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) |
Registrants 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 |
Description | |
99.1 | 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 companys web site at www.deepwater.com. |
3 Unique Contract Driller Worlds largest offshore drilling company Diversified revenue sources Substantial contract revenue backlog Positioned to Outperform Worlds 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 RIGs 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 Worlds largest offshore drilling company Diversified revenue sources Substantial contract revenue backlog Positioned to Outperform Worlds 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 RIGs 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. |