Transocean Ltd (RIG) 2014 Q3 法說會逐字稿

Good day, and welcome to the Transocean Q3 2014 earnings conference call.

Today's conference is being recorded.

At this time I would like to turn the conference over to Mr. Thad Vayda. Please go ahead.

Thank you, McQuida. Good day, and welcome to Transocean's third-quarter 2014 earnings conference call. A copy of the press release covering our financial results along with supporting statements and schedules, including reconciliations and disclosures regarding non-GAAP financial measures are posted on the Company's website at deepwater.com. Joining me on this morning's call are; Steven Newman, Chief Executive Officer, Esa Ikaheimonen, Executive Vice President and Chief Financial Officer and Terry Bonno, Senior Vice President of Marketing.

During the course of this call participants may make certain forward-looking statements regarding various matters related to our Business and Company that are not historical facts. Such statements are based upon the current expectations and certain assumptions of management and are therefore, subject to certain risks and uncertainties. Many factors could cause actual results to differ materially. Please refer to our SEC filings for more information regarding our forward-looking statements including the risks and uncertainties that could impact our future results. Also, please note that the Company undertakes no duty to update or revise forward-looking statements.

Finally, to give more people an opportunity to participate on this call, please limit your questions to one initial question and one follow-up question. Thanks very much. I'll now turn the call over to Steven Newman. Steven?

Thanks, Thad. Welcome to all of our employees, customers, investors and analysts. Thank you for joining us on the call today.

I apologize for the sudden change in our reporting schedule. As indicated in the notification, the implications of the impairment testing adversely affected the timetable for the conference call.

As you saw from our third-quarter press release last night we reported a net loss attributable to controlling interest of $2.22 billion or $6.12 per diluted share. After adjusting for net unfavorable items of $2.57 billion including the impairment of our goodwill and of the deepwater asset group, adjusted earnings from continuing operations were $352 million, or $0.96 per diluted share.

While we made very good progress in our operating performance during the first half of the year with 95.4% revenue efficiency, the third quarter was disappointing at 92.6%. The challenges we experienced during July and August were associated primarily with the drawworks incident on the deepwater Nautilus and well control and station keeping incidence on other rigs. But, they represented only temporary setbacks in our long-term efforts to improve the consistency of our operations. As I have said in the past, while our progress in improving our underlying operating results will not always be linear we are making significant headway and you should expect this to continue.

Our quarterly results benefited from two key elements of our strategy. Investment in high specification ultra-deepwater assets, as illustrated by the commencement of operations on the deepwater Invictus and the deepwater Asgard, the two newest additions to our fleet of high spec ultra-deepwater floaters and continued progress in our efforts to improve our cost structure. Esa will provide you with some additional color on the numbers including the goodwill and asset impairments in a moment.

The market pause we began discussing with you more than a year ago, has evolved into a cyclical downturn. Although our customers take a decidedly long-term view in making investment decisions, the approximately 27% decline in oil prices observed over the last three months is likely to increase their challenge to improve short-term returns to their shareholders. In turn, this may temporarily exacerbate the offshore rig supply imbalance that has already resulted in day rate and utilization pressures and an increase in inter-contract idle time in stacking of rigs, and potentially delay the cyclical recovery.

As you know, the most effective cure for a low oil price is a low oil price, and we maintain that our customers' obligation to replace reserves and grow production will inevitably drive a return to drilling. It is in this context that our long-term bullish view of offshore drilling remains intact, underpinned by a fundamental belief in the long-term growth of energy demand and the key role that offshore hydrocarbons will play in meeting that demand. The industry has been through these downturns before and Transocean is well-positioned to mange through this one. We continue to take actions we believe are necessary to transform the Company in the context of this long-term view.

In the current market conditions, our near-term tactics will continue to reflect a disciplined approach to maximizing utilization. In tandem with our view of the business, we remain committed to our long-term view of capital allocation. The current industry conditions serve as an acute reminder that financial flexibility can be a competitive advantage. The strength of our balance sheet reflected in our investment grade credit rating will enable us to act on opportunities which typically materialize in industry downturns.

