Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2011 and for the year ended December 31, 2010 combines the historical consolidated statements of operations of Hercules Offshore Inc. (“Hercules”) and Seahawk Drilling, Inc. (“Seahawk”), giving effect to the acquisition as if it had occurred as of the beginning of the periods presented. The unaudited pro forma condensed combined balance sheet as of March 31, 2011 combines the historical consolidated balance sheets of Hercules and Seahawk giving effect to the acquisition as if it had occurred on March 31, 2011. The historical consolidated financial information has been adjusted in the unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the acquisition, (2) factually supportable, and (3) with respect to the statement of income, expect to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements, the historical consolidated and combined financial statements and accompanying notes of Seahawk included in Exhibit 99.1 of this filing as well as the historical consolidated financial statements of Hercules Offshore, Inc. in their Annual Report on Form 10-K as of and for the year ended December 31, 2010, as Amended on Form 8-K as well as their quarterly report on Form 10-Q as of and for the period ended March 31, 2011, as Amended on Form 8-K.

The unaudited pro forma condensed combined financial information has been presented for informational purposes only. The pro forma information is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the merger been completed as of the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company.

The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting under U.S. generally accepted accounting principles, and the regulations of the SEC. The acquisition accounting is dependent upon certain valuations that have yet to progress to a stage where there is sufficient information for a definitive measurement. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing this unaudited pro forma condensed combined financial information. Differences between these preliminary estimates and the final acquisition accounting will occur, and these differences could have a material impact on the accompanying unaudited pro forma condensed combined financial statements and the combined company’s future results of operations and financial position.

The unaudited pro forma condensed combined financial information does not reflect the effect of asset dispositions, if any, or revenue, cost or other operating synergies that may result from the acquisition.

HERCULES OFFSHORE, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEETS
As of March 31, 2011
(In thousands)

										Pro Forma							Pro Forma
		Hercules				Seahawk				Adjustments							Combined
ASSETS
Current Assets:
Cash and Cash Equivalents		$	162,966			$	2,742			$	(27,742	)		(A)(B)			$	137,966
Restricted Cash			11,129				—				—							11,129
Accounts Receivable, Net			157,684				17,255				(2,094	)		(A)				172,845
Prepaids			8,033				5,599				(5,599	)		(A)				8,033
Current Deferred Tax Asset			8,488				—				—							8,488
Other			8,311				1,440				(1,440	)		(A)				8,311
			356,611				27,036				(36,875	)						346,772
Property and Equipment, Net			1,603,521				90,015				55,359			(C)				1,748,895
Equity Investment			18,254				—				—							18,254
Other Assets, Net			38,304				4				(4	)		(A)				38,304
		$	2,016,690			$	117,055			$	18,480						$	2,152,225
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Short-term Debt and Current Portion of Long-term Debt		$	4,924			$	18,114			$	(18,114	)		(A)			$	4,924
Insurance Notes Payable			736				—				—							736
Accounts Payable			60,176				12,204				(1,997	)		(A)				70,383
Accrued Liabilities			62,071				39,295				(37,957	)		(A)(F)				63,409
Interest Payable			24,003				—				—							24,003
Taxes Payable			9,559				—				—							9,559
Other Current Liabilities			19,520				17,853				(17,853	)		(A)				19,520
			180,989				87,466				(75,921	)						192,534
Long-term Debt, Net of Current Portion			854,255				—				—							854,255
Other Liabilities			24,117				9,533				(9,533	)		(A)				24,117
Deferred Income Taxes			118,294				—				—							118,294
Commitments and Contingencies
Stockholders’ Equity:
Common Stock			1,167				121				99			(D)(E)				1,387
Capital in Excess of Par Value			1,925,115				489,983				(364,875	)		(D)(E)				2,050,223
Treasury Stock, at Cost			(50,671	)			—				—							(50,671	)
Retained Deficit			(1,036,576	)			(470,048	)			468,710			(D)(F)				(1,037,914	)
			839,035				20,056				103,934							963,025
		$	2,016,690			$	117,055			$	18,480						$	2,152,225

