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Executives

Gregory Panagos – VP, IR and Communications

Steven Newman – CEO

Ricardo Rosa – SVP and CFO

Ihab Toma – SVP, Marketing and Planning

Terry Bonno – VP, Marketing

Analysts

David Smith – Johnson Rice

Mike Urban – Deutsche Bank

Roger Read – Natixis Bleichroeder

Angie Sedita – UBS

Geoff Kieburtz – Weeden

Kurt Hallead – RBC

Rob MacKenzie – FBR Capital Markets

Tom Curran – Wells Fargo

Matt Conlan – MKM Partners

Robin Shoemaker – Citi

Lukas Daul – SEB

Transocean Ltd. (RIG) Q4 2009 Earnings Call Transcript February 24, 2010 10:00 AM ET

Operator

Good day, everyone. And welcome to the fourth quarter 2009 results conference call for Transocean Limited. Today's conference is being recorded.

At this time for opening remarks and introductions, I would like to turn the conference over to Mr. Gregory Panagos, Vice President of Investor Relations and Communications. Please go ahead, sir.

Gregory Panagos

Thank you. Good morning. And welcome to Transocean's fourth quarter 2009 earnings conference call. A copy of the fourth quarter press release covering our financial results along with supporting statements and schedules is posted on the company's website at deepwater.com.

We've also posted a file containing five charts that will be discussed during this morning's call. That file can be found on the company's website by selecting Investor Relations, Quarterly Toolkit and then PowerPoint Charts.

The charts included cover average contracted dayrate by rig type, out of service rig months, operating and maintenance cost trends, contract backlog by client rating and free cash flow backlog and debt maturities.

The quarterly toolkit also has six additional financial tables for your convenience. Those cover revenue efficiency, deferred costs, deferred revenue, other revenue, operating and maintenance costs by rig type and contract intangible revenue.

Joining me on this morning's call are Steven Newman, our Chief Executive Officer; Ricardo Rosa, Senior Vice President and Chief Financial Officer; Ihab Toma, Senior Vice President, Marketing and Planning; and Terry Bonno, Vice President of Marketing.

Before I turn the call over to Steven, I’d like to point out that during the course of this conference call participants may make certain forward-looking statements regarding various matters related to our business and company that are not historical facts, including future financial performance, operating results and the prospects for the contract drilling business.

As you know, it is inherently difficult to make projections or other forward-looking statements in a cyclical industry, since the risks, assumptions and uncertainties involved in these forward-looking statements include the level of crude oil and natural gas prices, rig demand and operational and other risks which are described in the company's most recent Form 10-K and other filings with the United States Securities and Exchange Commission. Should one or more of these risks and uncertainties materialize or underlying assumptions prove incorrect, actual results may vary materially from those indicated.

Also note that we may use various numerical measures on the call today that are not considered, excuse me that are considered non-GAAP financial measures under Regulation G. As I indicated earlier, you will find the required supplemental financial disclosure for these measures, including the most directly comparable GAAP measure and an associated reconciliation, on our website at www.deepwater.com under Investor Relations, Quarterly Toolkit and Non-GAAP Financial Measures and Reconciliations.

Finally, in order to give more people an opportunity to ask questions, please limit your questions to one initial question and one follow-up.

Thank you. That concludes the preliminary details. And I’ll now turn the call over to Steven.

Steven Newman

Thank you, Greg. Good morning, everyone and thank you for joining us this morning. As many of you know, Bob Long has announced his intention to retire as CEO and as a member of our Board of Directors on February 28th after nearly 35 years of service to our company. I would like to take this opportunity to thank Bob for everything he has done for Transocean and wish him the best in his retirement.

Our fourth quarter earnings came in at $2.24 per share or $2.21 per share after adjusting for the gain on the sale of a Middle East joint venture, favorable settlement of litigation matters and some discrete tax and non-US customs-related items. Ricardo will comment in detail on the results in a few minutes, including an explanation of why we believe we missed expectations.

In keeping with Bob's prior practice, I’ll give you a few comments on the market and then talk about our recent announcement regarding returning cash to shareholders and listing on the SIX Swiss Exchange.

As we ended 2009 and began 2010, we saw some signs that the jackup market was strengthening with the level of inquiries and tendering on the increase. While tenders and inquiries are causes for optimism, we did have three more jackups go idle since our last call bringing the total of our idle jackups to 28.

We are in the process of reactivating one of those rigs and we hope to conclude contracts in the next few weeks, which will allow us to bring a couple more back to work.

While we believe that demand has stabilized in this market and may even increase as we get further into the year, there are still a large number of uncontracted newbuilds scheduled to enter the market over the next several months.

Turning to the Midwater, the number of stacked Transocean rigs remains steady at SIX, as we completed the U.K. government mandated sale of the Arctic II, stacked in the North Sea and commenced stacking the Aleutian Key in West Africa.

We have seen a few short extensions and some one-well contracts and we are hopeful that the pace of activity in the Midwater market will continue to improve.

The Deepwater market, particularly in the 5,000-foot water depth range, continues to be challenging. But we believe we are well placed in this market. We have been anticipating the stacking of the Sedco 709 and idle time on the Transocean Rather for a while now and both of those rigs are currently idle.

Turning to the Ultra-Deepwater market, today there are opportunities in the Gulf of Mexico, West Africa and Brazil. And a number of operators are expressing interest in the limited capacity we have available in 2011. Of particular note is the Petrobras tender for Brazilian built newbuilds and Ihab will give you some perspective on that in a few minutes.

