Form 8-K/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 7, 2008 (November 5, 2008)

TRANSOCEAN INC.

(Exact name of registrant as specified in its charter)

 

Cayman Islands   333-75899   66-0582307
(State or other jurisdiction of
incorporation or organization)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

4 Greenway Plaza Houston, Texas   77046
(Address of principal executive offices)   (zip code)

 

70 Harbour Drive Grand Cayman, Cayman Islands   KY1-1003
(Address of principal executive offices)   (zip code)

Registrant’s 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):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 7.01. Regulation FD Disclosure.

Slide Presentation

On November 5, 2008, we posted a slide presentation on our website at www.deepwater.com. The slide presentation was also furnished as Exhibit 99.2 to the Current Report on Form 8-K filed that day. A revised slide presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K/A and is incorporated herein by reference. The attached slide presentation replaces the slide presentation filed November 5, 2008 which contained erroneous information. The slide presentation has also been updated on our website.

Statements contained within the slide 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 include, but are not limited to projections relating to out-of-service forecasts, operating and maintenance costs trends, contract backlog, and other statements that are not historical facts. 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 Company’s 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 Company’s Form 10-K for the year ended December 31, 2007, and in the Company’s other filings with the Securities and Exchange Commission (“SEC”), which are available free of charge on the SEC’s 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. We caution investors not to 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, except as required by law.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits.

The exhibit to this report furnished pursuant to item 7.01 is as follows:

 

Exhibit No.

  

Description

99.1    Slide Presentation


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 hereunto duly authorized.

 

    TRANSOCEAN INC.
Date: November 7, 2008     By   /s/ Eric B. Brown
        Eric B. Brown
        Senior Vice President and
        General Counsel


Index to Exhibits

 

Exhibit
Number

  

Description

99.1    Slide Presentation
Slide Presentation
Transocean Inc. Reports
Third Quarter 2008 Results
Exhibit 99.1


371
382
388
400
318
329
349
337
160
161
160
159
$50k
$100k
$150k
$200k
$250k
$300k
$350k
$400k
$450k
Qtr 4 08
Qtr 1 09
Qtr 2 09
Qtr 3 09
High Specification Floaters
Other Floaters
Jackups
Chart #1: Average Contracted Dayrate by Rig Type
Qtr 4 2008 through Qtr 3 2009 (Unaudited)
The Jackups category consists of our jackup fleet.
Jackups
The Other Floaters category is generally comprised
of those non-High-Specification Floaters with a
water depth capacity of less than 4,500 feet.
Other
Floaters
The Other Deepwater Floaters include the remaining
semi-submersible rigs and drillships that have a
water depth capacity of at least 4,500 feet.
Other High-Specification Floaters were built in the in
the mid to late 1980s, are capable of drilling in harsh
environments and have greater displacement than
previously constructed rigs resulting in larger
variable load capacity, more useable deck space
and better motion characteristics.
Ultra-Deepwater Floaters have high-pressure mud
pumps and a water depth capability of 7,500 feet or
greater.
The High-Specification Floaters category is a
consolidation of the Ultra-Deepwater Floaters, Other
High-Specification Floaters and Other Deepwater
Floaters as described below.
High-
Specification
Floaters
The weighted average contract dayrate for each rig
type based on current backlog from the company's
most recent Fleet Status Update Report as of
November 3, 2008. Includes firm contracts only.
Average
Dayrate
Definitions


Chart #2: Out-of-Service Rig Months
Qtr 1 2008 through Qtr 4 2009 (Unaudited)
Rig time described as "shipyard" refers to periods
during which a rig is out of service as a result of
other planned shipyards, surveys, repairs,
regulatory inspections or other planned service or
work on the rig excluding reactivations and
upgrades.
Shipyard
Rig time described as "upgrade" includes the
Sedco 702 and Sedco 706 which are undergoing
or forecast to undergo a shipyard project to
enhance the operational capabilities of the rig.
Upgrade
Includes mobilization and demobilization to and
from operating contracts and other activities such
as shipyards excluding those mobilization and
demobilization
periods
covered
in
Reactivation
and
Upgrades.
Mobilization
Time when a rig is not available to earn an
operating dayrate due to shipyards, contract
preparation, mobilization, reactivation or
upgrades.
Out-of-Service
Time expressed in months that each rig has been,
or is forecast to be Out of Service as reflected in
the company's Fleet Status Update Report as of
November 3, 2008. Also includes out of service
time of less than 14 days that is not disclosed in
the Fleet Status report.
Rig Months
Definitions
16
33
20
21
18
26
19
19
6
3
6
7
5
2
3
2
5
5
3
3
0
5
10
15
20
25
30
35
40
45
50
Qtr 1 - 08A
Qtr 2 - 08A
Qtr 3 - 08A
Qtr 4 - 08F
Qtr 1 - 09F
Qtr 2 - 09F
Qtr 3 - 09F
Qtr 4 - 09F
Period ( A = actual data, F = forecast data)
Shipyard
Mobilization
Upgrade
28 
42
30
31
23
28
22
21


