425 Filing
May 16, 2007
Calyon
Energy Conference
Filed by Hercules Offshore, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: TODCO
Commission File No.: 1-31983


1
Forward-looking Statements
This presentation will contain "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended.  These statements, which include any statement that does not relate strictly to historical
facts, use terms such as “anticipate,”
“assume,”
“believe,”
“estimate,”
“expect,”
“forecast,”
“intend,”
“plan,”
“position,”
“predict,”
“project,”
or “strategy”
or the negative connotation or other variations of
such terms or other similar terminology.  In particular, statements, express or implied, regarding
future results of operations or ability to generate revenues, income or cash flow or to make
acquisitions are forward-looking statements.  These forward-looking statements are based on
management’s current plans, expectations, estimates, assumptions and beliefs concerning future
events impacting Hercules Offshore, Inc. (“Hercules”) and therefore involve a number of risks and
uncertainties, many of which are beyond management’s control. These risks and uncertainties are
further described in Hercules’
annual report on Form 10-K and its most recent periodic reports and
other documents filed with the Securities and Exchange Commission which are available free of
charge
at
the
SEC’s
website
at
www.sec.gov
or
the
company’s
website
at
www.herculesoffshore.com.
The
forward-looking
statements
involve
risks
and
uncertainties
that
affect
Hercules’
operations
and
financial
performance.
All
forward-looking
statements
attributable
to
Hercules’
representatives
are
expressly
qualified
in
their
entirety
by
this
cautionary
statement.


2
$9.2
$10.8
$13.9
$24.0
$29.1
$33.7
$42.9
$47.3
$46.8
$24.9
$26.3
$28.2
$24.0
$27.0
$42.6
$54.3
$67.4
$63.7
1Q 05
2Q 05
3Q 05
4Q 05
1Q 06
2Q 06
3Q 06
4Q 06
1Q07
Liftboats
Drilling
$4.2
$4.6
$5.8
$11.7
$16.8
$20.7
$26.7
$24.5
21.7
$12.5
$12.6
$13.8
$11.3
$14.1
$26.8
$33.7
$44.0
40.2
1Q 05
2Q 05
3Q 05
4Q 05
1Q 06
2Q 06
3Q 06
4Q 06
1Q07
Liftboats
Drilling
Hercules Offshore Overview
Note:  See Explanatory Information slide.  Division Adjusted EBITDA does not include corporate G&A and other income/expenses.
Quarterly Revenue
Quarterly Adjusted EBITDA
($ in millions)
($ in millions)
Unique business mix within the oil services industry
Tremendous growth since inception in mid 2004
Experienced management team
Proven track record of strong return on capital and equity


3
37%
37%
36%
28%
27%
24%
23%
19%
13%
0%
5%
10%
15%
20%
25%
30%
35%
40%
45%
THE
DO
HERO
ESV
NE
GSF
RIG
RDC
PDE
Industry Leading Returns On Equity
Note: ROE = (Last Twelve Month Net Income) / (Average Shareholders Equity)
Competitor ratios based on reported financials.
Hercules
continues
to
provide
attractive
returns
in
upper
end
of
peer
group
3/31/07 Last 12 Months Return on Equity


4
Pending TODCO Acquisition Highlights
Consideration to TODCO shareholders
Average per share:
0.979 Hercules shares
$16.00 in cash
Cash or stock election feature (subject to proration)
Acquisition funded with existing cash on hand and a
senior secured term loan facility
Closing expected mid-2007
Subject to:
HSR approval
Hercules and TODCO shareholder votes
Post-transaction Board of Directors to include seven
Hercules and three TODCO nominees


5
A Gulf of Mexico Leader. . . With Global Reach
A New Leader in Jackup Drilling
A Leader in Liftboats
A Leader in Barge Drilling


6
Creates Shareholder Value in Near and Long-term
Accretive to earnings and cash flow per share
Opportunity to enhance future returns with lower cost of capital
Potential for multiple expansion due to size and growth prospects
1Q’07 pro forma trailing 12 month revenue of $1.4 billion and EBITDA of
$630 million
Revenue
(1)
($mm)
EBITDA
(1)
($mm)
(1)
PF HERO represents Hercules plus TODCO financials per SEC filings; no accounting adjustments have been made.
$399
$1,369
0
500
1,000
1,500
HERO
PF HERO
$223
$630
0
250
500
750
HERO
PF HERO


