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 23, 2010 (March 22, 2010)
TRANSOCEAN LTD.
(Exact name of registrant as specified in its charter)
| Switzerland | 000-53533 | 98-0599916 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| Blandonnet International Business Center Building F, 7th Floor Chemin de Blandonnet 2 Vernier, Switzerland |
CH-1214 | |
| (Address of principal executive offices) | (zip code) |
Registrant’s telephone number, including area code: +41 (22) 930-9000
(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 |
On March 22, 2009, Steven L. Newman, President and Chief Executive Officer of Transocean Ltd. (the “Company”), presented the information furnished in Exhibit 99.1 to this report to participants of the Howard Weil Energy Conference in New Orleans, Louisiana. Exhibit 99.1 is incorporated in this Item 7.01 by reference.
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 Ltd. 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 Ltd. 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 Ltd.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
The following exhibit is furnished pursuant to Item 7.01:
| Exhibit |
Description | |
| 99.1 | Howard Weil Conference Information | |
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 LTD. | ||||||
| Date: March 23, 2010 | By | /S/ MARGARET C. FITZGERALD | ||||
| Margaret C. Fitzgerald | ||||||
| Associate General Counsel | ||||||
Index to Exhibits
| Exhibit |
Description | |
| 99.1 | Howard Weil Conference Information | |
Exhibit 99.1
Your Next Generation Driller
Discoverer Clear Leader
Steven L. Newman, President & CEO
Howard Weil 38th Annual Energy Conference
March 22, 2010
New Orleans, LA
Transocean
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 and contingencies and other factors discussed in the company’s most recent Form 10-K for the year ended December 31, 2009 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. All non-GAAP financial measure reconciliations to the most comparative GAAP measure are displayed in quantitative schedules on the company’s web site at www.deepwater.com.
Transocean
2
Key Investment Highlights
• World’s Largest Offshore Contract Driller
– Largest in all asset classes
– Operate in all markets worldwide
– Significant relationships across the customer spectrum
– Contract revenue backlog equal to 2.5 years
• Positioned to Lead
– Premier position in ultra-deepwater market segment
– Size and technical capabilities create reinvestment opportunities
Transocean
3
Strategy to Lead in Offshore Resource Development
• Maintain the most capable and extensive technical resources
• Leverage unmatched operational expertise
• Recruit, train and retain the best people
• Develop a multinational organization with global reach
• Focus on deepwater, harsh environments and new frontiers
Transocean
4
Largest Offshore Contract Driller
Enterprise Value(1)
(US$ Billions)
40
35
30
25
20
15
10
5 0
RIG
SDRL
DO
NE
PDE
ESV
Fleet Size(2)
160
140
120
100
80
60
40
20
0
RIG
NE
ESV
DO
SDRL
PDE
Transocean
5
Largest Worldwide Rig Fleet(2)
140 120 100 80 60 40 20 0
140
3
25
16
5
26
65
60
(3)
3
4
7
43
50
5
42
47
7 6
20
14
23
(4)
6 9 6
25
4 3 5 6 7
RIG
NE
ESV
DO
SDRL
PDE
Rigs Under Construction
Ultra-Deepwater Floaters
Deepwater Floaters
Harsh Env. Floaters
Midwater Floaters
Jackups
Transocean
| 6 |
|
The Leader in Advanced Technology
(5)
RIG Has Most Dynamic Positioning Experience
Number of DP Rigs
40
35
30
25
20
15
10
5 0
35
10
17
8
13
11
2
11
4
2
5
8
7
1
8
4
4
6
6
6
4
2
6
5
1
6
4
1
1
5
4
1
5
3
1
1
5
5
5
2
3
4
4
4
4
4
4
35
27
2
6
RIG
Seadrill
Pride
ENSCO
Noble
Delba
Ocean
Schahin
Stena
Larsen
Saipem
Vantage
Diamond
COSL
Odjfell
Pacific
Other
Total 350 rig years of DP experience
Total 30 rig years of DP experience
Under Construction & Recently Delivered Active 5th Gen
Older DP Rigs
Transocean
7
Diversified Revenue Source
Full Year 2009 - $11.6 billion
By Asset Class(6)
2%
2%
2%
26%
22%
46%
By Customer
26%
42%
32%
High Spec Jackups
Contract Intangible
Midwater ADTI & CMI
Other
Integrated
NOC
Independent
Transocean
8
Strong Backlog Creates Visibility
Total Contract Revenue Backlog - $30.4 billion (7)
(US$ Billions)
9
8
7
6
5
4
3
2
1
0
8.5
3.8
1.3
0.6
1.8
7.5
4.5
1.1
0.6
0.7
5.3
