investment in the instruments, past market movements and
reasonably possible, near-term market movements. Therefore, the Company does not
believe that potential, near-term losses in future earnings, fair values, or
cash flows are likely to be material.

At September 30, 2000, the fair value of the Company's investment in
equity securities was approximately $2.2 million, which includes an unrealized
holding gain of $0.8 million.

Other than trade accounts receivable and trade accounts payable, the
Company does not currently have financial instruments that are sensitive to
foreign currency exchange rates.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Raymond Verdin v. R&B Falcon Drilling USA, Inc., et al; No. G-00-488 in the
United States District Court for the Southern District of Texas, Galveston
Division, filed October 10, 2000. The Company was named as a defendant in a
proposed class action suit filed on behalf of offshore oil workers against all
of the major offshore drilling companies. The proposed class includes persons
hired in the United States by the companies to work in the Gulf of Mexico and
around the world. The allegation is that the companies, through trade groups,
shared wage information in order to fix and suppress the wages of the workers in
violation of the Sherman Antitrust Act and various state laws. Plaintiff Thomas
Bryant has replaced the named plaintiff as the proposed class representative. Because the case has only recently been filed all of the
defendants have not yet answered. No
class has been certified at this time.time, however, a hearing on class certification
is currently scheduled for July 12, 2001. The lawsuit is seeking unspecified damages as well
as attorney's fees and costs. TheDuring the first quarter of 2001, the Company
believes thatrecorded a $10.0 million reserve for this pending litigation in the case is without merit and is
vigorously contesting liability.Company's
Consolidated Statements of Income in contemplation of a potential settlement.

The Company and its subsidiaries are named defendants in various lawsuits
and are involved from time to time as parties to governmental proceedings, all
arising in the ordinary course of business. Although the outcome of lawsuits or
other proceedings involving the Company and its subsidiaries cannot be predicted
with certainty and the amount of any liability that could arise with respect to
such lawsuits or other proceedings cannot be predicted accurately, management
does not expect these matters to have a material adverse effect on the financial
position, results of operations, or cash flows of the Company.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits

See the Exhibit Index for a list of those exhibits filed herewith.

(b) There were noThe Company filed the following reports on Form 8-K filed during the thirdfirst
quarter of 2000.

252001:

Date of Report Description of Report
-------------- ---------------------

January 23, 2001 Item 9 Regulation FD disclosure (Informational only)

February 12, 2001 Item 9 Regulation FD disclosure (Informational only)

February 27, 2001 Item 9 Regulation FD disclosure (Informational only)

March 7, 2001 Plan to redeem, on April 6, 2001, all outstanding Notes

March 21, 2001 Item 9 Regulation FD disclosure (Informational only)

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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.

DIAMOND OFFSHORE DRILLING, INC.
(Registrant)

Date 03-Nov-200004-May-2001 By: /s/\s\ Gary T. Krenek
----------- --------------------------------------------------------------------------
Gary T. Krenek
Vice President and Chief Financial Officer

Date 03-Nov-2000 /s/04-May-2001 \s\ Beth G. Gordon
------------ ---------------------------------------------------------------------------
Beth G. Gordon
Controller (Chief Accounting Officer)

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EXHIBIT INDEX TO EXHIBITS

EXHIBIT
NUMBER DESCRIPTIONExhibit No. Description
- ------------------ -----------

3.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the quarterly period ended June
30, 1998).

3.23.2* Amended and Restated By-laws of the Company
(incorporated by reference to Exhibit 3.2 to the
Company's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 1998).Company.

4.1 Indenture, dated as of February 4, 1997, between the Company and
The Chase Manhattan Bank, as Trustee (incorporated by reference
to Exhibit 4.1 to the Company's Current Report on Form 8-K filed
February 11, 1997).

4.2 Second4.2* Third Supplemental Indenture, dated as of June 6,
2000,April 11, 2001, between
the Company and The Chase Manhattan Bank, as Trustee (incorporated by reference to Exhibit 4.2 to
the Company's Quarterly Report on Form 10-Q/A for the
quarterly period ended June 30, 2000.)

10.1Trustee.

10.1* Purchase Agreement, dated May 31, 2000,April 6, 2001, between the Company and
Credit Suisse First Boston Corporation
(incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q/A for the
quarterly period ended June 30, 2000.)

10.2Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated.

10.2* Registration Rights Agreement, dated June 6, 2000,April 11, 2001, between the
Company and Credit Suisse First Boston
Corporation (incorporated by reference to Exhibit 10.2
to Company's Quarterly Report on Form 10-Q/A for the
quarterly period ended June 30, 2000.)

27.1* Financial Data Schedule.Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated.

- -------------------
* Filed herewith.

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