We will also continue to pursue our asset strategy recognizing that high-spec floaters and premium jackups are much more resilient in stress market. Our new build program remains on track with our near-term drillship deliveries backed by long-term contracts at attractive day rates. We have received encouraging interest from customers in our five spec jackups under construction and we will continue to pursue appropriate contracts for these 2016 and 2017 deliveries. These investments in new rigs will drive long-term shareholder returns.

The correlary to investing in new high spec assets, is the disposition of the Company's lower spec rigs. As a result of our efforts over the last couple of years, the Company is no longer exposed to the low spec commodity jackup business and our competitive position in jackups will continue to improve as we take delivery of our new builds.

With respect to our non-core floater fleet, we intend to scrap certain cold stacked rigs, recognizing their limited potential to reenter the market. The Company will continue to assess the competitiveness of non-core assets on a case by case basis and we are likely to retire additional rigs.

Regarding Caledonia, our North Sea mid-water floater business, having recently tested the private placement market in a disciplined manner, we have concluded that there is greater value for Transocean to own 100% of Caledonia for the time being. We will continue to process of internal separation in pursuit of the ultimate divestiture of the business as market conditions warrant.

During the third quarter, we closed a highly successful IPO of Transocean Partners, following through on an important element of our strategy to enhance the Company's financial flexibility. For those of you that are interested, Partners will hold its inaugural results conference call a bit later today to discuss its third-quarter performance.

In addition to delivering on our commitments to continue to enhance our financial flexibility and execute our asset strategy, I also note that Transocean is currently paying a dividend with a very competitive yield. Management and the Board remain committed to a balanced approach to value creation, including making disciplined high return investments in our fleet, maintaining a strong and flexible balance sheet as characterized by an investment grade rating on our debt, and the return of excess cash to shareholders through a sustainable competitive dividend. You should expect the Board to make its recommendation to shareholders regarding the dividend in advance of the annual general meeting expected to be held in the spring of 2015.

Over the last couple of years we have been focused on executing a set of strategies to transform the Company and on reducing the uncertainties unique to Transocean. To the latter point, we welcomed the district court's ruling on September 4 in the Macondo litigation. In the ruling, Judge Barbier found that BP's contractual agreement to indemnify Transocean for compensatory damages and to release its own claims against Transocean, is valid and enforceable. Judge Barbier also found that Transocean was not grossly negligent, eliminating any exposure to punitive damages. While the ruling is subject to appeal, we remain confident in our position and the merits of our case.

During the quarter, we had more favorable news regarding the significant ongoing tax case in Norway. The State dropped all civil and criminal claims regarding the tax residency of Arcade, one of the Company's subsidiaries, which was one of the larger claims the state had been pursuing. The overall progress in Norway has been extremely favorable and absent any future material developments, this will be the last time we provide updates on this litigation on our quarterly call. For the remaining appeals in the tax litigation, we believe that our tax returns are materially correct as filed and will continue to contest any allegations to the contrary.

Finally, I want to thank all of you who participated in our recent extraordinary general meeting where shareholders elected Pete Miller to our Board of Directors. I want to publicly welcome Pete and I look forward to working together with Pete and the entire Board as we continue to transform the Company.

With that, I will pass it over to Esa. Esa?

Thank you, Steve and a good day, to everyone on the call.

I will discuss the key elements of our results and then comment on our 2014 and our preliminary 2015 guidance. As Steven already mentioned, for the third quarter of 2014 we reported a net loss attributable to controlling interest of $2.22 billion or $6.12 per diluted share. These results included $2.57 billion or $7.08 per diluted share in net unfavorable items.

Excluding these items, our adjusted earnings from continuing operations were $352 million or $0.96 per diluted share. This compares with adjusted earnings of $587 million or $1.61 per diluted share in the second quarter of 2014. Net unfavorable items included an estimated non-cash charge of $1.92 billion for goodwill impairment. Under US GAAP we test for goodwill impairment annually as of October 1, and whenever we identify indicators of impairment.