3.8
0.6
0.3
0.4
4.3
3.3
0.6
0.2
4.8
3.5
0.9
2010
2011
2012
2013
2014-22
Remaining
Ultra-Deepwater Floaters
Deepwater Floaters
Harsh Env. Floaters
Midwater Floaters
Jackups
Transocean
9
Substantial Financial Flexibility From Free Cash Flow Backlog(8)
Total Free Cash Flow Backlog Exceeds Total Debt By $3.5 billion
(US$ Billions)
5
4 3 2 1 0
2.4
0.5
1.9
3.9
3.5
1.0
2.5
4.0
3.3
1.0
2.3
3.1
1.9
1.0
0.9
2.3
2.0
2.3
2.5
2010
2011
2012
2013
2014-2019
2020-2038
Remaining
Forecasted Free Cash Flow Backlog
Estimated Dividend Distribution
Scheduled Debt Maturities (Face Value)
Transocean
10
Expected Newbuild Capex Declines in 2010
(US$ Billions)
4.0
3.0
2.0
1.0
0.0
3.8
0.5
3.3 *
1.3
0.5 0.8**
2009
2010
*5 newbuilds accepted by customer
**2 newbuilds accepted by customer & 3 newbuilds to be delivered
Other Capex
Newbuild Capex
Transocean
11
Jackup Market Continues to be Challenging
• Tendering activity and contracting has increased
• Some long term opportunities available
– Saudi Arabia: 4 rigs for three year terms
– India: 7 rigs for three year terms
– Nigeria: 4 rigs for 2 year terms
• Dayrates are holding well above cash breakeven
• Significant demand will be required in 2010 to:
– Bring additional stacked rigs back online
– Absorb uncontracted newbuilds
Transocean
12
Jackup Availability in 1H2010(2)
GSF Constellation I
GSF Labrador
GSF Baltic
GSF Rig 124
GSF Rig 134
GSF High Island VII
GSF Galveston Key
DR Stewart
GSF Adriatic VIII
GSF Galaxy II
Ron Tappmeyer
Randolph Yost
Trident XII
Transocean Comet
May-10
May-10
Apr-10
Apr-10
Mar-10
Mar-10
Mar-10
Mar-10
Mar-10
Mar-10
Mar-10
Mar-10
Mar-10
Feb-10
Jan-10
Feb-10
Mar-10
Apr-10
May-10
Jun-10
25 STACKED JACKUPS:
GSF Rig 103
GSF Rig 127
GSF Rig 136
GSF Adriatic I
GSF Adriatic II GSF Adriatic V GSF Adriatic VI GSF Adriatic XI GSF Britannia GSF Key Hawaii GSF Galaxy I
GSF Key Gibraltar GSF Magellan GSF Monitor
GSF High Island V
GSF High Island IX GH Galloway Interocean III
Shelf Explorer Transocean Nordic Transocean Mercury
Trident IV
Trident VI Trident VIII Trident 17
2 IDLE RIGS:
JT Angel Trident IX
Transocean
13
Midwater Market Activity Improving
• No influx of newbuilds
• Increase in tendering activity in UK and moderate increase in other markets
–Short term duration
–Dayrates holding steady
• Need continued commodity price stability to improve utilization
• Deepwater moored units may be a near term threat due to lack of tendering for 5,000 ft water depth capable units
Transocean
14
Midwater Availability in 1H2010(2)
Actinia
GSF Rig 135
Sedneth 701
GSF Aleutian Key
Sedco 700
GSF Arctic III
Sedco 703
C. Kirk Rhein Jr.
Sedco 712
Apr-10
1 well option
Apr-10
Jan-10
Stacked
Stacked
Stacked
Stacked
Stacked
Stacked
Jan-10
Feb-10
Mar-10
Apr-10
May-10
Jun-10
Transocean
15
Deepwater Demand Slower to Respond
Near term contracting potential:
• Petrobras in Brazil
–5,000 ft DP vessel inquiry open
–Could contract more than one rig
• Mediterranean
–Short term work in the Red Sea
–Long term work in Libya and Sicily
• Australia
–Multiple discoveries in 4,000 ft water depth
Transocean
16
Deepwater Availability in 2010(2)
Sovereign Explorer
Henry Goodrich
Jack Bates
Discoverer 534
Transocean Richardson
Sedco 709
Transocean Rather
Dec-10
Oct-10
Jul-10
Jul-10
Jun-10
Stacked Idle
Jan-10
Apr-10
Jul-10
Oct-10
Transocean
17
Ultra-Deepwater Remains Strong
• Petrobras in Brazil
–7,900 ft DP requirements
–Contracted one unit
• West Africa has strongest demand for incremental units
–Angola: Awarded one unit; one more to go
–Nigeria: Open tendering for up to 7 units
• Australia
–Open tender with an award expected soon
• Gulf of Mexico
Transocean
18
Positive Ultra-Deepwater Outlook
• Africa
–Liberia & Sierra Leone
• Fall 2009 discovery confirmed existence of active petroleum system
• IOCs have licensed deepwater blocks
–Ghana & Cote d’Ivoire
• World-class discoveries in 2009
• 2010 plans include exploration and appraisal
–Gabon
• Call for bids for first licensing round since 1999
• Most blocks will be in ultra-deepwater and pre-salt basins
–Mozambique
• Gas find offshore Mozambique promising for East Africa
• Mediterranean
–Israel: Recent gas discovery
–Libya: IOCs have licensed ultra-deepwater blocks
Transocean
19
Positive Ultra-Deepwater Outlook (cont.)