Now, I’d like to turn to our recent announcement regarding the dividend, share repurchases and listing on the SIX Swiss Exchange. Since the November 2007 merger with GlobalSantaFe, we have talked regularly about achieving a cushion of $5 billion of free cash flow backlog in excess of the face value of our debt. While we are not quite at that level, the $5 billion was always a general rule of thumb and not a specific requirement.

At the time we established that objective the company had over $17 billion in debt. Since that time, we have allocated our cash flow to funding our newbuild program and reducing our debt. Today our current and newbuild program is nearing an end and we have limited additional opportunities to prepay debt at a discount.

In addition, the pace of debt reduction will slow as we accumulate cash to retire the remaining $1.3 billion of our Series A convertible debt, which we expect to be put back to the company at the end of this year.

While we will continue to look for attractive opportunities to reinvest in our business, we will generate more cash than we can reasonably expect to redeploy internally. And therefore it is now fitting to focus on efficiently returning cash to our shareholders.

With this in mind and the financial visibility and free cash flow our backlog provides, we believe that a regular dividend is an appropriate component of our plans to return cash to our shareholders.

In recommending a $1 billion dividend, we have targeted a level we believe is sustainable for the foreseeable future under a variety of scenarios. I think it is important to note that the board views the dividend as ongoing or recurring. We do not view it as a special one-time event. As such, we expect to ask our shareholders to renew the dividend approval at our Annual General Meeting each year.

I’d like to point out that we refer to the dividend as a distribution in certain of our regulatory filings to clarify that the payment is a reduction of par value under Swiss law. Since we will periodically generate more cash than this level of dividend will consume, we also believe that executing on our stock repurchase program over time will add value and flexibility.

As with our stock repurchase programs in the past, we will not be commenting publicly on when or if we are in the market. We will, however, comply with the SIX Swiss Exchange regulations, which will apply once we complete our listing on the SIX that require us to report weekly on our website the results of our repurchase activities.

We also announced our intention to list our shares on the SIX in the second quarter of 2010. Our listing is subject to approval by the SIX Swiss Exchange, while we are a Swiss company and a listing on the SIX is therefore appropriate.

I want to emphasize that Transocean will continue to be registered in the U.S. and our shares will continue to be listed and trade on the New York Stock Exchange, both the NYSE and SIX will be primary listings for Transocean.

Once we are approved for trading on the SIX we expect to be included in a number of indices of Swiss and European shares, which should broaden our investor base and help increase demand for our shares among European investors.

I think we should now turn to the numbers and let Ricardo take you through some of the details. After that, Ihab will talk a bit more about what is going on in the market. Ricardo?

Ricardo Rosa

Thanks, Steven. And good morning, everyone. In the fourth quarter of 2009, we generated net income of $723 million or $2.24 per diluted share. This compares to net income of $710 million or $2.19 per diluted share in the third quarter of 2009.

Fourth quarter net income was favorably impacted by certain items highlighted in our press release totaling on a net basis $10 million or $0.03 per share. After adjusting for these items, fourth quarter net income was $713 million or $2.21 per share.

We believe we came in below consensus because revenues were lower than the Street expected. We believe the main drivers for the revenue variance related to unplanned downtime from operational events, the timing of rigs being stacked on completion of contract and estimated out of service times for rigs in shipyard.

For the quarter and the year, our reported operating and maintenance expense, general and administrative expense, depreciation expense, interest expense and annual effective tax rate were within guidance.

Compared to the third quarter of 2009, contract drilling revenues for the fourth quarter were down $56 million. Two factors totaling about $220 million reduced revenue during the fourth quarter.

First, incremental idle time from stacked rigs relative to the third quarter unfavorably impacted revenue by $192 million. Second, lower efficiency and exceptional downtime, including storm damage to the Trident 17 when moving onto location, reduced revenue by another $27 million.

Our fleet's revenue efficiency was 93.5% in the fourth quarter, compared to the 95% experienced in the third quarter and 94% for the full-year 2009. These reductions were partially offset by two positive factors totaling $161 million.

Firstly, we had a $105 million increase in revenue from newbuild rigs commencing or continuing operations in the quarter. Second, we had a $56 million increase in activity due to the mix of rigs out of service, compared to the third quarter.

Contract drilling revenues for the full-year 2010 are expected to benefit from the start of higher dayrate contracts for floaters as shown on chart 1. We will also benefit from the planned commenced in operations for four additional Ultra-Deepwater newbuilds. The full year's activity of five newbuilds and the upgraded Sedco 706, which all commenced operations during 2009.

However, these expected increases in contract drilling revenue in 2010 are expected to be more than offset by the full-year effect of rigs stacked during 2009 and a decrease in rates on some jackups and Midwater Floaters as they commence new contracts.

Estimated net out of service days from shipyard to mobilizations are expected to decline in 2010, compared to 2009, as shown in the updates to chart 2.

As highlighted in our fleet status report, the relative mix of out of service time in 2010 will be more heavily weighted toward our High-Specification Floaters, mainly due to the timing of the 10-year special periodic survey required by several units.

We expect that out of service time relating to stacked rigs will increase in 2010 largely because certain jackups and Midwater Floaters, which were stacked during the course of 2009 maybe stacked for longer periods in 2010.