The goodwill impairment relates primarily to the general drilling market conditions that have led to a decline in the market valuation of the contract drilling business. Subsequent to September 30, 2014, we have observed additional indicators of impairment and a continued degradation of market conditions. We will evaluate our goodwill again in the fourth quarter and may be required to recognize additional losses for impairment. After this period's adjustment, the remaining value of the goodwill on our books is approximately $1 billion.

Net unfavorable items also included an after-tax charge of $693 million associated with an impairment of our deepwater asset group. The pretax impairment was $788 million, as disclosed on Friday. Similar to goodwill, the asset impairment results from a markdown of the book value of the asset group to its implied market value also reflecting in the recent decline in day rates and utilization for this particular asset class. Other net favorable items of $45 million, or $0.12 per diluted share, is detailed in our press release, but primarily associated with favorable discrete tax benefits.

Now to our financial performance for the quarter, consolidated revenues decreased $58 million sequentially to $2.27 billion. This decrease was mainly due to lower revenue efficiency of 92.6% versus 95% in Q2 and higher out of service time as expected and earlier disclosed in our fleet updates. Fleet utilization was 75% compared with 78% in the prior quarter. This decrease in revenues was partly offset by the commencement of operations of the Company's two ultra-deepwater new builds, deepwater Asgard and deepwater Invictus.

Third-quarter operating and maintenance expenses increased $105 million to $1.32 billion, consistent with the guidance provided when we reported the second quarter. This increase in O&M is mainly associated with higher activity and costs incurred on rigs undergoing shipyard maintenance surveys and repair projects, particularly on several harsh environment floaters, as well as contract preparation on the Transocean Amirante.

General and administrative expenses decreased by $11 million to $52 million. The sequential decrease was due to lower project related legal and professional fees and reduced personnel costs resulting from the Company's operational efficiency initiative.

Third-quarter annual effective tax rate from continuing operations was 24.8% versus 12.6% in the prior quarter. The increase reflects implementation of UK legislation related to bareport charter payments to affiliates as discussed in prior conference calls and in our various filings, as well as movement of rigs between jurisdictions and the impact of foreign currency, especially Norway.

We ended the quarter with approximately $2.9 billion in cash and cash equivalents up approximately $750 million. The change reflects the sequential net increase in cash from operations of about $246 million to $882 million. $102 million of proceeds from asset sales primarily from the GSF Magellan and approximately $416 million of net proceeds from the sale of non-controlling interest in Transocean Partners LLC. These were partially offset by capital expenditures totaling $365 million, up $15 million from the previous quarter and payment of $272 million to shareholders for the second installment of our $3.00 per share dividend.

I will now spend a moment updating our guidance for 2014 and then provide a preliminary view of selected key items for 2015. Keep in mind that we continue to work through our 2015 budget and forecast process and will provide more refined guidance when we report our fourth quarter 2014 results early next year. Given the steady operating performance throughout the year, we are well capable of achieving our full-year 2014 revenue efficiency target of approximately 94% and there's no change in our guidance.

We continue to make progress towards reducing our 2014 operating expenses and are narrowing O&M guidance to between $5.1 billion and $5.2 billion. Our previous O&M guidance was $5.1 billion to $5.3 billion. G&A depreciation expense, net interest expense and capital expenditures remain unchanged for 2014 and within the respective guidance ranges provided earlier in the year.

Our 2014 annual effective tax rate from continuing operations is still expected within the range of our previous guidance of 14% to 17%. This expectation reflects our results for the quarter and an updated forecast for each of our rigs. As a further reminder, it also fully accounts for the changes associated with the new UK tax law signed in July but retroactive to April 2014.

Turning now to preliminary 2015 guidance on key items. As already said, please keep in mind that our 2015 budgets are in process and are subject to Board approval. Our estimates could change and will be affected by activity levels, shipyard timing, decisions to scrap or stack rigs and changes in industry inflation, among other factors. We expect revenue efficiency to average approximately 95% for 2015 as reflected in our margin improvement initiatives.