7
Pro Forma Capital Structure as of 3/31/07
Total Debt/Total Capitalization
Total
Debt
as
a
Multiple
of
LTM
EBITDA
(1)
(1)  For comparison purposes, EBITDA = Revenue –
Operating Expenses –
SG&A
Competitor ratios based on 1Q07 reported earnings.
1.7x
1.6x
1.4x
0.9x
0.6x
0.5x
0.4x
1.6x
0.0x
0.4x
0.8x
1.2x
1.6x
2.0x
RIG
PF
HERO
PDE
SPN
RDC
NE
GSF
DO
Acquisition-related debt allows Hercules to optimize its capital structure
Enhanced credit quality due to increased scale and scope
Term loan provides flexibility for rapid de-leveraging with significant
expected free cash flow
Successful track record of de-leveraging following acquisitions
48%
34%
34%
33%
21%
19%
18%
12%
0%
20%
40%
60%
SPN
PF
HERO
RIG
PDE
RDC
NE
DO
GSF


8
Summary of Strategic Rationale
Enhances position in Gulf of Mexico and increases
operational flexibility
Provides asset and geographic diversity
Expands international footprint for future growth
Creates larger, more diverse jackup fleet
Timely combination in a fragmented jackup market
Combines leaders in barge drilling and liftboats
Potential to realize meaningful synergies
Economies of scale
Procurement of materials, insurance, employee benefits
Operational synergies and redundant public company
expenses


9
Provides Asset Diversity
1Q 2007 Revenue Segmentation Analysis
Pre-Transaction
$110 MM
Post-Transaction
$352 MM
GOM Contract
Drilling
38%
Domestic
Liftboats
30%
International
Contract Drilling
19%
International
Liftboats
13%
Domestic
Liftboats
9%
Inland Barge
Drilling
18%
International
Contract
Drilling
20%
International
Liftboats
4%
GOM Contract
Drilling
43%
Delta Towing
6%


10
1Q 2007 Geographic Revenue Analysis
Provides Geographic Diversity
Pre-Transaction
$110 MM
Post-Transaction
$352 MM
We expect international contribution to represent a greater portion of our
revenues in the future
Middle East
6%
US GOM
68%
India
13%
West Africa
13%
US GOM, 58%
Inland US, 18%
Latin America,
13%
West Africa, 5%
India, 4%
Middle East, 2%


11
A Global Footprint with Significant Expansion Potential
Mexico
Jackup Rigs
2
Platform Rig 
1
West Africa
Jackup Rig
1
Liftboats
17
Middle East
Jackup Rig  1
Malaysia
(1)
Jackup Rig   1
U.S. Gulf Coast
Inland Barges
27
Land Rigs (TX)
2
Trinidad
Jackup Rig
1
Land Rig 
1
(1)
Pro forma for TODCO’s
announced THE 208 relocation.
(2)
Includes Hercules Rig 26, marketing internationally.
Brazil
Jackup Rig  1
Venezuela
Land Rigs 6
U.S. Gulf of Mexico
Jackup Rigs
25
Submersible       3
Liftboats
47
India
Jackup Rig  1
Global Summary
Liftboats
64
Jackup Rigs
33
Inland Barges
27
Land Rigs
9
Submersible
3
Platform Rigs
1
(2)


12
24
18
14
11
9
9
8
6
3
3
0
5
10
15
20
25
PF
HERO
THE
ESV
PDE
DO
NBR
RDC
HERO
Blake
GSF
Fourth Largest Global Jackup Fleet
Current Global Jackup Landscape
Current Gulf of Mexico Jackup Landscape
(1)
Source:    ODS-Petrodata
(1)
Excludes
rigs
that
have
announced
mobilization
out
of
the
GOM,
including
Hercules
Rig
26
and
Pride
Mississippi
44
43
40
33
27
25
24
20
16
13
11
10
9
0
5
10
15
20
25
30
35
40
45
ESV
GSF
NE
PF
HERO
PDE
RIG
THE
RDC
NBR
DO
COSL
Nat'l
Drilling
HERO


13
A
Leading Player in US Gulf Coast Inland Barge Rigs
Note:  GOM drilling barges only, excludes workover rigs
Source:
Company estimates based on public information.
27
14
4
3
2
2
0
5
10
15
20
25
30
PF HERO
PKD
Axxis
NBR
Tetra
Coastal


14
A Leading Provider of Liftboat Services
Current Gulf of Mexico Liftboat Landscape
Current West Africa Liftboat Landscape
Source:
Company estimates based on public information.
(1)
Denotes cold-stacked or abandoned vessels.
47
27
15
6
6
4
3
3
2
1
0
10
20
30
40
50
HERO
SPN
Aries
Montco
OL
Laredo
AMC
OMC
Seahorse
CS Liftboats
17
3
2
1
1
0
5
10
15
20
HERO
Zumax
(1)
Zukus
(1)
NV De Brandt
Shoreline