Contract intangible revenues are expected to decline 98 million – to $98 million in 2010 from $281 million in 2009 and to decline further to $45 million in 2011. The detail by quarter for all future years of our expected contract drilling intangible revenues is available on our website. The anticipated decline in non-cash contract intangible revenues has no impact on our future cash flow.

We expect our other revenues to be between $660 million and $685 million in 2010 with approximately $460 million related to non-drilling operations, about $140 million related to recharge revenues and approximately $70 million related to integrated services, compared to the $668 million in 2009.

While other revenues are not expected to change significantly from 2009, anticipated decreases in integrated services and recharge revenues, offset by increases in activity in our non-drilling operations will change the composition in 2010. Due to the low margin nature of these activities, we expect any changes in non-contract drilling revenues to be largely offset by a comparable change in related costs.

Operating and maintenance expenses in the fourth quarter were $1.296 billion versus $1.396 billion in the third quarter as shown on chart 3. The quarter-to-quarter decrease in operating and maintenance costs of $100 million was primarily attributable to third quarter charges of $137 million for various litigation matters, a $24 million net favorable impact in the fourth quarter from the final settlement of litigation and a $43 million reduction in operating costs related to stacked rigs.

These reductions from the third quarter were partially offset by cost increases of $48 million in respect of the storm damage suffered by the Trident 17, combined with thruster related maintenance costs affecting two dynamically positioned units. And cost increases of $22 million related to shipyard extensions and $26 million in operating expenses related to newbuild rigs.

We currently expect our 2010 operating and maintenance expenses to be between $5 billion and $5.4 billion roughly flat with 2009. And including about $640 million of expected costs related to our low margin other revenue items.

Operating and maintenance expense levels will be significantly impacted by the increased operating time of our newbuild rigs and higher maintenance expenses resulting from the increased number of shipyard days expected to be incurred by our High-Specification Floaters.

However, the outlook for our expense levels in 2010 remains uncertain, as they can be significantly affected by actual levels of activity, the number of rigs actually stacked, the costs to reactivate rigs, exchange rates and the level of inflation.

General and administrative expenses were $46 million in the fourth quarter, compared to $54 million in the prior quarter. The decline was primarily due to one-time year end adjustments in personnel costs.

We expect general and administrative expenses for 2010 to be between $230 million and $240 million, up about 10% from the $209 million in 2009, primarily due to one-time costs related to the implementation of a financial management system upgrade.

Depreciation expense was $382 million in the fourth quarter, compared to $367 million in the third quarter. The increase is primarily due to the impact of our newbuild rigs beginning operations in third and fourth quarters.

We currently expect depreciation expense to increase from $1.464 billion in 2009 to $1.650 billion in 2010 with the increase over 2009 primarily related to the full year effect of newbuilds and the upgraded Sedco 706 that began operations in 2009 and the expected commencement of operations of four additional newbuilds in 2010.

Capital expenditures in the fourth quarter of 2009 were $857 million versus $540 million in the third quarter with the increase primarily due to the timing of shipyard payments for newbuilds. Full year 2009 capital expenditures totaled $3.8 billion, including $716 million of non-cash expenditures for the capital lease on the Petrobras 10000.

With our current newbuild program nearly complete, we expect capital expenditures for the full year 2010 to drop significantly to about $1.3 billion, including capitalized interest. This comprises $850 million for newbuilds and $450 million primarily related to upgrades and sustaining capital expenditures.

Capital expenditures for 2010 may vary depending on the nature and cost of contract upgrades requested by customers, the timing of shipyards and reactivation of rigs in 2010 that include capital upgrades, as well as, the impact of additional newbuilds or other capital projects.

Interest expense net of amounts capitalized and interest income was $116 million in the fourth quarter. We expect our full year 2010 interest expense net of amounts capitalized and interest income to be about $540 million, an increase of $61 million over 2009. This is net of an estimated $90 million in expected capitalized interest, which will be $92 million lower than in 2009. This estimate assumes repayment of debt at maturity, no additional newbuilds commitments and short-term interest rates remaining at current levels.

For the fourth quarter and full year 2009, our annual effective tax rates were 17.4% and 16%, respectively. We expect our annual effective tax rate for the full year 2010 to be between 16% and 18%. This estimate is based on our assumptions of reduced net income from stacking rigs which were previously expected to operate in relatively low tax jurisdictions, which slightly alters the weighting of our revenue stream toward higher tax jurisdictions.

We continue to generate significant cash flow, supported by our $30.4 billion revenue backlog as shown on chart four. The free cash flow backlog of $15.6 billion compared to $12.1 billion of debt at face value.

As you can see on chart five, the expected timing of the free cash flow backlog effectively matches our debt maturities. Our revenue and free cash flow backlog have declined since the last call, primarily due to a reduced level of contract signings. Gross debt levels have continued to fall as we have used our free cash flow to pre-pay outstanding debt, leaving us with approximately $3.5 billion excess of free cash flow backlog over the face value of our remaining debt.

As Steven has indicated, the excess of free cash flow backlog over gross debt is below our target of $5 billion, but should be viewed in conjunction with projected higher average cash balances as we build cash in the course of 2010 to retire debt at maturity. I will now hand over to Ihab to provide some comments on the market.

Ihab Toma

Thanks, Ricardo and good morning to everyone. I'll move straight to the various markets and will began with a discussion on the ultra-deepwater market. Our ultra-deepwater fleet utilization is 100% for 2010 and 86% for 2011, with four rigs coming available next year.

