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2012 Annual Report

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2012 Annual Report Transocean Ltd. • PROXY STATEMENT AND 2012 A NNUAL R E P ORT OCREATE PPORTUNITY Proxy Statement and 2012 Annual Report 3/26/13 5:08 PM CONTENTS Shareholders’ Letter Notice of 2013 Annual General Meeting and Proxy Statement 2012 Annual Report to Shareholders Transocean Ltd. Statutory Financial Statements SIX Corporate Governance Report ABOUT TRANSOCEAN LTD. We are a leading international provider of offshore contract drilling services for oil and gas wells. We own or have partial ownership interests in, and operate a fleet of, 82 mobile offshore drilling units. In addition, we have six newbuild ultra-deepwater drillships and three newbuild high-specification jackups under construction. We specialize in technically demanding sectors of the global offshore drilling business with a particular focus on deepwater and harsh environment drilling services. We believe we operate one of the most versatile mobile offshore fleets in the world. We have approximately 18,400 personnel worldwide. Since launching the offshore industry’s first jackup drilling rig in 1954, we have achieved a long history of “firsts.” These innovations include the first dynamically positioned drillship, the first rig to drill year-round in the North Sea, the first semisubmersible rig for Sub-Arctic, year-round operations and the latest generations of ultra-deepwater drillships and semisubmersibles. In February 2013, the Dhirubhai Deepwater KG1 set a world record for the deepest water depth by an offshore drilling rig, which was previously held by the Dhirubhai Deepwater KG2. Norway 5 2 UK Denmark 1 8 3 1 E. Canada 1 1 Egypt US Gulf of Mexico 1 Saudi Arabia 10 4 1 1 India SE Asia 2 1 2 4 West Africa 2 1 1 1 2 2 3 East Africa 3 4 1 Australia Brazil Namibia 1 1 1 2 1 1 1 3 3 ® Ultra-Deepwater Drillships Ultra-Deepwater Semisubmersibles Harsh Environment Semisubmersibles High Specification Jackups Deepwater Drillships Deepwater Semisubmersibles Midwater Semisubmersibles As of March 14, 2013. ABOUT THE COVER: From drilling the deepest wells to operating in harshest environments, we are committed to delivering value and we will “Create Opportunity” for our shareholders, our customers and our employees. The ultra-deepwater drillship on the front cover is the Discoverer Inspiration currently deployed in the U.S. Gulf of Mexico. On the back cover, our newbuild high-specification jackups Transocean Siam Driller (left) and Transocean Andaman (right) are shown in the shipyard in February 2013. Both jackups have long-term contracts with Chevron for operations offshore Thailand. FORWARD-LOOKING STATEMENTS: Any statements included in this Proxy Statement and 2012 Annual Report that are not historical facts, including, without limitation, statements regarding future market trends and results of operations are forward-looking statements within the meaning of applicable securities law. 32322cov.indd 2 30AUG200710313040 Letter to Our Shareholders Last year we committed to you, our shareholders, to continue to aggressively focus on key areas crucial to Transocean’s success. In particular, we addressed the high levels of shipyard time we incurred as a result of regulatory and customer requirements to recertify our well control and other critical systems; and we put in place infrastructure, processes and procedures to improve the field operating performance of our rigs. In these and other areas, Transocean made extraordinary progress in 2012. The company’s performance improvement initiatives implemented in 2011 have yielded decidedly positive results both in the shipyard and at the well site. We’ve continued to execute our asset strategy, increasing the company’s exposure to high-specification drilling rigs while reducing our position in lower-capability, commoditized assets. And through the exceptional efforts of our marketing team, in 2012 we added $16.8 billion in new contracts and reported the first increase in backlog since 2008. At February 14, 2013, contract backlog was approximately $28.8 billion. With respect to major ongoing litigation, in 2012 the court issued favorable rulings in the Macondo case, upholding the company’s contractual indemnity and clarifying our standing under the Oil Pollution Act (OPA) and the Clean Water Act (CWA). In early 2013, we announced a partial settlement with the United States Department of Justice, representing a major step forward in this highly complex case. We are currently in the early stages of the trial in New Orleans where we will continue to defend ourselves against the remaining claims. While we believe we have strong defenses, the outcome of the litigation may not be known for some time. Similarly, we continue to pursue resolution of outstanding litigation related to the Frade field incident in Brazil and tax claims in Norway, cases in which we also believe we have a strong position and have recently received favorable court decisions. Although we have made significant progress, we still have much work to do for the company to reach its full potential. In addition to continuing to improve our operating results, maintaining