15
August
2005
Acquired
the Whale
Shark
liftboat from
CS Liftboats
June
2005
Acquired Rig 16
from Transocean
and 17 liftboats
from Superior
Energy
October
2004
Acquired 22
liftboats from
Global Industries
August
2004
Acquired five
jackup rigs from
Parker Drilling
Successful integration of 12 asset acquisitions since formation
Integrated several large fleets, operations and employees
Opportunistic acquisition strategy
Focus on return on capital employed
Successful Acquisition Track Record
February
2006
Acquired Rig 26
from Aries
Offshore
Partners Ltd.
November
2005
Acquired seven
liftboats from
Danos & Curole
September
2005
Acquired Rig 31
from Hydrocarbon
Capital II LLC
June
2006
Acquired six
liftboats from
Laborde Marine
Lifts
November
2006
Acquired eight
liftboats and
assumed rights to
operate five
additional liftboats
from Halliburton
January
2005
Acquired Rig 25
from Parker Drilling
and Rig 30
from
Porterhouse
Offshore, L.P.
March
2007
Entered into a
definitive merger
agreement to
acquire TODCO


16
TODCO Transaction Consistent With Hercules’
Strategy
Grow the Company
Merger expedites growth initiative
Utilize critical mass and financial strength to enhance future growth
Quickly integrate and deploy newly acquired assets
Identify and implement operational best practices
Past successes of effectively integrating acquisitions
Maintain Financial Discipline
Pro forma debt level of 1.6x LTM EBITDA is within industry range
Use significant expected free cash to de-lever
Diversify asset base and geographic footprint
Leverage combined operational and management depth to continue and
accelerate international expansion


Business Outlook


18
Current GOM Jackup Backlog
US Gulf of Mexico Shows Signs of Stabilizing
Current GOM demand for 64 jackups against marketed supply of 73 jackups,
leaving 9 rigs hot-stacked
GOM dayrates
have been steady for past few months
GOM Jackup Supply and Demand
Source: ODS-Petrodata, Jefferies & Company, company estimates
Backlog
Dayrate
Jackup
Avail.
Supply
0
20
40
60
80
100
120
140
160
$0
$20
$40
$60
$80
$100
$120
Contracted
Stacked Ready
Dayrate
Contracted
Dayrate
53% reduction
in supply
0
50
100
150
200
250
300
$-
$25
$50
$75
$100
$125


19
International Jackup Demand Remains Strong
International Jackup Supply and Demand
International jackup utilization is still effectively at 100% and backlog is near
record highs
Source: ODS-Petrodata,
Jefferies
&
Company.
West
Africa
dayrates
are
used
to
approximate
average
market
rates
for
worldwide
jackup
rigs.
Current Worldwide Jackup Backlog
Backlog
Dayrate
Jackup
Avail.
Supply
0
20
40
60
80
100
120
140
160
180
$0
$20
$40
$60
$80
$100
$120
$140
$160
$180
$200
Contracted
Stacked Ready
Dayrate
Contracted
Dayrat
0
50
100
150
200
250
300
350
400
450
500
$-
$25
$50
$75
$100
$125
$150
$175
$200
Backlog
Dayrate


20
Latest Contracted Dayrates
Marketed
Rigs
Working
Rigs
Avg
High
–Conventional
<2000hp
1
1
32,000
$  
32,000
$  
–Conventional
2000hp
2
2
35,000
35,000
–Conventional
3000hp
3
2
38,500
42,000
–Posted
2000hp
3
1
68,000
68,000
–Posted
3000hp
8
8
47,500
58,000
17
14
44,786
$  
51,286
$  
Inland Barge Update
Largest operator in US Gulf Coast
74 total barges of which 22 are workover only
Of 52 drilling barges, TODCO owns 27, Parker owns 14 (79% of supply)
TODCO holds excess supply with 17 operating and 10 cold stacked
Average Backlog 122 days
(1)
TODCO fleet as of April 30, 2007 and Hercules estimates
(1)


21
Hercules’
Liftboat Fleet
Starfish
Class 140’
Liftboat
Swordfish
Class 200’
Liftboat
(1)
Within the liftboat industry, the terms leg-length and liftboat class are used interchangeably.
Note:
Utilization is defined as the total number of operating days in the period as a percentage of the total number of calendar days in the period our
liftboats were actively marketed.  Dayrates include reimbursements from customers under relevant contracts.
69%
Leg -
Length /
Liftboat
Class
(1)
Number of
Mar-06
Mar-07
Y-o-Y
Q1 2007
(Feet)
Vessels
Dayrate
Dayrate
% Change
Utilization
Gulf of Mexico
260'
1
$29,638
$33,514
13%
91%
230'
3
$23,579
28,269
20%
37%
190-215'
6
18,736
22,179
18%
83%
170'
2
NA
19,627
NA
18%
140-150'
6
8,583
10,293
20%
82%
120-130'
14
7,321
8,702
19%
62%
105'
15
5,669
7,136
26%
63%
Domestic Total
47
$10,040
$12,748
27%
65%
West Africa
All Vessels
17
$9,934
$11,485
16%
79%