We're confident in our ability to extend these units and are in advanced discussions with several customers. Also, the recent tendering activity in Brazil, U.S. Gulf of Mexico, Angola and Australia for ultra-deepwater rigs could result in seven to nine contracts, potentially reducing a significant percentage of the available rigs worldwide fleet for 2010 and early 2011. This is in addition to near-term interest from other customers in Nigeria for additional rigs, which include the Total Egina two-rig tender, the Chevron DSSA tender and the prequalification against the Sedco Energy.

We also expect incremental ultra-deepwater future demand as a result of the continuing drilling success in Angola, Ghana, Sierra Leone, U.S. Gulf of Mexico and Brazil. Other emerging ultra-deepwater markets such as Israel, Mexico, Indonesia and the Black Sea will further add to the growing baskets of opportunities for the long term. We are always focused on growth opportunities and the right investments to enhance or create value for our shareholders and customers.

We have previously discussed our plans to create an Arctic and a Voyager design and have now finalized these designs and are in discussions with interested customers. We see these two opportunities as a customer-focused effort to provide cost-efficient and innovative solutions for the ultra-deepwater, a technically demanding frontier environment.

Additionally, we are evaluating the ongoing tender for the Petrobras newbuilds in Brazil, which we view as an important growth opportunity with our valued customer. This tender has now been extended by two weeks, though we anticipate a further extension to accommodate the extremely complex process of preparing a suitable response.

Turning to the deepwater market, despite the fact that we have two rigs idle due to the lack of tendering in the second half of 2009 for 5,000 peak units and an additional five rigs available in 2010, we are beginning to see some interest from multiple market areas for mid to late 2010 opportunities and we believe that we are well positioned to capitalize on them. Additionally, in the harsh environment market in Eastern Canada, the outlook remains strong for continuing operations for the Henry Goodrich and the Grand Banks as we are in advanced discussion on extending one unit while participating in an active tender on the other unit.

Moving onto the Midwater Floater market, we are seeing some increase in tendering and constructing activity, led by a pickup in the U.K. sector of the North Sea. As Steven indicated, we still have six Midwater units idle.

While we're seeing interest from customers in several areas outside of the North Sea, with one exception we are not optimistic that we will be reactivating any of the six stacked units in the near term. Moving to the jackup market, we have experienced a significant increase in tendering and contracting activity in January and the first few weeks in February as compared with the last quarter of 2009.

With the commodity price stability over the last three quarters, we are beginning to see demand move in the right direction. Dayrate pricing stability continues in the international markets and in some reports, the picture for premium rigs, the pricing has slightly improved. We expect a number of contracts to be awarded from Saudi Aramco's open tender for four rig requirements, ONGC's open tender for seven units and finally, the Exxon Mobil four-rig tender in Nigeria.

Additionally, PEMEX will need incremental rigs to curb the significant decline in production and the pent-up demand in Nigeria could certainly help to stabilize the West Africa market. We are optimistic about our chances of extending existing rigs and returning a few rigs to work against several of the outstanding tenders in West Africa, Egypt and India.

We recently returned the Galaxy II to work and are encouraged by follow-on work discussions with customers. As always, we remain cautious about the influx of 16 uncontracted jackup newbuilds entering the market in 2010. That concludes my discussion on the market, so I turn it back to you, Steven.

Steven Newman

Thank you. With that, we're happy to open it up for questions.

Question-and-Answer Session

Operator

(Operator instructions) And we'll go first to David Smith with Johnson Rice.

David Smith – Johnson Rice

Hi, good morning.

Steven Newman

Good morning, David.

David Smith – Johnson Rice

It seems that Transocean has really been alone in taking capacity out of the jackup market and we're seeing competitors starting to put warm stacked rigs back to work. You mentioned activity may be picking up a little bit since February. Is it possible that – just want to get your thoughts on maybe how your thinking has changed on the strategic opportunity to maybe turn a big portion of the jackup fleet back to the public market?

Steven Newman

David, our approach to the jackup market hasn't really changed. We continue to scout out for and search for opportunities to keep the rigs that are working, continuing to work as they roll off their contracts and for rigs that are currently idle, we look for opportunities that would justify the reactivation of those units. So we are working hard to maintain our competitiveness in that market.

David Smith – Johnson Rice

Appreciate that. I guess, my follow-up question is on – if you were to – if you could see or if you entertained the thought of doing a public offering of a large segment of your jackup market, could you talk about the tax efficiencies you could achieve as a sale if you were to look to get the proceeds back to Transocean?

Steven Newman

Well, that really speaks to the question of our perspective, our strategic perspective on the jackup market and as I said at the outset, that hasn't really changed. Every time we are asked about our presence in the market, we talk about all of the strategic benefits that accrue to the company as a result of our participation in the jackup business. We get size, we get scale, we get critical mass, we get market presence, we get customer relationships, we get a platform for training and developing our people and we like that – we like all of those benefits. And we want to continue to take advantage of all those benefits.

None of that dictates that we operate 65 jackups and so what you have seen over the past and what you will see going forward in the future is we will take advantage of opportunities to divest of non-strategic assets and we do that on the jackup side and we do it on the floater side and that won't change. But as I said, we like all of the benefits that come as a result of our participation in the jackup business.