Operating and maintenance cost for 2015 are expected to be lower as compared to 2014. This preliminary guidance reflects our initial progress to date and continued commitment to reduce our operating costs. Final guidance will be provided on the next call with a more fullsome bridging and analysis.

We continue to focus on performance and delivering consistently improving financial results at the rig level with a full focus on operational safety and integrity and while remaining fully compliant with our high standards and regulatory and customer requirements. As we have emphasized in the past, these steps are expected to further improve our profitability and cash flow in 2015 and thereafter.

We forecast our G&A expenses in 2015 to decline to between $200 million and $225 million due to our ongoing cost reduction efforts. Furthermore, we expect our 2015 capital expenditures to be approximately $1.9 billion, which includes $1.4 billion associated with our new build program. Regarding the balance sheet, we continue to work towards reducing our gross long-term debt to below $9 billion.

Early October, we received a notice of partial redemption of $207 million to holders of our senior notes to 2015. Reflecting our continued commitment to an investment grade balance sheet this will achieve the goal we set in 2013 to accelerate the retirement of $1 billion of debt by the end of 2014. Scheduled debt maturities for 2015 are about $1.1 billion. There's no change to our liquidity target, which remains between $3.5 billion and $4.5 billion, including our undrawn $3 billion revolving credit facility.

Regarding Caledonia offshore drilling, as Steven discussed, we have largely completed the internal separation and have maintained full flexibility to pursue all options to maximize the value of Caledonia, including divestiture in part or full to a public or private buyer, a spin, or a public offering. Beginning in the fourth quarter, we will start to report stand alone performance details for Caledonia to provide additional transparency into this business.

Our objective is to maximize the value of these assets in the context of their capability, very strong cash flow, $1.1 billion in contract backlog at above market day rates, and the market leadership in the unique market in which they operate. We will communicate our plans and further actions related to Caledonia as they develop.

During the third quarter we closed the highly successful IPO of Transocean Partners. As mentioned, the transaction contributed net proceeds of $416 million to Transocean. Of further note, since the IPO, shares of Transocean Partners have been the best performing equity among offshore drillers.

To conclude, our efforts to reduce our costs, improve our operating performance, optimize the value of our non-core fleet and the IPO of Transocean Partners all contribute to our financial flexibility enabling us to continue to execute our balanced capital allocation strategy. Even in the context of this difficult market we continue to be confident in our ability to achieve these objectives.

This concludes my comments and I will now hand over to Terry to provide you with an update on market conditions. Terry?

Thanks, Esa, and good day, to everyone.

As everyone is aware, the market remains challenging. Year-to-date we had secured $2.1 billion of contract backlog, including contracts for the Transocean Leader, Transocean Honor, Transocean Amirante and others. In addition, we recently executed an agreement to replace the Sedneth 701 with a GSF Rig 135 for the remaining back log on the 701 contract. We also just signed a one-well extension on the Discoverer Enterprise at about $398,000 per day.

The agreement also includes four one-well price options. We added about $700 million in contract backlog since the last call, generally in line with what we delivered in each of the first two quarters of the year. This demonstrates the Company's ability to continue to transact business in this very challenging market.

Since our last call, ultra-deepwater day rates and utilization have remained under pressure. Customers continue to focus on short-term cash flows and capital allocation and as the recent reduction in commodity pricing is putting further pressure on their cash flows, it affects their activity levels and spending plans. In this environment, operators are also increasingly inclined to reduce their contractual commitments through farmout activity. We do not yet know how much the decrease in commodity pricing will ultimately impact EMP budgeting for 2015 but we are pleased to see the supply of available rigs decline as a result of the recent and expected announcement of contract awards in Brazil, US Gulf of Mexico and West Africa.

Additionally, the delay in delivery of competitors new builds also reduces near-term rig supply. However, we continue to expect challenging conditions as we work to contract our rigs in an over supplied market, and are likely to experience inter-contract idle time and significant competition on the limited tendering opportunities available.

