DIAMOND OFFSHORE DRILLING INC Item 1A Risk Factors |
You should carefully consider these risks before investing in our securities |
The risks and uncertainties described below are not the only ones facing our company |
We are also subject to a variety of risks that affect many other companies generally, as well as additional risks and uncertainties not known to us or that we currently believe are not as significant as the risks described below |
If any of the following risks actually occur, our business, financial condition, cash flows and results of operations and the trading prices of our securities may be materially and adversely affected |
Our business depends on the level of activity in the oil and gas industry, which is significantly affected by volatile oil and gas prices |
Our business depends on the level of activity in offshore oil and gas exploration, development and production in markets worldwide |
Oil and gas prices, market expectations of potential changes in these prices and a variety of political and economic factors significantly affect this level of activity |
However, higher commodity prices do not necessarily translate into increased drilling activity since our customers’ expectations of future commodity prices typically drive demand for our rigs |
Oil and gas prices are extremely volatile and are affected by numerous factors beyond our control, including: • the political environment of oil-producing regions, including uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities in the Middle East or other geographic areas or further acts of terrorism in the United States or elsewhere; • worldwide demand for oil and gas; • the cost of exploring for, producing and delivering oil and gas; • the discovery rate of new oil and gas reserves; • the rate of decline of existing and new oil and gas reserves; • available pipeline and other oil and gas transportation capacity; • the ability of oil and gas companies to raise capital; • weather conditions in the United States and elsewhere; • the ability of the Organization of Petroleum Exporting Countries, commonly called OPEC, to set and maintain production levels and pricing; • the level of production in non-OPEC countries; • the policies of the various governments regarding exploration and development of their oil and gas reserves; and • advances in exploration and development technology |
Our industry is highly competitive and cyclical, with intense price competition |
The offshore contract drilling industry is highly competitive with numerous industry participants, none of which at the present time has a dominant market share |
Some of our competitors may have greater financial or other resources than we do |
Drilling contracts are traditionally awarded on a competitive bid basis |
Intense price competition is often the primary factor in determining which qualified contractor is awarded a job, although rig availability and location, a drilling contractor’s safety record and the quality and technical capability of service and equipment may also be considered |
Mergers among oil and natural gas exploration and production companies have reduced the number of available customers |
Our industry has historically been cyclical |
There have been periods of high demand, short rig supply and high dayrates (such as we are currently experiencing), followed by periods of lower demand, excess rig supply and low dayrates |
Periods of excess rig supply intensify the competition in the industry and often result in rigs being idle for long periods of time |
9 _________________________________________________________________ [54]Table of Contents Although oil and natural gas prices are currently significantly above historical averages, resulting in higher utilization and dayrates earned by our drilling units, generally beginning in the third quarter of 2004, we can provide no assurance that the current industry cycle of high demand, short rig supply and higher dayrates will continue |
We may be required to idle rigs or to enter into lower rate contracts in response to market conditions in the future |
Significant new rig construction and reactivation of cold-stacked drilling units could also intensify price competition |
We believe that approximately 15 additional jack-up and semisubmersible rigs are currently being reactivated or scheduled for reactivation, upgrade or conversion for drilling use |
Improvements in dayrates and expectations of sustained improvements in rig utilization rates and dayrates may result in the construction of additional new rigs or additional reactivations |
These increases in rig supply could result in depressed rig utilization and greater price competition |
In addition, competing contractors are able to adjust localized supply and demand imbalances by moving rigs from areas of low utilization and dayrates to areas of greater activity and relatively higher dayrates |
Prolonged periods of low utilization and dayrates could also result in the recognition of impairment charges on certain of our drilling rigs if future cash flow estimates, based upon information available to management at the time, indicate that the carrying value of these rigs may not be recoverable |
The terms of some of our dayrate drilling contracts may limit our ability to benefit from increasing dayrates in an improving market |