David Smith – Johnson Rice

Much appreciated. Thank you.

Operator

We'll move next to Mike Urban of Deutsche Bank.

Mike Urban – Deutsche Bank

Thanks, good morning. As you think about reactivating some of those stacked jackup rigs, what are some of the criteria that you are looking for? Presumably you don't want to bring a rig back just to have to stack it again. Are you looking for a certain level of backlog developing in the market? Is there a certain rate, a certain return? Just wanted a sense for your criteria in looking to reactivate those rigs.

Steven Newman

It is really a case-by-case basis, Mike. We look at the particular asset that we are contemplating bidding and the economic reactivation required. So does it need a major maintenance program? Does it need a shipyard program? Or is it in relatively good condition when it went into stack such that we can bring it out on relatively short notice?

So we want to make sure that whatever opportunity we contemplate reactivating that rig for presents an economically compelling opportunity for us to bring it back into the marketplace. And that's a combination of rate and term. And as part of that conversation, we obviously want to look at what follow-on opportunities are out there to keep the unit busy following its initial reactivation contract.

Mike Urban – Deutsche Bank

Okay. Great. As a follow-up, kind of sticking with the more strategic element of your presence in the jackup market, you clearly see some benefits from being in that market in a meaningful way. You do kind of mimic the industry, just given your size, which means that you do have an older fleet. It sounds like some of those rigs are divestiture candidates.

But given that you do want to have a presence there, how do you think about potentially recapitalizing that part of the fleet that you want to be in? Is that waiting for some of these newbuilds to come in and see how they trade, perhaps, on the secondary market? Or if sales become available at some point you think about at least at some level doing a renewal program, building rigs and then retiring some others? Just some thoughts on the fleet and how to keep that competitive.

Steven Newman

Yeah. I think in respect of building new rigs, Mike, we're going to maintain our financial discipline and resist contracting for a newbuild construction program, unless we have drilling contracts that will justify that. And it's difficult to secure those in a jackup market because of the competitive nature of that market and the ready availability that our customers have in terms of available units out there.

So embarking on a newbuild program without drilling contracts is not something we will contemplate. We are always looking for opportunities to high-grade our fleet. So whether that is a combination of a sale transaction that would divest us of some of our non-core assets, coupled with a purchase transaction that would add some attractive assets to our fleet, or individual sales transactions and individual purchase transactions – we're always looking for opportunities to do that.

Mike Urban – Deutsche Bank

Okay. That's all for me. Thank you.

Operator

And the next is from Roger Read, Natixis Bleichroeder.

Roger Read – Natixis Bleichroeder

Yeah. Good morning or afternoon, as the case may be. I guess as you are looking at the issue of a dividend, potential share repurchases, obviously not as robust ultra-deepwater market. At this point should we consider that, other than the Arctic rig – new builds are generally not going to occur here at either the jackup or the ultra-deepwater level?

And the second part of that, what do you – how are you looking at asset acquisitions at any level at this point? As you juggle the free cash flow kind of argument.

Steven Newman

Yeah. In terms of newbuild opportunities, Roger, I think Ihab touched on both the Arctic and the Voyager. And those are designs we've developed. The Arctic design has been under development for over two years now. The Voyager is a little bit more of a recent effort. But both of those were in response to what we perceived to be potential needs in the marketplace. And we have been able to progress those to the point where we are having conversations with customers.

How quickly they will materialize into actual drilling contracts I think just remains to be seen. I don't think I'm very optimistic at all about a newbuild jackup opportunity for the reasons I just mentioned a few minutes ago.

In terms of how we think about that in the context of our free cash flow, as I said in my opening comments, we looked at the $1 billion dividend and the stock repurchase program under a variety of scenarios including some assumptions about possibilities around newbuild opportunities. And we believe that the $1 billion dividend is sustainable under those scenarios.

Roger Read – Natixis Bleichroeder

Okay. So, room to do what you need to do but nothing like the newbuild program we've seen.

My last question. As you talked about at the beginning the number of ultra-deepwater rigs that are going to hit their 10-year SPS during 2010, can you give us an idea of how many rigs that is likely is? Even if you can't tell us when that is going to occur.

Steven Newman

Yeah. Ricardo has got that number.

Ricardo Rosa

Yes. Roger, we're looking at six rigs in the course of 2010 and we are looking at approximately 20 rig months of out of service time, which is up significantly from 2009. All the rigs in question are identified in our fleet status report as having shipyard time associated with them.

Roger Read – Natixis Bleichroeder

Okay. Thank you.

Operator

We will go next to Angie Sedita at UBS.

Angie Sedita – UBS

Great. Good morning. Good afternoon. First, Steven, congratulations, now that it's official.

Steven Newman

Thank you very much for that, Angie.

Angie Sedita – UBS

You're welcome. And then of course, we do wish Bob the very best. He achieved quite a great deal in his tenure from when he became CEO to what the company is today but congratulations, Steven, certainly.

Ihab had mentioned on Brazil, Gulf of Mexico, Angola and Australia, seven to nine new contracts. I wanted to get a little bit of color there that could be coming near-term, as far as the timing and rate deck. We saw Seadrill sign a little bit of a surprising rate that was a little bit lower than expected. So thoughts on the spot market for Deepwater? Is it softened slightly? Or was that a one-off and rates are generally where they have been all along?

Steven Newman

Ihab?