• Black Sea
– Offshore Turkey – exploration campaigns to commence early 2010
• Asia
– Indonesia: Campaign about to commence
– China: Substantial opportunity
– Philippines: Recent discoveries
• North America
– Mexico: Significant long term potential
– US Gulf of Mexico: Recent discoveries continue positive trend
• Brazil
– Eleventh licensing round forthcoming
– Open tender for up to 28 newbuilds
– Latest discoveries are in conventional “post-salt”
– Newest discovery in the unlicensed pre-salt drilled on behalf of ANP
Transocean
20
Limited Near Term UDW Availability(2)
Deepwater Nautilus
Sedco Express
Deepwater Frontier
Discoverer Enterprise
Discoverer Deep Seas
Sedco Energy
Dec-11
Nov-11
Aug-11
Mar-11
Feb-11
Dec-10
Jan-10
Apr-10
Jul-10
Oct-10
Jan-11
Apr-11
Jul-11
Oct-11
Transocean
21
Key Investment Highlights
• World’s Largest Offshore Contract Driller
– Largest in all asset classes
– Exposure to all markets worldwide
– Significant relationships across the customer spectrum
– Contract revenue backlog of 2.5 years
• Positioned to Lead
– Premier position in ultra-deepwater market segment
– Size and technical capabilities create reinvestment opportunities
Transocean
22
Your Next Generation Driller
Discoverer Clear Leader
Steven L. Newman, President & CEO
Howard Weil 38th Annual Energy Conference
March 22, 2010
New Orleans, LA
Transocean
23
Footnotes
(1) Per Bloomberg. Enterprise values are calculated using share prices as of market close on March 3, 2010 and financial statement data as of the most recent reporting period-end (quarter or annual, as applicable).
(2) Per Fleet Update Summaries issued March 2, 2010 and February 2, 2010, the Fleet Status Report issued January 7, 2010, and company-issued press releases dated March 8, 2010 and March 11, 2010. Floaters classifications are as described in the Fleet Status Report. “Jackups” includes High-Specification Jackups and Standard Jackups. Rig count is 140, plus 3 newbuilds, less three “other” rigs (two drilling barges and a coring drillship). Rigs Under Construction are inclusive of rigs to be accepted by the customer subsequent to March 11, 2010. “Idle” and “Stacked” rig classifications are as described in the Fleet Status Report.
(3) Excludes submersible rigs.
(4) Excludes tender rigs and West Atlas jackup.
(5) Data from ODS-Petrodata as of January 7, 2010. Analysis by Transocean. Includes newbuilds which are on order or under construction.
(6) “High Spec” includes Ultra-Deepwater Floaters, Deepwater Floaters and Harsh Environment Floaters. “Jackups” includes High-Specification Jackups and Standard Jackups.
(7) Calculated by multiplying the contracted operating dayrate by the firm contract period for 2010 and future periods as of the Fleet Update Summary issued February 2, 2010 and the Fleet Status Report issued January 7, 2010. 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 factors beyond our control. Additionally, not all of our contracted revenue may be realized due to customer liquidity issues or a contract that has been terminated due to contractual termination provisions.
(8) “Free Cash Flow Backlog” is defined as revenue backlog, plus firm mobilization revenue for contracts not started, less the following: operating expenditures, overhead costs (except general and administrative costs), firm mobilization costs, cash income taxes, and firm capital expenditures based on current contract backlog from the company’s Fleet Status Report as of January 7, 2010 and the Fleet Update Summary as of February 2, 2010 . In preparing the scheduled maturities of our debt, presented as of December 31, 2009 for 2010 and future periods, we assumed the noteholders exercise their options to require us to repurchase the 1.625% Series A, 1.50% Series B and 1.50% Series C Convertible Senior Notes in December 2010, 2011 and 2010, respectively.
(9) This presentation is unaudited.
Transocean
24