The duration of offshore drilling contracts is generally determined by market demand and the respective management strategies of the offshore drilling contractor and its customers |
In periods of rising demand for offshore rigs, contractors typically prefer well-to-well contracts that allow them to profit from increasing dayrates |
In contrast, during these periods customers with reasonably definite drilling programs typically prefer longer term contracts to maintain dayrate prices at a consistent level |
Conversely, in periods of decreasing demand for offshore rigs, contractors generally prefer longer term contracts to preserve dayrates at existing levels and ensure utilization, while customers prefer well-to-well contracts that allow them to obtain the benefit of lower dayrates |
To the extent possible, we seek to have a foundation of long-term contracts with a reasonable balance of single-well, well-to-well and short-term contracts to attempt to limit the downside impact of a decline in the market while still participating in the benefit of increasing dayrates in an improving market |
However, we can provide no assurance that we will be able to achieve or maintain such a balance from time to time |
Our inability to fully benefit from increasing dayrates in an improving market, due to the long-term nature of some of our contracts, may adversely affect our profitability |
The majority of our contracts for our drilling units are fixed dayrate contracts, and increases in our operating costs could adversely affect our profitability on those contracts |
The majority of our contracts with our customers for our drilling units provide for the payment of a fixed dayrate per rig operating day |
However, many of our operating costs, such as labor costs, are unpredictable and fluctuate based on events beyond our control |
The gross margin that we realize on these fixed dayrate contracts will fluctuate based on variations in our operating costs over the terms of the contracts |
We may be unable to recover increased or unforeseen costs from our customers, which could adversely affect our financial position, results of operations and cash flows |
Our drilling contracts may be terminated due to events beyond our control |
Our customers may terminate some of our term drilling contracts if the drilling unit is destroyed or lost or if drilling operations are suspended for a specified period of time as a result of a breakdown of major equipment or, in some cases, due to other events beyond the control of either party |
In addition, some of our drilling contracts permit the customer to terminate the contract after specified notice periods by tendering contractually specified termination amounts |
These termination payments may not fully compensate us for the loss of a contract |
In addition, the early termination of a contract may result in a rig being idle for an extended period of time, which could adversely affect our financial position, results of operations and cash flows |
10 _________________________________________________________________ [55]Table of Contents During depressed market conditions, our customers may also seek renegotiation of firm drilling contracts to reduce their obligations |
The renegotiation of our drilling contracts could adversely affect our financial position, results of operations and cash flows |
Rig conversions, upgrades or newbuilds may be subject to delays and cost overruns |
From time to time we may undertake to add new capacity through conversions or upgrades to rigs or through new construction |
We have entered into agreements to upgrade two of our semisubmersible drilling units to ultra-deepwater capability at an estimated aggregate cost of approximately dlra550 million with expected delivery dates in mid-2007 and the fourth quarter of 2008 |
We also have entered into agreements to construct two new jack-up drilling units with expected delivery dates in the first quarter of 2008 at an aggregate cost of approximately dlra300 million |
These projects and other projects of this type are subject to risks of delay or cost overruns inherent in any large construction project resulting from numerous factors, including the following: • shortages of equipment, materials or skilled labor; • work stoppages; • unscheduled delays in the delivery of ordered materials and equipment; • unanticipated cost increases; • weather interferences; • difficulties in obtaining necessary permits or in meeting permit conditions; • design and engineering problems; • shipyard failures; and • failure or delay of third party service providers and labor disputes |
Failure to complete a rig upgrade or new construction on time, or failure to complete a rig conversion or new construction in accordance with its design specifications may, in some circumstances, result in the delay, renegotiation or cancellation of a drilling contract |
Our business involves numerous operating hazards, and we are not fully insured against all of them |
Our operations are subject to the usual hazards inherent in drilling for oil and gas offshore, such as blowouts, reservoir damage, loss of production, loss of well control, punchthroughs, craterings and natural disasters such as hurricanes or fires |
The occurrence of these events could result in the suspension of drilling operations, damage to or destruction of the equipment involved and injury or death to rig personnel, damage to producing or potentially productive oil and gas formations and environmental damage |