Ihab Toma

Thank you, Angie. We believe the Ultra-Deepwater market remains strong as evidenced by those open tenders that we just discussed earlier. We see that those tenders will absorb a number, as I mentioned, seven to nine, which will practically absorb all the 2010 availability and a significant percentage of the early 2011.

And this is not counting Nigeria and the requirements that may arise from the discoveries made around the world in 2009. Some of those, especially the ones in emerging markets, may result in accelerated appraisal and even development programs like we've seen in Ghana and Israel.

You asked that – the fact that some of the late 2011 deliveries may be delayed into 2012, hence reducing their effective availability in 2011. Given all this, you can see why we still strongly believe in the fundamentals of the Ultra-Deepwater market. And finally we are – most importantly, we are really confident in our ability to extend the limited number of units we have available in 2011.

On the point you made on the fixtures in West Africa. We don't really believe that one fixture should or can set the market. Each fixture had its own – each contractor, they have their economic hurdle. They have their own technical expertise, their own engineering bench strength. And each fixture or each requirement will have its time window and technical requirements that tally with certain availability in the marketplace. So really every contract, every tender, every negotiation needs to be looked at on a case-by-case basis.

Angie Sedita – UBS

Thank you. That's very helpful. That's exactly the color I was looking to hear and hoping to hear.

And then just as a follow-up, you also mentioned commentary on Petrobras and, quote a suitable response. Is Transocean and others willing to bid on the tender as it currently stands? And can you just give us a little color there on the Petrobras tender?

Steven Newman

I think what I would say about that – Angie, is that any time a customer comes out and indicates a need for up to 28 additional rigs; it behooves the contractor to pay attention. And that's exactly what we have done and what we're in the process of doing. And beyond that, I am a little reluctant to comment because it's going to be a very competitive situation.

Angie Sedita – UBS

No. Understandable. Thanks, guys.

Operator

We'll go next to Geoff Kieburtz at Weeden.

Geoff Kieburtz – Weeden

Thanks very much. I wanted to come back to the distinction you seem to be making between the tenor of the Deepwater market versus the Midwater market. Maybe I'm a little bit confused. But my sense was that you are seeing a little bit of improving strength in the Midwater market based on inquiries. But I believe you characterize the Deepwater Market as being challenging. That seems to be a little bit, I don't know, contradictory. But maybe you could elaborate a little bit.

Steven Newman

Ihab?

Ihab Toma

Yeah. I mean the Midwater market is seeing increased activity, led by the U.K. And as I mentioned some other areas are starting to see some good activity or chatter if you like. These are resulting in a healthy increase in utilization and revenue streams. But it will require a lot more tightening in the supply/demand before we will see building or backlog.

So the current fundamentals commodity price would probably continue to support the level of utilization and price, dayrate in the Midwater market. But the question of building a backlog is going to probably take a few quarters before we see it happening again. The Deepwater market is going to be challenging. But despite that, really we are quite confident in our ability to extend and put into contract our five rigs coming or finishing contract in 2010.

Gregory Panagos

Geoff, this is Greg. Just to be clear, I want to make sure that you understand that we are drawing a distinction between Deepwater and Ultra-Deepwater.

Geoff Kieburtz – Weeden

No. I got that. I just – I guess and I know we are starting to slice the market ever more finely here. But it just – I guess what I'm trying to understand is, what are the factors that could cause the Midwater market tenor to improve while the Deepwater market either is static or eroding here. I mean when you talk about challenging in Deepwater, maybe I can get to the point here. Are you saying that you think that Deepwater rates are going to be coming down?

Steven Newman

I think the distinction we are trying to draw, Geoff, is that the Midwater market is primarily driven by what happens in the U.K. sector of the North Sea.

Geoff Kieburtz – Weeden

Okay.

Steven Newman

But some drivers are elsewhere in the world. The U.K. sector of the North Sea is unique in that it's well understood geologically with a tremendous amount of infrastructure such that known prospects can be brought to market and commercialized relatively easily. And that differs from the rest of the Deepwater market where there isn't so much infrastructure. Where it requires a little bit more lead time to mature a prospect and there isn't – there just hasn't been, at least in the latter part of 2009 and early here in 2010. The level of tendering and opportunities that would indicate that near-term recovery in the Deepwater market that we are seeing in the Midwater market.

Geoff Kieburtz – Weeden

Okay. Would it be fair for me to infer then that these Deepwater rigs are because of regulatory or safety case issues not necessarily able to compete in the U.K. North Sea market?

Steven Newman

Well, getting a rig that is not currently into the U.K. sector of the North Sea back into the U.K. sector of the North Sea does require some regulatory approvals. And there are rigs in the Transocean fleet that would be relatively straightforward to do that with. And there are some that we would prefer to keep on the international market.

Geoff Kieburtz – Weeden

Got you. Thank you very much.

Operator

We'll go net to Kurt Hallead with RBC.

Kurt Hallead – RBC

Hey, great. On the dividend, you expressed it quite clearly that the board and so on views this as a regular dividend. And you expressed as well that you think it's sustainable for quite some time. Maybe you can give us some general framework as to what conditions that you think that dividend could potentially be at risk. And on the flipside, what conditions you think that would provide you enough conviction maybe to bump that dividend over time?

