1051431--3/15/2006--HORIZON_OFFSHORE

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{loss, insurance, financial}

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Risks Relating to our Financial Condition Our ability to finance our debt obligations and capital requirements depends on sufficient cash flow from our operations and obtaining additional external sources of financing Our ability to finance capital requirements is uncertain Our substantial indebtedness could adversely affect our financial health We had operating losses in 2003 and 2004 and may incur additional operating losses in the future Our future financial results could be adversely impacted by asset impairments or other charges Our credit facilities contain covenants that we may not be able to comply with in the future and that limit many aspects of our operations Our ability to obtain performance bonds and letters of credit required to secure our performance under contracts may affect our ability to bid and obtain contract awards The outcome of our arbitration with Pemex, litigation with the underwriters of the insurance coverage of the Gulf Horizon, and the outcome of any future arbitration and litigation may adversely affect our liquidity and financing requirements Risks Relating to Our Securities The price of our common stock has been highly volatile due to factors that will continue to affect the price of our stock Our common stock is considered a penny stock and may be difficult to sell Our largest stockholders may continue to have a significant degree of influence over us and they may make decisions with which you disagree The conversion and earlier exchange of our Series B Preferred Stock, the completion of the Private Placement and the shares of our common stock issued as a result of the exchange of a portion of our 8% Subordinated Notes resulted in significant and immediate dilution of our existing stockholders and the book value of their common stock Our common stock was delisted from the Nasdaq Stock Market, which could make it more difficult to sell our common stock Risks Relating to Our Business Industry volatility may adversely affect results of operations We incur risks associated with contract bidding and the performance of extra work outside the original scope of work We operate in a highly competitive industry Operating hazards may increase our operating costs and we have limited insurance coverage The seasonality of the marine construction industry may adversely affect our operations Our international operations are subject to significant risks We utilize percentage-of -completion accounting Estimates and assumptions that we use to prepare our financial statements could differ materially from actual future results We are dependent on key personnel We require highly skilled personnel We may incur significant expenditures to comply with governmental regulations A possible terrorist attack or armed conflict could harm our business

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1051431--3/15/2006--HORIZON_OFFSHORE_INC