Form 8-K

 

 

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 25, 2009 (March 23, 2009)

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 23, 2009, Robert L. Long, 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 Number

  

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 25, 2009

  By   /s/ Chipman Earle
    Chipman Earle
   

Associate General Counsel

and Corporate Secretary


Index to Exhibits

 

Exhibit
Number

  

Description

99.1    Howard Weil Conference Information
Howard Weil Conference Information
Bob Long, Chief Executive Officer
37
th
Annual Howard Weil Energy Conference
March 23, 2009
New Orleans
Exhibit 99.1


2
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, synergies,
market outlook, revenue backlog for the company and other drillers, contract opportunities and commitments,
operational performance,
rig
demand,
rig
capacity,
dayrates,
rig
reactivations,
rig
upgrades,
newbuild
and
acquisition opportunities, uses of excess cash, fleet marketing efforts, rig mobilizations and planned shipyard
programs.  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 most recent
Form 10-K for the year ended December 31, 2008 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.


3
Unique Contract Driller
World’s largest offshore drilling company
Diversified revenue sources
Substantial contract revenue backlog
Positioned to Outperform
World’s largest deepwater fleet
Positive outlook for deepwater market
Key Investment Highlights


4
142 rigs
(1)
presence in every major offshore market
21,600 people
Unmatched operating experience
Outstanding technical resources
Unique resources in well planning and completions
Leading Offshore Drilling Contractor


5
Largest
Worldwide
Rig
Fleet
(1)
39
28
65
10
10
3
42
5
43
7
11
20
14
8
6
27
4
10
1
8
14
0
20
40
60
80
100
120
140
RIG
NE
ESV
DO
PDE
SDRL
High-Spec Floaters
Midwater Floaters
Jackups
Newbuilds
142
60
(2)
51
45
45
33


6
Diversified Revenue Sources
36%
23%
28%
5%
2%
6%
High Spec
Midwater
Jackups
ADTI & CMI
Contract Intangible
Other
42%
31%
27%
Integrated
NOC
Independent
By Asset Class
By Customer
Full Year 2008 -
$12.7 billion


7
9.7
8.9
6.8
4.7
8.6
0.0
2.0
4.0
6.0
8.0
10.0
(US$ Billions)
2009
Remaining
2010
2011
2012
2013-20
Strong Backlog Creates Visibility
Total Contract Revenue Backlog -
$38.7 billion
(3)


8
Contract
Backlog
Supported
by
Investment
Grade
Clients
(4)
61%
33%
6%
A Rated
Other Investment Grade
Non-Investment Grade and Unrated
Total Contract Revenue Backlog = $38.7 Billion
(3)


9
Substantial Financial Flexibility
From
Free
Cash
Flow
Backlog
(5)
0.4
2.7
4.2
4.2
2.5
3.9
2.3
2.8
0.9
2.1
1.5
1.9
2.0
0
1
2
3
4
5
(US$ Billions)
2009
Remaining
2010
2011
2012
2013
2014-2019
2020-2038
Scheduled Debt Maturities
Free Cash Flow Backlog
Total Free Cash Backlog Exceeds Total Debt By $3.8 billion


10
RIG’s
Ultra-Deepwater
Rig
Days
to
Increase
56%
by
2011
(6)
6,570
6,570
1,080
6,570
2,850
6,570
3,650
0
2,000
4,000
6,000
8,000
10,000
12,000
2008
2009
2010
2011
Existing Availability
Newbuild Availability
7,650
9,420
10,220
6,570


11
Positive Long Term Deepwater Outlook
Near Term
Limited availability of deepwater capacity until 2011
Strong recent fixtures
Vantage/Petrobras eight-year contract
Dryships/Petrobras
three-year
contract
Uncertainty in the markets is preventing near term commitments by operators
Decreased urgency to sign forward start contracts
Long Term
Expect stronger deepwater rig demand than previously anticipated
Industry fundamentals will remain strong


12
RIG Has Limited Deepwater Availability
(7)
RIG Deepwater Floater Fleet -
46 Rigs
(8)
Water Depth > 4,500 ft
2009
98%
2%
2010
89%
11%
Committed
Uncommitted
12
2011
68%
32%


13
Global
Deepwater
Availability
Remains
Limited
(9)
0
20
40
60
80
100
120
140
160
180
200
Q1-09
Q2-09
Q3-09
Q4-09
Q1-10
Q2-10
Q3-10
Q4-10
Q1-11
Q2-11
Q3-11
Q4-11
Q1-12
Q2-12
Q3-12
Q4-12
Contracted Rigs
Uncontracted Existing Rigs
Uncontracted Newbuilds


14
Most Deepwater Newbuilds are Contracted
(10)
86
26 Uncontracted
Deepwater Newbuilds
0
2
4
6
8
10
12
Q1-
09
Q2-
09
Q3-
09
Q4-
09
Q1-10
Q2-10
Q3-10
Q4-10
Q1-11
Q2-11
Q3-11
Q4-11
Q1-12
Q2-12
Q3-12
0
15
30
45
60
75
90
105
Contracted Floaters
Uncontracted
Floaters
Floater Running Total