HERCULES OFFSHORE, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For The Three Months Ended March 31, 2011
(In thousands, except per share data)

										Pro Forma						Pro Forma
		Hercules				Seahawk				Adjustments						Combined
Revenue		$	159,378			$	25,232			$	(59	)	(BB)			$	184,551
Costs and Expenses:
Operating Expenses			106,381				23,243				907		(AA)(BB)				130,531
Depreciation and Amortization			41,793				2,015				615		(CC)				44,423
General and Administrative			12,826				39,419				(40,879	)	(BB)				11,366
			161,000				64,677				(39,357	)					186,320
Operating Loss			(1,622	)			(39,445	)			39,298						(1,769	)
Other Income (Expense):
Interest Expense			(18,506	)			(1,196	)			1,196		(BB)				(18,506	)
Expense of Credit Agreement Fees			(455	)			—				—						(455	)
Equity in Losses of Equity Investment			(55	)			—				—						(55	)
Other, Net			316				(796	)			796		(BB)				316
Loss Before Income Taxes			(20,322	)			(41,437	)			41,290						(20,469	)
Income Tax Benefit (Provision)			6,679				(211	)			(14,306	)	(DD)				(7,838	)
Loss from Continuing Operations			(13,643	)			(41,648	)			26,984						(28,307	)
Loss from Discontinued Operations,
Net of Taxes			(576	)			—				—						(576	)
Net Loss		$	(14,219	)		$	(41,648	)		$	26,984					$	(28,883	)
Basic Loss Per Share:
Loss from Continuing Operations		$	(0.12	)		$	(3.38	)		$	—					$	(0.21	)
Loss from Discontinued Operations			—				—				—						—
Net Loss		$	(0.12	)		$	(3.38	)		$	—					$	(0.21	)
Diluted Loss Per Share:
Loss from Continuing Operations		$	(0.12	)		$	(3.38	)		$	—					$	(0.21	)
Loss from Discontinued Operations			—				—				—						—
Net Loss		$	(0.12	)		$	(3.38	)		$	—					$	(0.21	)
Weighted Average Shares Outstanding:
Basic			114,906				12,321				9,744		(EE)				136,971
Diluted			114,906				12,321				9,744		(EE)				136,971

HERCULES OFFSHORE, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For The Year Ended December 31, 2010
(In thousands, except per share data)

										Pro Forma						Pro Forma
		Hercules				Seahawk				Adjustments						Combined
Revenue		$	624,827			$	81,790			$	(6,998	)	(BB)			$	699,619
Costs and Expenses:
Operating Expenses			403,829				118,865				(9,070	)	(AA)(BB)				513,624
Impairment of Property and Equipment			122,717				338,179				—						460,896
Depreciation and Amortization			185,712				50,378				(39,858	)	(CC)				196,232
General and Administrative			55,996				40,448				(40,448	)	(BB)				55,996
			768,254				547,870				(89,376	)					1,226,748
Operating Loss			(143,427	)			(466,080	)			82,378						(527,129	)
Other Income (Expense):
Interest Expense			(80,482	)			(2,403	)			2,403		(BB)				(80,482	)
Other, Net			3,876				(1,724	)			1,724		(BB)				3,876
Loss Before Income Taxes			(220,033	)			(470,207	)			86,505						(603,735	)
Income Tax Benefit			87,940				67,060				(27,437	)	(DD)				127,563
Loss from Continuing Operations			(132,093	)			(403,147	)			59,068						(476,172	)
Loss from Discontinued Operations, Net of Taxes			(2,501	)			—				—						(2,501	)
Net Loss		$	(134,594	)		$	(403,147	)		$	59,068					$	(478,673	)
Basic Loss Per Share:
Loss from Continuing Operations		$	(1.15	)		$	(33.98	)		$	—					$	(3.48	)
Loss from Discontinued Operations			(0.02	)			—				—						(0.02	)
Net Loss		$	(1.17	)		$	(33.98	)		$	—					$	(3.50	)
Diluted Loss Per Share:
Loss from Continuing Operations		$	(1.15	)		$	(33.98	)		$	—					$	(3.48	)
Loss from Discontinued Operations			(0.02	)			—				—						(0.02	)
Net Loss		$	(1.17	)		$	(33.98	)		$	—					$	(3.50	)
Weighted Average Shares Outstanding:
Basic			114,753				11,863				10,202		(EE)				136,818
Diluted			114,753				11,863				10,202		(EE)				136,818