Steven Newman

I will tell you, Kurt, one of the scenarios we presented to our board in terms of the recommendation for the dividend and the sustainability of the dividend was matching the dividend against the existing portfolio of long-term contracts that the company already has. And that set of long-term contracts will sustain the dividend through their tenure. And so a scenario where we would be contemplating reduction or elimination of the dividend is extremely far in the future. What might cause us to think about increasing the dividend is continued recovery and a significant build of the company backlog and cash flow generation prospects.

One of the reasons, we put the stock repurchase program into play as well is to account for near-term flexibility. Because we recognize that we are going to generate at times more cash than that $1 billion a year dividend will consume. And we wanted to have that flexibility in the near-term.

Kurt Hallead – RBC

Okay. Great. Then my follow-up, come back to you to some of the market commentary. I was wondering if you might be able to provide us some color on what you think the leading edge dayrate ranges are for the Ultra-Deepwater, Deepwater and Midwater fleets as you see it at this point.

Steven Newman

I will tell you, Kurt, because there are active tenders and bids being submitted everyday. I'm reluctant to give you leading edge dayrates because that's a pretty clear indication of what we would be thinking about bidding.

Kurt Hallead – RBC

How about a wide band?

Steven Newman

I will leave it at my previous response.

Kurt Hallead – RBC

All right. I can only try. All right. Thanks.

Operator

We'll go next to Rob MacKenzie with FBR Capital Markets.

Rob MacKenzie – FBR Capital Markets

Good afternoon, guys. I had a follow-up on the Brazilian tender question, hopefully that you can help us with. And that's – what is your view, if you will of the Brazilian shipbuilding industry today? And given kind of the apparent lack of expertise and lack of track record there? How do you think that affects the timing and/or price of how these newbuilds will play out?

Steven Newman

Well, if you go back 20 years or so Brazil was one of the world's leaders in ship construction. And so they are trying clearly, on the part of the Brazilians, they are trying to reactivate and rebuild that. Now the existing ship construction industry in Brazil is for all intents and purposes, in contemplation of the kind of ship we would be looking to build is almost nonexistent. And so they are having to, in most cases recreate that from scratch. And you can see nice analogies of that elsewhere in the world where they have attempted to build shipbuilding construction from scratch and it's a complex endeavor.

That of course introduces significant risks, when you think about entering into an opportunity to build a drillship in Brazil. And so identifying a scenario that has the appropriate amount of expertise and capability that can meet Petrobras's expectations, as articulated in the tender is going to be a very, very difficult exercise.

Rob MacKenzie – FBR Capital Markets

Okay. I guess my follow would be on timing. Given kind of your expertise with building up shipbuilding industries that can effectively build the kind of rigs you are looking at. How long do you think that would be to get the capabilities there? And implicit in that question I guess is, what kind of delays might we expect relative to what the tender documents are seeking?

Steven Newman

Rob, I think that is just too difficult a question to answer meaningfully, because there are a range of scenarios at play in Brazil depending on the particular consortia involved and their level of support from third-party partners that might bring expertise. And the various stages of maturity of the shipyard proposals themselves. I just think it's difficult to be too crisp on what that might mean in terms of timing.

Rob MacKenzie – FBR Capital Markets

Okay. Thanks.

Operator

We'll go next to Tom Curran with Wells Fargo.

Tom Curran – Wells Fargo

Good morning, guys.

Steven Newman

Good morning, Tom.

Tom Curran – Wells Fargo

Question, in terms of the where utilization came in below what you would have expected based on scheduled downtime, were there any issues remotely similar to those that occurred in the second quarter of 2009. Where we had both technical problems related to BOPs as well as what was categorized as some human error problems?

Steven Newman

Yeah. On the Ultra-Deepwater fleet, Tom, where we were particularly focused in the fourth quarter and that differs from where we were in the second quarter of last year, which was on the conventional Deepwater fleet. In the Ultra-Deepwater fleet, we only had one BOP issue and one human error issue. We had a couple of startup issues and we had some equipment failures. But the issues in the fourth quarter were largely dissimilar from what we saw in the second quarter of last year.

Tom Curran – Wells Fargo

So would it be fair to say then that both the nature and the number of those issues in Q4 was more in line with what you would consider normal, whereas second quarter 2009 was clearly abnormal?

Steven Newman

Yeah. I wouldn't characterize the fourth quarter of 2009, I wouldn't characterize the performance on the Ultra-Deepwater fleet as normal because it was below the historical revenue efficiency for that class. So I don't want to lead you to conclude that's something we ought to expect going forward. But we have identified the issue, the equipment failure issues. We have addressed the BOP control issue and the human error issue is something we continue to focus on through our training and competency programs.

Tom Curran – Wells Fargo

Okay. And then an unrelated follow-up. With regards to the guidance range for operating expenses, I think I heard correctly but please confirm that, that is total operating and maintenance costs. And then also at the low end, at 5 billion, how many stacked Midwater rigs and jackups does that include? And then at the high-end, 5.4 billion, what are the stacked counts?

Ricardo Rosa

Tom. That's a very comprehensive question. I can confirm that the 5 billion to 5.4 billion range that I quoted covers total operating and maintenance expense. I guess I can say that the low end we are looking at levels of stacking that are similar, perhaps slightly incremental, to the ones that we have seen in the latter half of 2009. The upper end will contain certain assumptions regarding potential reactivations. But it's difficult to be specific at this point in time and at this early stage in the year.

Tom Curran – Wells Fargo Securities

Would the expenses associated with reactivation, what would be the mix expected between the costs that are expensed and those that are capitalized?