Deepwater and midwater markets remain weak and as higher specification units compete for lower spec jobs, we expect this will continue to drive older less capable units out of the market and additional units will be retired. As Steven noted earlier, we will continue to take a disciplined approach to retiring some of our own non-core assets. This will have a positive impact and contribute to balancing the floater market over time.

The premium jackup market is also showing initial signs of pricing pressure with lower rates for new builds being reported in Asia and West Africa. While the large influx of uncontracted new builds will challenge the less capable rigs, we believe the new builds being offered by established drilling contractors with a solid operating history will be preferred by our customers, all else being equal.

Now to the quarter, utilization for the global ultra-deepwater fleet is currently around 94% with seven ultra-deepwater rigs available including our rigs, the GSF Jack Ryan, Discoverer Spirit, GSF Cr Luigs and the GSF Development Driller 1. While we are actively marketing and expect to have some positive news soon, we expect Petrobras to announce delevered tender winners, which could be up to three units. Additionally, we expect the announcement of eight extensions plus two new tenders for approximately two to four rigs in total.

West Africa, India and Mexico could provide incremental demand in the near future as long as the regulatory authorities approve the programs. The pace of tendering continues to be slow for the deepwater market and the marketed utilization is about 86%. During the third quarter, we secured a contract for the Jack Bates in Australia. On a positive note, in India we expect two long-term tenders in the very near future for rigs capable of drilling in 5,000 feet of water.

Midwater and harsh environments tendering activity also remained slow in the third quarter. The recent contract terminations and suspensions by Statoil in Norway, to Russian sanctions, delayed programs and limited programs overall, continue to challenge this UK and Norwegian market. As reported in last month' fleet status report, the Transocean Pittsburgh had recently received a contract suspension notice from Statoil reducing the day rate by about 25% through the end of the year. As you might expect, we are seeking opportunities global for our harsh environment units currently working in the Norwegian North Sea.

An example of our success in this effort is the four-year contract secured for the Transocean Leader in the UK. She will move south following completion of her contract in Norway. The rate is very favorable. The first three years will be paid at a rate of $335,000 per day and the last year will be at a rig marked linked rate between $305,000 and $365,000.

We've also transferred the remaining backlog on the 701 contract in Nigeria to the GSF Rig 135, as previously mentioned. India is again a bright spot. We expect three long-term opportunities for midwater floaters to be tendered soon. And in October, we signed a contract to return the Transocean Amirante to work on a one-your charter in Libya at a rate of $335,000 per day.

Utilization and day rates for premium jackups are beginning to moderate, but we expect stable demand in Angola, Mexico, India Middle East and Southeast Asia. This past quarter, we extended the contract on the Transocean Honor for one year at a rate of $194,000 per day in Angola, but we expect new fixture rates to decline on high spec jackups over the next 12 months.

In the medium-term we expect that the influx of supply of premium assets will put considerable pressure on standard jackup rig utilization and pricing. As a result of the disciplined execution of our asset strategy over the last couple of years, we are no longer exposed to this vulnerable asset class.

Longer-term, we expect demand for energy to be strong and our customers will pursue reserve replacement and production growth. As a result, we expect that the currently over supplied market will improve to a more favorable balance driven by long-term growth and activity levels and the gradual attrition of older less capable assets. While this plays out, our backlog of $23.6 billion provides us with the flexibility to weather the current challenges and position ourselves for the eventual increase in demand for offshore drilling equipment providing opportunities for our existing fleet and for future growth.

This concludes my overview of the market so I will turn it back to you, Steven.

Thanks, Terry. With that, McQuida, we're ready to open it up for Q&A.

Thank you. (Operator Instructions)

Gregory Lewis, Credit Suisse.

Good morning.

Morning, Gregory.

Steven or Esa, when we think about the MLP going forward, in terms of growth rate, in terms of asset drop downs, is there a target or an estimate in terms of how much capital the MLP is looking to raise or grow on an annual basis?

Yes, it's a tough one, because we are still setting Transocean Partners up, and the first, should I say, seriously proper Board meeting takes place in a couple of weeks' time. But, if you look at the S1 and you look at the pipeline, if you remind yourself of the conversation we had during the IPO process, you get a feel as to what's available from Transocean to the MLP.