Operations also may be suspended because of machinery breakdowns, abnormal drilling conditions, failure of subcontractors to perform or supply goods or services or personnel shortages |
In addition, offshore drilling operators are subject to perils peculiar to marine operations, including capsizing, grounding, collision and loss or damage from severe weather |
Damage to the environment could also result from our operations, particularly through oil spillage or extensive uncontrolled fires |
We may also be subject to damage claims by oil and gas companies |
Although we maintain insurance, pollution and environmental risks generally are not fully insurable, and we do not typically retain loss-of-hire insurance policies to cover our rigs |
Our insurance policies and contractual rights to indemnity may not adequately cover our losses, or may have exclusions of coverage for some losses |
We do not have insurance coverage or rights to indemnity for all risks, including, among other things, war risk |
If a significant accident or other event occurs and is not fully covered by insurance or contractual indemnity, it could adversely affect our financial position, results of operations or cash flows |
In addition, there can be no assurance that we will continue to carry the insurance we currently maintain or that those parties with contractual obligations to indemnify us will necessarily be financially able to indemnify us against all these risks |
As a result of underwriting losses suffered by the insurance industry over the past few years and damages caused by two recent hurricanes in the GOM, we could be faced with the prospect of significantly higher insurance premiums, as well as significantly increasing our deductibles to offset or mitigate premium increases |
Our retention of liability for property damage is currently between dlra1dtta0 million and dlra2dtta5 million per incident, depending on the value of the equipment, with an additional aggregate annual deductible of dlra4dtta5 million |
No assurance can be made that we will be able to maintain adequate insurance in the future at rates we consider to be reasonable or that we will 11 _________________________________________________________________ [56]Table of Contents be able to obtain insurance against some risks |
A significant portion of our operations are conducted outside the United States and involve additional risks not associated with domestic operations |
We operate in various regions throughout the world which may expose us to political and other uncertainties, including risks of: • terrorist acts, war and civil disturbances; • expropriation of property or equipment; • foreign and domestic monetary policy; • the inability to repatriate income or capital; • regulatory or financial requirements to comply with foreign bureaucratic actions; and • changing taxation policies |
In addition, international contract drilling operations are subject to various laws and regulations in countries in which we operate, including laws and regulations relating to: • the equipping and operation of drilling units; • repatriation of foreign earnings; • oil and gas exploration and development; • taxation of offshore earnings and earnings of expatriate personnel; and • use and compensation of local employees and suppliers by foreign contractors |
No prediction can be made as to what governmental regulations may be enacted in the future that could adversely affect the international drilling industry |
The actions of foreign governments, including initiatives by OPEC, may adversely affect our ability to compete |
Our drilling contracts in the Mexican GOM expose us to greater risks than we normally assume |
In 2003, we entered into contracts to operate four of our intermediate semisubmersible rigs offshore Mexico for PEMEX, the national oil company of Mexico |
The terms of these contracts expose us to greater risks than we normally assume, such as exposure to greater environmental liability |
While we believe that the financial terms of these contracts and our operating safeguards in place mitigate these risks, we can provide no assurance that the increased risk exposure will not have a negative impact on our future operations or financial results |
Fluctuations in exchange rates and nonconvertibility of currencies could result in losses to us |
Due to our international operations, we may experience currency exchange losses where revenues are received and expenses are paid in nonconvertible currencies or where we do not hedge an exposure to a foreign currency |
We may also incur losses as a result of an inability to collect revenues because of a shortage of convertible currency available to the country of operation, controls over currency exchange or controls over the repatriation of income or capital |
We are subject to litigation that could have an adverse effect on us |
We are, from time to time, involved in various litigation matters |
These matters may include, among other things, contract disputes, personal injury claims, environmental claims or proceedings, asbestos and other toxic tort claims, employment and tax matters and other litigation that arises in the ordinary course of our business |
