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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 21, 2007
TRANSOCEAN INC.
(Exact name of registrant as specified in its charter)
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Cayman Islands
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333-75899
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66-0582307 |
(State or other jurisdiction of
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(Commission
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(I.R.S. Employer |
incorporation or organization)
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File Number)
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Identification No.) |
4 Greenway Plaza
Houston, Texas 77046
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (713) 232-7500
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
ITEM 7.01. REGULATION FD DISCLOSURE
On March 21, 2007, Transocean Inc. (the Company) is posting the slide presentation furnished as
Exhibit 99.1 to this report on the Companys website. The Company is furnishing the slide
presentation due to technical difficulties with the related webcast presentation. Exhibit 99.1 is
incorporated in this Item 7.01 by reference.
The statements made herein that are not historical facts are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act
of 1934. Forward-looking statements include, but are not limited to, statements involving the
amount and timing of contract backlog, average dayrates for the Companys rigs and anticipated
out-of-service rig months due to upgrades, reactivations, mobilizations and shipyard. Such
statements are subject to numerous risks, uncertainties and assumptions, including but not limited
to, uncertainties relating to the level of activity in offshore oil and gas exploration and
development, exploration success by producers, oil and gas prices, competition and market
conditions in the contract drilling industry, shipyard delays, actions and approvals of third
parties, possible cancellation or suspension of drilling contracts as a result of mechanical
difficulties or performance, the Companys ability to enter into and the terms of future contracts,
the availability of qualified personnel, labor relations and the outcome of negotiations with
unions representing workers, operating hazards, storms, terrorism, political and other
uncertainties inherent in non-U.S. operations (including the risk of war, civil disturbance,
seizure or damage of equipment and exchange and currency fluctuations), the impact of governmental
laws and regulations, the adequacy of sources of liquidity, the effect of litigation, contingencies
and other factors described above and discussed in the Companys Form 10-K for the year ended
December 31, 2006 and in the Companys other filings with the Securities and Exchange Commission
(SEC), which are available free of charge on the SECs website at www.sec.gov. Should one or more
of these risks or uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated. You should not place undue reliance on
forward-looking statements. Each forward-looking statement speaks only as of the date of the
particular statement, and we undertake no obligation to publicly update or revise any
forward-looking statements.
The information furnished pursuant to Item 7.01 of this report, including Exhibit 99.1, shall not
be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934, nor
will it be incorporated by reference into any registration statement filed by Transocean Inc. under
the Securities Act of 1933, as amended, unless specifically identified therein as being
incorporated therein by reference. The furnishing of the information in this report is not intended
to, and does not, constitute a determination or admission by Transocean Inc. that the information
in this report is material or complete, or that investors should consider this information before
making an investment decision with respect to any security of Transocean Inc.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit is furnished pursuant to Item 7.01:
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Exhibit Number |
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Description |
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99.1
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Slide Presentation |
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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.
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TRANSOCEAN INC.
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Date: March 21, 2007 |
By: |
/s/
Chipman Earle
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Name: |
Chipman Earle |
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Title: |
Associate General Counsel |
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INDEX TO EXHIBITS
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Exhibit Number |
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Description |
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99.1
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Slide Presentation |
exv99w1
Forward-Looking Statement |
The statements described in this presentation that are not historical facts are
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking statements which could be made
include, but are not limited to, statements involving prospects for the company, expected revenues,
capital expenditures, costs and results of operations, market outlook, revenue backlog for the
company and other drillers, contract opportunities and commitments, operational performance, rig
demand, rig capacity, dayrates, rig reactivations, rig upgrades including upgrade projects for the
Sedco 700-series semisubmersible rigs, newbuild and acquisition opportunities, uses of excess cash
including stock buybacks, debt reduction, fleet marketing efforts, rig mobilizations and planned
shipyard programs. Such statements are subject to numerous risks, uncertainties and assumptions,
including but not limited to, uncertainties relating to the level of activity in offshore oil and
gas exploration and development, exploration success by producers, oil and gas prices, rig demand
and capacity, drilling industry market conditions, possible delays or cancellation of drilling
contracts, work stoppages, operational or other downtime, the companys ability to enter into and
the terms of future contracts, the availability of qualified personnel, labor relations, future
financial results, operating hazards, political and other uncertainties inherent in non-U.S.