22
Investment Highlights
Successful
History of
Growth
Leading Market
Positions
Diversification
by Assets,
Geography, and
Customers
Experienced
Management
Team
Favorable
Industry
Fundamentals
Industry Leading
Returns


23
Explanatory Information
Adjusted
EBITDA
is
calculated
as
net
income
before
interest
expense,
taxes,
depreciation
and
amortization,
gain
on
disposal
of
assets
and
loss
on
early
retirement
of
debt.
Adjusted
EBITDA
is
included
in
this
presentation
because
our
management
considers
it
an
important
supplemental
measure
of
our
performance
and
believes
that
it
is
frequently
used
by
securities
analysts,
investors
and
other
interested
parties
in
the
evaluation
of
companies
in
our
industry,
some
of
which
present
EBITDA
and
Adjusted
EBITDA
when
reporting
their
results.
We
regularly
evaluate
our
performance
as
compared
to
other
companies
in
our
industry
that
have
different
financing
and
capital
structures
and/or
tax
rates
by
using
Adjusted
EBITDA.
In
addition,
we
utilize
Adjusted
EBITDA
in
evaluating
acquisition
targets.
Management
also
believes
that
Adjusted
EBITDA
is
a
useful
tool
for
measuring
our
ability
to
meet
our
future
debt
service,
capital
expenditures
and
working
capital
requirements,
and
Adjusted
EBITDA
is
commonly
used
by
us
and
our
investors
to
measure
our
ability
to
service
indebtedness.
Adjusted
EBITDA
is
not
a
substitute
for
the
GAAP
measures
of
earnings
or
of
cash
flow
and
is
not
necessarily
a
measure
of
our
ability
to
fund
our
cash
needs.
In
addition,
it
should
be
noted
that
companies
calculate
EBITDA
and
Adjusted
EBITDA
differently
and,
therefore,
Adjusted
EBITDA
as
presented
for
us
may
not
be
comparable
to
EBITDA
and
Adjusted
EBITDA
reported
by
other
companies.
Adjusted
EBITDA
has
material
limitations
as
a
performance
measure
because
it
excludes
interest
expense,
taxes,
depreciation
and
amortization,
gain
on
disposal
of
assets
and
loss
on
early
retirement
of
debt.
The
following
tables
reconcile
Adjusted
EBITDA
with
net
income.
Note: Reconciliations for Drilling and Liftboats do not include corporate adjustments.
EBITDA Reconciliation
($ in millions)
Drilling
Liftboats
1Q 05
2Q 05
Q3 05
4Q 05
1Q 06
2Q 06
3Q 06
4Q 06
1Q 07
1Q 05
2Q 05
Q3 05
4Q 05
1Q 06
2Q 06
3Q 06
4Q 06
1Q 07
Net Income
$9.5
$7.6
$10.5
$0.5
$25.6
$15.6
$19.1
$27.2
$25.7
$2.5
$1.5
$2.5
($1.6)
$7.5
$9.3
$12.6
$12.7
$7.8
Plus: Interest Expense
1.8
1.8
1.9
1.5
1.3
1.4
1.7
2.3
1.4
0.5
0.6
0.9
0.8
0.7
0.8
0.9
1.4
0.8
Plus: Income Tax Expense
6.9
15.1
7.5
10.5
10.0
9.3
8.9
4.4
5.5
7.6
4.7
5.3
Plus: Depreciation and Amortization
1.3
1.3
1.4
1.5
1.7
2.3
3.5
4.0
3.9
1.2
1.5
2.3
3.2
4.3
5.2
5.6
5.7
7.8
Plus: Loss on Early Retirement of Debt
1.8
0.8
0.9
0.5
Less: Gain on Disposal of Assets
29.6
1.1
Adjusted EBITDA
$12.5
$12.6
$13.8
$11.3
$14.1
$26.8
$33.7
$43.5
$40.2
$4.2
$4.6
$5.8
$11.7
$16.8
$20.7
$26.7
$24.5
$21.7