Although we intend to defend these matters vigorously, we cannot predict with certainty the outcome or effect of any claim or other litigation matter, and there can be no assurance as to the ultimate outcome of any litigation |
Litigation may have an adverse effect on us because of potential adverse outcomes, defense costs, the diversion of our management’s resources and other factors |
12 _________________________________________________________________ [57]Table of Contents Failure to obtain and retain highly skilled personnel could hurt our operations |
We require highly skilled personnel to operate and provide technical services and support for our business |
To the extent that demand for drilling services and the size of the worldwide industry fleet increase, shortages of qualified personnel could arise, creating upward pressure on wages and difficulty in staffing and servicing our rigs, which could adversely affect our results of operations |
Governmental laws and regulations may add to our costs or limit our drilling activity |
Our operations are affected from time to time in varying degrees by governmental laws and regulations |
The drilling industry is dependent on demand for services from the oil and gas exploration industry and, accordingly, is affected by changing tax and other laws relating to the energy business generally |
We may be required to make significant capital expenditures to comply with governmental laws and regulations |
It is also possible that these laws and regulations may in the future add significantly to our operating costs or may significantly limit drilling activity |
Compliance with or breach of environmental laws can be costly and could limit our operations |
In the United States, regulations controlling the discharge of materials into the environment, requiring removal and cleanup of materials that may harm the environment or otherwise relating to the protection of the environment apply to some of our operations |
For example, we, as an operator of mobile offshore drilling units in navigable United States waters and some offshore areas, may be liable for damages and costs incurred in connection with oil spills related to those operations |
Laws and regulations protecting the environment have become more stringent in recent years, and may in some cases impose “strict liability,” rendering a person liable for environmental damage without regard to negligence or fault on the part of that person |
These laws and regulations may expose us to liability for the conduct of or conditions caused by others or for acts that were in compliance with all applicable laws at the time they were performed |
The United States Oil Pollution Act of 1990, or OPA ’90, and similar legislation enacted in Texas, Louisiana and other coastal states, addresses oil spill prevention and control and significantly expands liability exposure across all segments of the oil and gas industry |
OPA ’90 and such similar legislation and related regulations impose a variety of obligations on us related to the prevention of oil spills and liability for damages resulting from such spills |
OPA ‘90 imposes strict and, with limited exceptions, joint and several liability upon each responsible party for oil removal costs and a variety of public and private damages |
The application of these requirements or the adoption of new requirements could have a material adverse effect on our financial position, results of operations or cash flows |
We are controlled by a single stockholder, which could result in potential conflicts of interest |
Loews Corporation, which we refer to as Loews, beneficially owns approximately 54dtta3prca of our outstanding shares of common stock and is in a position to control actions that require the consent of stockholders, including the election of directors, amendment of our Restated Certificate of Incorporation and any merger or sale of substantially all of our assets |
In addition, three officers of Loews serve on our Board of Directors |
One of those, James S Tisch, the Chief Executive Officer and Chairman of the Board of our company, is also the Chief Executive Officer and a director of Loews |
We have also entered into a services agreement and a registration rights agreement with Loews and we may in the future enter into other agreements with Loews |
Loews and its subsidiaries and we are generally engaged in businesses sufficiently different from each other as to make conflicts as to possible corporate opportunities unlikely |
However, it is possible that Loews may in some circumstances be in direct or indirect competition with us, including competition with respect to certain business strategies and transactions that we may propose to undertake |
In addition, potential conflicts of interest exist or could arise in the future for our directors that are also officers of Loews with respect to a number of areas relating to the past and ongoing relationships of Loews and us, including tax and insurance matters, financial commitments and sales of common stock pursuant to registration rights or otherwise |
Although the affected directors may abstain from voting on matters in which our interests and those of Loews are in conflict so as to avoid potential violations of their fiduciary duties to stockholders, the presence of potential or actual conflicts could affect the process or outcome of Board deliberations |
We cannot assure you that these conflicts of interest will not materially adversely affect us |