operations (including exchange and currency fluctuations), war, terrorism, natural disaster and
cancellation or unavailability of insurance coverage, the impact of governmental laws and
regulations, the adequacy of sources of liquidity, the effect of litigation and contingencies and
other factors discussed in the companys most recent Form 10-K for the year ended December 31, 2006
and in the companys other filings with the SEC, which are available free of charge on the SECs
website at www.sec.gov. Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from those indicated.
All subsequent written and oral forward-looking statements attributable to the company or to
persons acting on our behalf are expressly qualified in their entirety by reference to these risks
and uncertainties. You should not place undue reliance on forward-looking statements. Each
forward-looking statement speaks
only as of the date of the particular statement, and we undertake no obligation to publicly update
or revise any forward-looking statements. All non-GAAP financial measure reconciliations to the
most comparative GAAP measure are displayed in quantitative schedules on the companys web site at |
www.deepwater.com/Non-GAAP.cfm. |
Industrys largest offshore contract driller 82 units total
Unique focus on High-Specification fleet |
13 Fifth-Generation Deepwater Floaters capable of 7,500+ feet water depths
16 Other Deepwater Floaters capable of 4,500-7,200 feet water depths
4 Other High-Specification Floaters capable of harsh environ. operations |
3 ultra-deepwater rigs under construction, 2 units to be upgraded to deepwater
drilling capability |
Largest Offshore Rig Fleet (1) |
Jackup Semi and Drillship Other MODU |
Transocean GlobalSantaFe Noble Pride ENSCO Diamond Rowan Offshore |
(1) Excludes ownership in barges, MOPUs, platform rigs, land rigs, equity ownership
positions, coldstacked rigs and new rig construction (2) Excludes a drillship utilized in a
research mode |
4 Source: ODS Rigpoint, February 2007 |
Jackups Asia/Pacific 5th Gen DW |
North/South 23% Other High- America Spec 31% 6% |
By Asset Type By Geographic Location |
2006 Revenue: $3,882 Million |
Industrys largest offshore contract driller 82 units total |
Unique focus on High-Specification fleet |
Geographically diverse fleet and strong customer mix |
Revenues by Major Customer |
Woodside Shell
11% 54% 3% ONGC |
Eni Total
6% 8% Statoil Petrobras 7% 8% |
2006 Revenue: $3,882 Million |
Industrys largest offshore contract driller 82 units total Unique focus on
High-Specification fleet Geographically diverse fleet and strong customer mix
Exceptional business cycle |
Exceptional Business Cycle |
Activity level remains strong in all segments of the fleet
Deepwater sector offers exceptional opportunities with long-duration cycle likely |
Represents significant source of potential hydrocarbon reserves
High exploration success, large development projects limited exposure to oil prices |
Near & long-term shortage of capacity
Numerous emerging provinces
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Supports Deepwater Sustainability |
Established
Gulf of Mexico |
Lease expirations driving short-term demand |
Brazil
Exploration success
Increased activity from intl operators
West Africa
Exploration success
New development programs |
Supports Deepwater Sustainability |
Developing
Gulf of Mexico
Ultra-deep well bores 34,000+ feet |
Taxing capabilities of
Fifth-Generation Deepwater fleet |
Growth in India
New discoveries in Brazil
Eastern Med.