So the pipeline rigs represent quite a large number of assets; some of them will only be delivered in 2016 and 2017. Altogether, six assets, of which four are obliged -- or Transocean has an obligation to drop them into the MLP. So that gives you a good view as to what's the minimum scope for the MLP capital. And obviously, depending on the market conditions, depending on Transocean's needs for proceeds, and obviously, depending on how well Transocean Partners will trade in the future, that amount of capital may be higher than the minimum.

Okay, and then just shifting gears. Esa, on the write-down of assets, I don't believe specific rigs were identified, but I guess from the comments, it looks like it was primarily, or solely, deepwater rigs. In thinking about that, does that mean that -- and I don't, if you could provide a little color in terms of what triggered those specific write-downs. And as we think about the midwater fleet, there's a handful of midwater rigs that are already stacked. Is it that those assets are already at appropriate book values or, as we think about it, the midwater rigs, we can potentially see write-downs in some of those idle rigs in the future?

Yes, that's a good question. So, first of all, we do asset impairment on an asset class basis, generally speaking. And then clearly deepwater asset class has been quite significantly impacted by the recent deterioration in the quality of the marketplace. So that explains -- goes a long way to explain why deepwater.

Deepwater is a mixed bag, particularly given the fact that it also includes the high value Caledonia assets and the high value Caledonia business and, therefore, there's been no impairment associated to that asset class, at least not in Q3. When it comes to those individual assets that you mentioned, we've got stacked assets and so on. As long as they are stacked and available for operations, they will be part of the impairment evaluation in its respective asset class.

The moment we take a decision to either scrap it or sell it, we look at the book value in comparison with the fair market value for that particular asset. So that's the way the mechanics work. So first, it's the asset class review, and then depending on the situation of the individual asset, we then consider impairment on an asset by asset basis.

Jason Gilbert, Goldman Sachs.

Thanks for taking my question. I wanted to ask quickly about the logistics of stacking six and seven gen rigs. Several of your peers are saying they would rather chase day rates down than stack high-end floaters. I'm just wondering if this is the case, how should we think about a floor for [ultra-cheap] day rates, and what's keeping them from going towards cash costs?

I think broadly speaking, Jason, it is more difficult to stack a dynamically positioned rig, with very complex operating and control systems, than it has historically been to stack a moored floater with relatively simple systems. There aren't very many peers around the world with key site access, that the peer owner is willing to allow to be tied up with a dynamically positioned asset, and there aren't very many available peers that have the kind of water depth required to get an asset with thrusters into the key site.

So typically, what the scenario would suggest is, you'd be keeping the dynamically positioned asset idle, but have to continue to run the powerplant to provide power to the thrusters to be able to maintain station. So that limits the ability to dramatically reduce costs on an idle fifth or sixth or seventh generation DP vessel, and I think that's what the peers might be alluding to when they say, they'd rather maintain those assets operating rather than stack them. I think we're probably in the same situation.

I think the answer to the second part of your question, which is: what's going to provide the floors? Just overall activity levels. Over time, you'll see dynamically positioned assets displace moored assets, provided the DP assets can work in the water depth.

And so dynamically, I think the industry will try and maintain utilization levels of DP assets at the expense of moored assets, and as long as activity level are out there to support that, that should provide a bit of a floor underneath the day rates for DP assets. But that's got a lot of supposition and speculation embedded in that answer.

Right, that helpful. Thanks. Maybe that's a segue into my second, which is maybe more for Terry. But again, we sort of know what the supply side of new build deliveries looks like for next year, and you guys always seem to have a pretty good handle on the number of tenders for incremental rigs that are out there. I was wondering if you could maybe put some numbers around the demand side?

It's a little bit difficult at the moment, because we're not seeing a lot of demand that's being pushed out on the table. There are a few opportunities coming up that we're hopeful for.

I mentioned some of those. Some of it's in India and also, we believe that Brazil is going to come out with a tender that going to be a little bit less of a respect to display some of their moored units for the Campos basin.