Chart #3: Operating & Maintenance (O&M) Costs Trends
(Unaudited)
Our operating and maintenance costs represent all direct and
indirect costs associated with the operation and maintenance
of our drilling rigs. Operating and maintenance costs also
includes all costs related to local and regional offices as well
as all costs related to operations support, engineering
support, marketing and other similar costs.  The principal
elements of these costs are direct and indirect labor and
benefits, repair and maintenance, contract preparation
expenses, insurance, boat and helicopter rentals, professional
and technical fees, freight costs, communications, customs
duties, tool rentals and services, fuel and water, general taxes
and licenses. Labor, repair and maintenance costs, insurance
premiums, personal injury losses and drilling rig casualty
losses represent the most significant components of our
operating and maintenance costs
O&M Costs *
Includes the total amount of days a rig is deemed to be out of
service. This relates to times when a rig is out of service due
to shipyards, mobilization and short-term idle periods.
Out of Service
Days
Denotes the total O&M costs while a rig is out of service based
upon Out of Service Days, as defined below. Out of Service
costs are the difference between total operating and
maintenance costs and the In-Service Costs.
Out of Service
Denotes the total amount of days a rig is deemed to be in-
service under contract operations. This excludes all out of
service time relating to shipyards, mobilization and short-term
out of contract periods but includes the operational downtime
of in service rigs. The average number of days may also
fluctuate from quarter to quarter as a result of rigs being
reactivated, sold or stacked in the quarters.
Rig Operating
Days
Denotes the total O&M costs of a rig while in service based
upon
the
Rig
Operating
Days
(excluding
shorebase
or
common
support costs), as defined below.
Operating Rigs
Includes Integrated Services, Drilling Management Services,
Oil
and
Gas
Properties,
and
all
shorebase
or
common
support
costs (on-shore offices, yards, pool equipment).
Support & Non-
Drilling Costs
Definitions
$36
$148
$167
$205
$82
$105
$117
$130
$216
$182
$211
$240
$425
$419
$474
$488
$599
$762
$809
$867
$62
$45
$36
$44
$73
$65
$177
$114
$-
$200 MM
$400 MM
$600 MM
$800 MM
$1,000 MM
$1,200 MM
$1,400 MM
$1,600 MM
Qtr4'06
Qtr1'07
Qtr2'07
Qtr3'07
Qtr4'07
Qtr1'08
Qtr2'08
Qtr3'08
Period
Drilling Management Services and Oil & Gas $
Support and Integrated Services $
Operating Rig $
Out of Service $


Chart #4: Contract Backlog by Years
(Unaudited)
Total Contract Backlog (1) = $41.1 Billion
Remaining
(1) Calculated by multiplying the contracted operating dayrate by the firm contract period from November 3, 2008 forward.  Reflects firm commitments
represented by signed contracts.  Contract backlog excludes revenues from mobilization, demobilization, contract preparation, integrated services 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
(rig
downtime,
suspension
of
operations,
etc.)
including
some
beyond
our
control.
0.8
5.6
5.9
5.5
4.3
8.1
1.1
5.3
2.8
1.0
0.4
0.4
$0.0B
$1.0B
$2.0B
$3.0B
$4.0B
$5.0B
$6.0B
$7.0B
$8.0B
$9.0B
$10.0B
$11.0B
$12.0B
2008
2009
2010
2011
2012
2013-2020
High-Spec Fleet
Remaining Fleet
$1.9
$8.5
$4.7
$6.5
$8.7
$10.9