Malaysia
Established Developing |
Supports Deepwater Sustainability |
Frontier
Mexico
Deepwater reserves 36 billion bbls +
Orphan Basin |
Largest undrilled geological structure in the world |
East Africa/Pakistan/South China Sea
Established Developing Frontier |
Exceptional Business Cycle |
Mid-water floater sector aided by strength in deepwater |
North Sea demand remains strong, especially Norway
Numerous term contract opportunities |
Recent contract signings confirm current dayrate range $350K $435K |
Jackup sector remains robust |
Some multi-year opportunities
India, Arabian Gulf, Gulf of Suez
New capacity finding contracts
Recent contract signings
- -$ 180K $225K |
Industrys largest offshore contract driller 82 units total Unique focus on
High-Specification fleet Geographically diverse fleet and strong customer mix Exceptional business
cycle
Contract backlog provides excellent earnings , cash flow visibility & growth prospects |
Contract Backlog by Years |
Total Contract Backlog(1) = $21.6 Billion |
2007 2008 2009 2010 2011 2012-15 |
High-Specification Fleet Remaining Fleet |
(1) Calculated by multiplying the contracted operating dayrate by the firm contract
period from February 28, 2007 forward. |
Reflects firm commitments represented by signed contracts. Contract backlog excludes
revenues from mobilization, demobilization, contract preparation and customer
reimbursables. Our backlog calculation assumes that we receive the full contractual
dayrate, which could be higher than the actual dayrate that we receive because of a
number of factors |
15 (rig downtime, suspension of operations, etc....) including some beyond our control. |
Source: Transocean Fleet Status Report March 7, 2007 |
High-Specification Floaters Backlog |
Transocean vs. All Competitors |
(Billions $USD)
All Competitors $16.6 GSF $4.1 SDRL $3.1 PDE $2.9 DO $2.8 NE $1.6 ESV $1.4 RDC $0.0 RIG $14.9
$0 $ 5 $10 $15 $20
Source: Riglogix
16 As of January 31, 2007 |
Under Contract CommitmentsUncommitted |
2007 2008 2009 High-Specification 0% 0% 12% Floaters Fleet |
(37 Rigs(2))
100% 100% 88% |
(20 Rigs) 76%
93%
5%
36%
Jackups Fleet 36% |
Effective February 28, 2007 |
(1) Commitment time includes working, mobilization/demobilization and scheduled shipyard time;
excludes letters of intent and options (2) Includes Sedco 702 and Sedco 706 rig upgrade commitments
as of expected delivery date. The Sedco 702 upgrade 17 is expected to enter service by
October 2007, while the Sedco 706 is expected to enter service by April 2008. Includes two of three
newbuild drillships, with expected delivery dates in 2009. Third unit expected delivery in 2010. |
Focus On Execution & Cost Control |
Recordable incidents at lowest level in companys history |
Recruitment, retention, training helped by Company size and diversity |
Effective nationalization plans started in 2001
New recruitment areas
Major shipyard projects
No more rigs reactivation |
3 enhanced Enterprise-class rigs / 2 major upgrades (Sedco 700-series) |
Reinvestment in the business |
3 enhanced Enterprise-class newbuilds confirmed
2 major upgrades of existing units (Sedco 700-series) |
Industry consolidation / rigs acquisition : at the right time / at the right
price |
Returning cash to shareholders |
Stock repurchase program : $4.0 billion authorized in May 2006 |
$ 3.4 billion repurchased through February 2007 |
Use of some leverage for opportunistic purchases of stock |
Return of Value to Shareholders and Reinvestment |
Share Repurchases Dividends and Organic Growth New Builds as % of Market Cap Upgrades
26% Share Repurchases Dividends |
10%
5%
0%
RIG GSF DO NE ESV RDC |
Source: Public filings and statements by individual companies. |
20 Data reflects activity announced or completed during 2005, 2006 and through March 1,
2007. Calculated based on amount of announced activity divided by market cap. |
Exceptional business climate continues |
Regional outlook appears strong for the foreseeable future in all sectors |
Contract backlog supports improved long term financial performance |
Strong cash flow, opportunities for growth |
Company differentiating itself with premium fleet and technology initiatives
Continuing to return capital to shareholders and reinvest in the business |