24
Explanatory Information (cont.)
We
have
calculated
pro
forma
EBITDA
combining
Hercules
Offshore
and
TODCO.
EBITDA
is
calculated
as
total
revenues
less
direct
operating
expenses
less
general
&
administrative
expenses
not
including
depreciation
and
amortization.
The
pro
forma
represents
Hercules
plus
TODCO
financials
per
SEC
filings.
No
accounting
adjustments
have
been
made.
The
following
table
calculates
pro
forma
EBITDA.
Pro forma HERO EBITDA Calculation
($ in millions)
1Q 06
2Q 06
3Q 06
4Q 06
1Q 07
LTM
Hercules Revenue
$56
$76
$97
$115
$110
$399
TODCO Revenue
$184
$226
$242
$260
$242
$970
Pro forma Revenue
$240
$302
$340
$375
$352
$1,369
Hercules Operating Expense
$22
$26
$33
$43
$42
$144
TODCO Operating Expense
$107
$141
$129
$133
$115
$518
Less: Pro forma Operating Expenses
$129
$167
$162
$176
$156
$661
Hercules General & Administrative
$7
$7
$7
$9
$9
$32
TODCO General & Administrative
$10
$11
$11
$10
$13
$45
Less: Pro forma G&A Expenses
$16
$17
$18
$20
$22
$77
Hercules EBITDA
$28
$43
$57
$63
$60
$223
TODCO EBITDA
$67
$75
$102
$117
$114
$408
PF HERO EBITDA
$94
$118
$159
$179
$174
$630


25
Explanatory Information (cont.)
Last Twelve Months Return on Equity is calculated as Net Income divided by average Shareholders Equity for the period.  The following table
calculates Last Twelve Months Return on Equity for the period ending March 31, 2007.
($ in millions)
2006 Net Income
119
less: 1Q06 Net Income
31
plus: 1Q07 Net Income
33
3/31/07 LTM Net Income
121
3/31/07 Equity
431
3/31/06 Equity
248
Average Shareholders Equity
340
Return on Equity
36%
Hercules Offshore
3/31/07 Last Twelve Months Return On Equity Calculation


26
Risk Factors
Risks with respect to the combination of Hercules Offshore and TODCO, as well as other recent and
future acquisitions, include the risk that we will not be able to close the transaction, as well as
difficulties in the integration of the operations and personnel of the acquired company,  diversion of
management's attention away from other business concerns, and the assumption of any undisclosed
or other liabilities of the acquired company.  We expect to incur substantial transaction and merger
related costs associated with completing the merger with TODCO, obtaining regulatory approvals,
combining the operations of the two companies and achieving desired synergies. Additional
unanticipated costs may be incurred in the integration of the businesses of Hercules Offshore and
TODCO.  Expected benefits of the merger may not be achieved in the near term, or at all.  Hercules
Offshore will have a significant amount of additional debt as a result of  the merger.  This debt will
require us to use cash flow to repay indebtedness, may have a material adverse effect on our 
financial health, and may limit our future operations and ability to borrow additional funds.  For
additional information regarding the risks associated with the TODCO acquisition, please read the
risk factors section in the joint proxy statement/prospectus included in Hercules registration
statement in Form S-4 (No. 333-142314).


27
Important Information to be Filed
In connection with the TODCO acquisition, Hercules Offshore has filed with the SEC a registration
statement on Form S-4 that contains a joint proxy statement/prospectus. Investors and security holders of
Hercules Offshore and TODCO are urged to read the registration statement and definitive joint proxy
statement/prospectus (if and when it becomes available) and any other relevant documents filed with the
SEC, as well as any amendments or supplements to those documents, because they contain and will
contain important information about Hercules Offshore, TODCO and
the merger. A definitive joint proxy
statement/prospectus will be sent to security holders of Hercules Offshore seeking their approval of the
issuance of shares of common stock in the acquisition. Investors
and security holders may obtain these
documents free of charge at the SEC's website at www.sec.gov.
In addition, the documents filed with the SEC by Hercules Offshore may be obtained free of charge from
our website at www.herculesoffshore.com
or by calling our investor relations department at (713) 979-9300.
The documents filed with the SEC by TODCO may be obtained free of charge from TODCO's
website at
www.theoffshoredrillingcompany.com
or by calling TODCO's
investor relations department at (713) 278-
6000. Investors and security holders are urged to read the joint
proxy statement/prospectus and the other
relevant materials when they become available before making any voting or investment decision with
respect to the proposed merger.
Hercules Offshore, TODCO and their respective directors, and executive officers may be considered
participants in the solicitation of proxies in connection with the proposed transaction. Information about the
participants in the solicitation is set for in the registration statement on Form S-4 and will be set forth in the
joint proxy statement/prospectus when it becomes available.