Ricardo Rosa

That's also a difficult question to answer Tom. At this stage, it varies. It's depending on the rig. It depends on the rig category. What I can say is that each rig has its own reactivation cost profile that we have analyzed in depth and will be a function of market opportunities, the proximity of the rig to the market and the economics of the reactivation and the contract underlying it.

Tom Curran – Wells Fargo Securities

Okay. Thanks, everyone. That's all I had.

Operator

We'll go next to Matt Conlan with MKM Partners.

Matt Conlan – MKM Partners

Hi, guys. I had a follow-on question on the costs. It seemed that in the fourth quarter your in-service daily operating costs increased by about 11% for the floaters and 9% for the jackups from the third quarter. Is there anything unusual in that inflation? Any currency issues in that inflation? Should we expect higher or lower per-day operating costs in the first quarter?

Steven Newman

Ricardo?

Ricardo Rosa

Matt. In the fourth quarter when you look – we referred specifically to the floater cost levels, in that case, we obviously had the introduction of the newbuild rig and their operation and they are more expensive to operate given their complexity than the bulk of the existing Deepwater fleet. At the jackup level, the variability is often affected by or the cost trends are often affected by the timing of maintenance projects in particular. You can have an equipment overhaul in a month that can result in a significant expense. So I wouldn't consider that upward trend that has occurred in the fourth quarter in respect of jackups to be necessarily systematic of what happens going forward in 2010.

Matt Conlan – MKM Partners

Okay. Would those comments on the jackups also apply to the Midwater which were also up 11%?

Ricardo Rosa

The Midwater Floaters? Yes. By and large, that is the case.

Matt Conlan – MKM Partners

Okay. Thank you very much.

Operator

We'll move next to Robin Shoemaker with Citi.

Robin Shoemaker – Citi

Yes. Good morning. Steven. Wanted to ask you if in the seven to nine Ultra-Deepwater tenders that you referred to earlier, in terms of – the terms of those tenders, do you believe that Ultra-Deepwater rigs that are being built by companies that have no operating history but will have Ultra-Deepwater rigs delivered in that time frame, would they qualify for these opportunities you are seeing? In other words, I am trying to just get a sense of where you think those rigs may – what may be the ultimate role for those rigs.

Steven Newman

Yeah. Robin, I think that those rigs that are coming to market, even if they are operated by folks who have no operating history and no operating infrastructure, are going to find circumstances under which they can qualify.

Robin Shoemaker – Citi

Okay. So you are – you do effectively include them in your competitors for each of these tenders?

Steven Newman

Certainly. They are part of the marketed fleet.

Robin Shoemaker – Citi

Right. Okay. If I could switch gears a little bit and ask about – you identified the jackup market in Mexico as a potentially opening up. So far we've seen Pemex extending the contracts on rigs already in the market but no new tenders. Do you feel like this tender is coming? And do you have something broadly in the region? The closest I can think of is Trinidad where you could competitively bid a rig that is not in the market today.

Steven Newman

I am going to let Terry comment on that one.

Terry Bonno

Hi. Robin. We're anticipating that the Pemex tender should be out here shortly. Early returns, I guess, what the market is saying is that it's probably going to be the incumbent bids that are up first. So it looks like it may be three to four of the incumbents. There is also a concern that it may be rigs that are 2000 vintage and newer. So things may be changing a little bit there.

As far as our rig that we do have stacked in Trinidad, the Monitor, we had bid that previously into Pemex. And with the specifications that they had required at that particular time, we actually won the tender but were disqualified. But we will look at these Pemex opportunities certainly with interest. It's a market that we believe is going to also come with some incremental demand in the future. But right now we believe it's just going to be the four that are first up.

Robin Shoemaker – Citi

Okay. Thank you.

Gregory Panagos

Operator. This will have to be our last question for the call.

Operator

Al right. Our last question comes from Lukas Daul with SEB.

Lukas Daul – SEB

Good afternoon. I was just wondering on the West Gemini fixture from Seadrill when you look at 2010. Do you think that we will see a fixture which is above that level? And what kind of a discount do you think you have to give on a cold rig?

Steven Newman

Lukas. As Ihab mentioned in his earlier response to a very similar question about that fixture in West Africa, each fixture is unique in terms of the characteristics that the Operator goes into the contracting opportunity with and the contractor. So if you are asking me if it's possible we will see a fixture higher than that in the market going forward, I think the answer is absolutely; it's possible.

Lukas Daul – SEB

Okay. Then on the distressed asset side, do you see potential distressed assets coming to the market as we approach the deliveries of some speculative newbuilds? Or has that window of opportunity closed?

Steven Newman

I don't think it's closed at all. We saw a couple of distressed assets change hands during the fourth quarter of last year. Though I wouldn't characterize it from Transocean's perspective as a significant discount, in the context of what we would be looking for under a distress scenario. We were hopeful and we remain vigilant to identify opportunities like that and we will remain poised and ready to take advantage of them if they materialize.

Lukas Daul – SEB

Okay. Thank you.

Gregory Panagos

Okay. Everybody thank you for listening in on today's call. If you have any further questions, please don't hesitate to call Amy Roddy or myself. We will be in all day. Thank you.

Operator

That does conclude today's conference. Again, thank you for your participation.

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Source: Transocean Ltd. Q4 2009 Earnings Call Transcript
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