TRANSOCEAN INC. (Exact Name of Registrant As Specified in Its Charter) ______
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _________________ FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 OR o 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 333-75899 _________________ TRANSOCEAN INC. (Exact name of registrant as specified in its charter) _________________ Cayman Islands 66-0582307 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 4 Greenway Plaza 77046 Houston, Texas (Zip Code) (Address of principal executive offices) Registrant’s telephone number, including area code: (713) 232-7500 Securities registered pursuant to Section 12(b) of the Act: Title of class Exchange on which registered Ordinary Shares, par value $0.01 per share New York Stock Exchange, Inc. Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes o No x 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 o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. Large accelerated filer x Accelerated filer o Non-accelerated filer o Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes o No x As of June 30, 2006, 319,904,208 ordinary shares were outstanding and the aggregate market value of such shares held by non-affiliates was approximately $25.7 billion (based on the reported closing market price of the ordinary shares on such date of $80.32 and assuming that all directors and executive officers of the Company are “affiliates,” although the Company does not acknowledge that any such person is actually an “affiliate” within the meaning of the federal securities laws). As of February 23, 2007, 292,967,692 ordinary shares were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive Proxy Statement to be filed with the Securities and Exchange Commission within 120 days of December 31, 2006, for its 2007 annual general meeting of shareholders, are incorporated by reference into Part III of this Form 10-K. TRANSOCEAN INC. AND SUBSIDIARIES INDEX TO ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2006 Item Page PART I ITEM 1. Business 5 Background of Transocean 5 Drilling Fleet 5 Markets 9 Operating Revenues and Long-Lived Assets by Country 10 Integrated Services 10 Drilling Contracts 11 Significant Clients 11 Regulation 11 Employees 12 Available Information 12 ITEM 1A. Risk Factors 13 ITEM 1B. Unresolved Staff Comments 17 ITEM 2. Properties 17 ITEM 3. Legal Proceedings 17 ITEM 4. Submission of Matters to a Vote of Security Holders 19 Executive Officers of the Registrant 19 PART II ITEM 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities 21 ITEM 6. Selected Financial Data 23 ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 24 ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk 47 ITEM 8. Financial Statements and Supplementary Data 48 ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 95 ITEM 9A. Controls and Procedures 95 ITEM 9B. Other Information 95 PART III ITEM 10. Directors, Executive Officers and Corporate Governance 95 ITEM 11. Executive Compensation 95 ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 95 ITEM 13. Certain Relationships and Related Transactions, and Director Independence 95 ITEM 14. Principal Accountant Fees and Services 95 PART IV ITEM 15. Exhibits and Financial Statement Schedules 96 Index Forward-Looking Information The statements included in this annual report regarding future financial performance and results of operations and other statements 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 in this annual report include, but are not limited to, statements about the following subjects: · contract commencements, · issuance of new debt, · contract option exercises, · debt reduction, · revenues, · planned asset sales, · expenses, · timing of asset sales, · results of operations, · proceeds from asset sales, · commodity prices, · our effective tax rate, · customer drilling programs, · changes in tax laws, · supply and demand, · treaties and regulations, · utilization rates, · tax assessments, · dayrates, · our other expectations with regard to · contract backlog, market outlook, · planned shipyard projects and rig · operations in international markets, mobilizations and their effects, · the level of expected capital · newbuild projects and opportunities, expenditures, · the upgrade projects for the Sedco 700- · results and effects of legal proceedings series semisubmersible rigs, and governmental audits and · other major upgrades, assessments, · rig reactivations, · adequacy of insurance, · expected downtime, · liabilities for tax issues, including those · insurance proceeds, associated with our activities in Brazil, · future activity in the deepwater, mid- Norway and the United States, water and the jackup market sectors, · liquidity, · market outlook for our various · cash flow from operations, geographical operating sectors, · adequacy of cash flow for our · capacity constraints for fifth-generation obligations, rigs and other rig classes, · effects of accounting changes, · effects of new rigs on the market, · adoption of accounting policies, · income related to the TODCO tax · pension plan and other postretirement sharing agreement, benefit plan contributions, · uses of excess cash, including ordinary · benefit payments, and share repurchases, · the timing and cost of completion of · the timing and funding of share capital projects. repurchases, Forward-looking statements in this annual report are identifiable by use of the following words and other similar expressions among others: · “anticipates” · “may” · “believes” · “might” · “budgets” · “plans” · “could” · “predicts” · “estimates” · “projects” · “expects” · “scheduled” · “forecasts” · “should” · “intends” Such statements are subject to numerous risks, uncertainties and assumptions, including, but not limited to: · those described under “Item 1A. Risk Factors,” · the adequacy of sources of liquidity, - 3 - Index · the effect and results of litigation, audits and contingencies, and · other factors discussed in this annual report and in the Company’s other filings with the 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. 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. - 4 - Index PART I ITEM 1. Business Transocean Inc. (together with its subsidiaries and predecessors, unless the context requires otherwise, “Transocean,” the “Company,” “we,” “us” or “our”) is a leading international provider of offshore contract drilling services for oil and gas wells. As of February 2, 2007, we owned, had partial ownership interests in or operated 82 mobile offshore drilling units. As of this date, our fleet included 33 High-Specification semisubmersibles and drillships (“High- Specification Floaters”), 20 Other Floaters, 25 Jackups and four Other Rigs. We also have three High-Specification Floaters under construction. Our mobile offshore drilling fleet is considered one of the most modern and versatile fleets in the world. Our primary business is to contract these drilling rigs, related equipment and work crews primarily on a dayrate basis to drill oil and gas wells. We specialize in technically demanding segments of the offshore drilling business with a particular focus on deepwater and harsh environment drilling services. We also provide additional