HERCULES OFFSHORE, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS

1. Description of Transaction

On April 27, 2011, Hercules acquired 20 jackup rigs located in the U.S. Gulf of Mexico and related assets, accounts receivable, accounts payable and certain contractual rights from Seahawk. The total consideration paid to Seahawk consists of approximately 22.1 million shares of Hercules common stock, net of a working capital adjustment and $25.0 million in cash.

2. Basis of Presentation

The acquisition is reflected in the unaudited pro forma condensed combined financial statements as being accounted for under the acquisition method of accounting. Under the acquisition method, the total purchase price described in Note 3 is measured at the closing date of the acquisition using the closing market price of Hercules common stock at that time. The assets and liabilities of Seahawk have been measured at fair value based on preliminary estimates using assumptions that Hercules management believes are reasonable utilizing information currently available. The final determination of fair value for certain assets and liabilities will be completed after the information necessary to complete the analysis is obtained. These amounts will be finalized as soon as practicable, but no later than one year from the acquisition date. Use of different estimates and judgments could yield materially different results.

The unaudited pro forma condensed combined financial information does not reflect the effect of asset dispositions, if any, or revenue, cost or other operating synergies that may result from the acquisition.

3. Calculation of Consideration Transferred

The following details the fair value of the consideration transferred to effect the acquisition of Seahawk.

(In thousands, except per share amounts)
Hercules shares of common stock issued, net of working capital adjustment			22,065
Hercules closing common stock share price on April 27, 2011		$	5.68
Common stock equity consideration		$	125,329
Cash paid			25,000
Total fair value of the consideration transferred		$	150,329

4. Estimate of Assets Acquired and Liabilities Assumed

The following is a preliminary estimate of the assets acquired and liabilities assumed by Hercules in the acquisition as of April 27, 2011, reconciled to the total fair value of the consideration transferred (in thousands):

		Estimated Fair
		Value
Consideration paid		$	150,329
Assets:
Accounts receivable			15,281
Property, plant and equipment, net			145,511
Total assets		$	160,792
Liabilities:
Accounts payable			10,463
Total liabilities		$	10,463
Net assets acquired		$	150,329

5. Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

(A)		Reflects the elimination of Seahawk assets and liabilities not acquired by Hercules.
(B)		To record the $25.0 million cash consideration paid by Hercules.
(C)		To adjust acquired property and equipment to an estimate of fair value.
(D)		Reflects an adjustment to eliminate Seahawk’s historical equity balances.
(E)		To record the 22.1 million shares of Hercules common stock, par value $0.01, at an assumed price of $5.68 issued to Seahawk.
(F)		Reflects an estimate of Hercules’ remaining merger-related transaction costs to be incurred, including legal and other professional fees. These amounts will be expensed as incurred and are not reflected in the unaudited pro forma condensed combined statement of operations because they will not have a continuing impact.

6. Adjustments to Unaudited Pro Forma Condensed Combined Income Statement

(AA)		Certain reclassifications have been made to Seahawk’s historical statement of operations to conform to Hercules’ presentation, primarily relating to (gain) loss on sales of assets.
(BB)		Reflects the elimination of Seahawk revenue and expenses associated with operations not acquired by Hercules.
(CC)		To record the net incremental depreciation expense based on the assigned fair values of Seahawk’s property, plant and equipment based on Hercules’ fixed asset policies. Net changes to depreciation expense for the pro forma period presented are the result of assuming depreciation on all assets as though they were acquired as of the beginning of the pro forma period presented.
(DD)		Represents the income tax effects of the pro forma adjustments at the applicable statutory rate (approximately 35.0% for Domestic operations).
(EE)		Pro Forma weighted average shares outstanding have been adjusted to reflect the 22.1 million shares of Hercules common stock issued and to eliminate Seahawk’s weighted average shares.