15
Positive Long Term Midwater Outlook
Near Term
Limited availability of midwater capacity in 2009
Declining demand
Expect stability in Norway, West Africa and Brazil
Expect weakness in all other markets
Increasing sublet activity
Slowing tendering pace
Long Term
Expect strong midwater demand in medium to long term
Norway, Brazil, West Africa
Industry fundamentals will remain strong


16
Midwater Utilization Has Recently Declined
(9)
75
80
85
90
95
100
2003
2004
2005
2006
2007
2008
2009


17
Midwater Tendering Pace Is Slowing
(9)
0
1
2
3
4
2003
2004
2005
2006
2007
2008
2009
0
10
20
30
40
50
60
Avg Term
No of Fixtures


18
82
14
12
84
17
10
0
20
40
60
80
100
> 12 months
6-12 months
0-6 months
Jan-08
Jan-09
18
Less than 4,500 ft WD
Available Midwater Rigs
(9)(11)


19
RIG
Has
Limited
Midwater
Availability
1H2009
(1)
Mar-09
Jul-09
Jul-09
Aug-09
Aug-09
Sep-09
Sep-09
Mar-09
May-09
Jul-09
Sep-09
Nov-09
GSF Arctic II
Sedco 712
C. Kirk Rhein Jr.
Sedco 703
Actinia
Sedco 700
GSF Aleutian Key
GSF Arctic III
Transocean John Shaw
19
Rig to be sold
Warm stacked


20
Jackup Outlook
Near Term
Decreasing demand and increasing supply
Rapid market deterioration
Limited opportunities
Low commodity prices
Increasing sublet activity
Approximately 25 percent of newbuilds are contracted
Long Term
Recovery depends on commodity prices


21
Jackup
Utilization
Has
Recently
Declined
(9)
86
88
90
92
94
96
98
100
2003
2004
2005
2006
2007
2008
2009


22
Significant Uncontracted
Jackup Newbuilds
(10)
59
46 Uncontracted
Jackup Newbuilds
0
2
4
6
8
10
12
14
16
18
Q1-
09
Q2-
09
Q3-
09
Q4-
09
Q1-10
Q2-10
Q3-10
Q4-10
Q1-11
Q2-11
Q3-11
0
8
16
24
32
40
48
56
64
72
Contracted Jackups
Uncontracted
Jackups
Jackup
Running Total


23
RIG Has Significant Near Term Jackup Availability
(7)
69%
31%
70%
30%
23
87%
13%
2009
2010
2011
Transocean Jackup Fleet -
65 Rigs
Committed
Uncommitted


24
Key Investment Highlights
Unique Contract Driller
World’s largest offshore drilling company
Diversified revenue sources
Substantial contract revenue backlog
Positioned to Outperform
World’s largest deepwater fleet
Positive outlook for deepwater market


25
Appendix
(1)
Per March
2,
2009
company-issued
Fleet
Update
Summary
and
January
12,
2009
Fleet
Status
Report.
“High-Spec”
and
“Midwater”
Floaters
classifications are as described in RIG’s January 12, 2009 Fleet Status Report.  Rig count is 136, as per the Form 10-K for the year ended
December 31,
2008,
plus
10
newbuilds,
less
four
“other”
rigs
(two
drilling
barges,
a
mobile
production
unit,
and
a
coring
drillship).
Newbuilds
are
inclusive of
rigs
to
be
delivered
subsequent
to
January
1,
2009.
Rig
count
excludes
the
GSF
Arctic
II,
as
it
is
warm
stacked
in
anticipation
of
sale.
(2)
Excludes the submersibles Noble Joe Alford and Noble Lester Pettus.
(3)
Calculated by multiplying the contracted operating dayrate by the firm contract period from February 3, 2009 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 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.  Contract backlog figures are unaudited.
(4)
Credit ratings represent the rating of client parent companies; however, our contracts may or may not be with the parent company. 
(5)
Free Cash
Flow
Backlog
defined
as
Revenue
Backlog,
plus
Firm
Mob
Revenue
for
contracts
not
started,
less
Operating
Expense
and
Overhead,
less
Firm
Mob
costs,
less
Firm
Sustaining
Capital
Expense,
less
all
future
newbuild
Capital
Expense
(including
capital
lease
commitments), and upgrade Capital Expense.  Total Debt as of February 16, 2009.
(6)
Available rig days are calculated at the maximum number of available days for a rig in the given year (for an existing rig, in this example, a
calendar year is comprised of 365 rig days).  Rig days are not adjusted for utilization or downtime and are based on estimated newbuild
construction completion.  Actual rig days may vary.
(7)
Data as of March 2, 2009.  Available rigs are free of firm contract obligations.  Rig count excludes rigs currently offered for sale. Commitment
time includes operating, mobilization / demobilization, and scheduled shipyard time as well as priced options; excludes letters of intent.
(8)
Includes nine newbuild drillships and one newbuild semisubmersible from the date on which construction is expected to be complete.
(9)
Data as per ODS-Petrodata as of March 10, 2009. Analysis by Transocean.  Marketed supply includes stacked, en route, acceptance testing, in
port/yard and waiting on weather rigs.
(10)
Newbuild and
upgrade
delivery
schedule
per
various
public
sources
as
of
March
13,
2009.
Excludes
rigs
which
are
not
competitive
and
are
being built for use by an operator/owner.
(11)
Total Midwater fleet has declined by three rigs from 2008 to 2009, net of water depth upgrades and newbuilds.