strict cost discipline is critical to our ability to compete and generate shareholder value. We are committed to optimizing our cost structure and we will identify ways to achieve this without compromising the integrity of our operations. The recent divestiture of our shallow water rig fleet serves as a catalyst for this initiative, which has the objective of generating meaningful and sustainable savings. Transocean’s management team and Board of Directors are fully committed to acting in the best interests of the company and all its stakeholders to create value. This includes pursuing a capital allocation strategy based on maintaining a strong, flexible balance sheet, characterized by an investment grade rating on our debt; disciplined, high-return investment in the business; and a sustainable return of capital to our shareholders with the goal of future increases in distributions as business conditions warrant. It is in this context that the Board has recommended that shareholders approve a $2.24 per share dividend, or approximately $800 million in the aggregate, at the Annual General Meeting in May. This distribution is in conjunction with an accelerated retirement of approximately $1 billion of debt to strengthen the company’s balance sheet. The Board believes that this balanced approach will maximize long-term value creation and establishes the distribution at an appropriate and sustainable level in the context of remaining litigation uncertainties, without hindering the company’s ability to invest in high-return growth opportunities. 2012 Financial and Operational Results Financial Results Full year 2012 net loss attributable to controlling interest was $219 million on total revenues of $9.2 billion. Our 2012 results included $1.6 billion in after-tax charges, primarily related to a loss on impairment of assets included in discontinued operations and estimated loss contingencies associated with the Macondo well incident. Excluding the impairment, Macondo estimated loss contingencies, and other items, 2012 net income would have been approximately $1.4 billion. Net cash provided by operating activities was $2.7 billion in 2012. Safety Safety is and will always be a core value at Transocean. We remain deeply committed to our company’s vision of ‘‘an incident-free workplace all the time, everywhere’’ and continue to invest in industry-leading safety and technical training to best ensure the competency and well-being of our people on—and off—the job. Operations While we are not yet where we need to be, the company’s focus on improving operating performance has yielded very favorable results. In 2012, the company’s revenue efficiency averaged 93.0% compared with 90.5% in 2011. The revenue efficiency of our fleet in the second half of 2012 increased to 94.8%, the highest it has been in three years, with revenue efficiency for our ultra-deepwater rigs reaching 95.7% for the same period. Our initiatives to further reduce out-of-service time and increase revenue efficiency include, among others, continual enhancement of equipment reliability through rigorous inspections by Transocean and third-party experts to understand the baseline condition of the equipment; the implementation of standardized, proscriptive, component-level maintenance programs to ensure that our equipment meets Transocean’s high standards; and rigorous pre-deployment testing to make certain the equipment performs as required. We continue to believe that we will ultimately achieve historic average annual fleet revenue efficiency levels of about 95%. We have also increased the planning lead times and rigor for major projects, resulting in greater predictability of project scope, budget and timing. During the year, we increased our inventory of long-lead time maintenance spares and, with respect to the overhaul and recertification of our well control systems, we have implemented an improved project planning protocol and taken steps to remove the blowout preventer from the critical path for returning a rig to service. Through March 2013, well control equipment on 42 of our 64 active floaters and 24 of our 27 ultra-deepwater rigs has been recertified and an additional ten floaters are scheduled for major well control equipment overhaul during the year. Reflecting this focus on projects and out-of-service time, utilization of our fleet increased to 78% in 2012 from 69% in 2011. Asset Strategy Our asset strategy is straightforward—we have a clear objective to gradually reduce our exposure to lower-specification, less-differentiated assets and increase our exposure to high-specification assets, both floaters and jackups, and make disciplined, value-enhancing investments in our business. In 2012 we continued to execute this strategy, materially improving the composition of our fleet by divesting 38 shallow water drilling rigs to Shelf Drilling for $1.05 billion. We also completed nine single-asset sales of non-core jackups and floaters during the year, generating proceeds of about $379 million. We will continue to selectively divest assets to improve the composition of our fleet and the overall competitiveness of our operations.
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