So we're hopeful that those tenders come out, and I think they'll have another high-spec tender. We think there will be three rigs for Libra to be announced soon. So we like the movement, but we're just not seeing enough demand to take on the significant supply. We think there's probably one more rig that could be contracted in the Gulf of Mexico.

So again, those are positive points, but simply not enough to absorb all the supply. And also, the other positive is the folks that are setting with new builds without contracts, they're further delaying their rigs. So that's an artificial improvement in the market.

(Operator Instructions)

Jud Bailey, Wells Fargo Securities.

Thank you. Good morning.

Good morning, Jud.

Question for Terry. Terry, thanks for the candid commentary on the market. I wonder if you could give us a little more color? You've got some good rigs -- higher spec rigs like the Jack Ryan and the Luigs, which are looking for work, and several other of your high spec ultra-deepwater rigs coming off contract.

Could you give us just a little color on the conversations that you are having with customers? Are you primarily looking at well to well work? Are you looking at even lower spec opportunities for those rigs? And we're just trying to get a sense of how much longer those rigs could remain idle before they pick up some sort of work?

Hi, Jud. You know, being able to be very specific on the exact opportunities that we're chasing, obviously, is not good to let our competition know what we're thinking about. But, right now, it appears that we're able to talk with our customers about some one-off work, some well to well work. We have identified a few customers that have -- I guess we're going to call long-term work, six months of work, which is certainly a -- very positive.

There are some opportunities in the Gulf of Mexico to do this. There's also some opportunities in West Africa and in Asia that we can quickly identify and hopefully close out.

But there is going to be some idle time. We know it, and we're just going to fight to put those rigs to work. There's this interesting if you think of the CR Luigs, it's probably one of the most efficient rigs in the Gulf of Mexico, and we'd put her up against a new build any day.

And we have so many customers that call constantly, saying, man we'd love to take that rig. It's just that at the condition that they find themselves in, they simply can't add capacities.

So like you said, we do have some great rigs that our customers would really like to put to work. But in this constrained capital and budget concerns for them, it's going to just take some time for that to play out.

Okay, and then I guess my follow-up would be, just maybe talk a little bit more about the North Sea and the landscape there. Steven, in his prepared comments, I think accurately said that the slowdown is turning into more of a cyclical downturn, and I presume the first place you start to see this is the North Sea. Is that what you're starting -- are you seeing a reaction from customers in that market or any other markets already from the decline in oil price?

In some of the conversations we've had with our customers, it's a fact that they can't sell down their properties. They need partners. Some are saying they're having a little bit of a challenge in getting access to capital.

It certainly -- the impact of Statoil dropping as many rigs as they can or suspending them is not good news. We were very fortunate, as you know, to quickly move the leader and obtain that contract in the North Sea, but it's challenging. We're not seeing a lot of opportunity on the horizon right now in 2015.

Ross Payne, Wells Fargo.

Thanks. I appreciate your comments on your investment grade rating. It feels like you, number one, want to keep your financial flexibility. And number two, keep your investment grade rating.

Does that play into the potential to -- it sounds like you guys will be looking at the dividend. You could still keep it competitive with a decrease in that dividend. Is that where things may be heading for you guys, in terms of keeping your financial flexibility? Thanks.

Yes, Ross. Without trying to paint the Board's decision-making process into a corner, I would reiterate what I said on my prepared comments. The management team and the Board believe in a balanced approach to allocating capital. We think that financial flexibility in a cyclical industry is a competitive advantage, and we'd like to retain that competitive advantage, given the current challenges in the industry.

We also believe that continuing to invest in our fleet will drive long-term shareholder returns, and we believe it's appropriate to reward our shareholders with the distribution of excess cash. So the Board will take all of that into consideration, as they continue to refine their thinking and rationalize their decision-making process, in anticipation of giving the shareholders a recommendation in advance of the 2015 AGM.

Right. Thank you, guys.

Angie Sedita, UBS.

Good morning, guys. So as a follow-up to the prior question, if you do consider either reducing or eliminating the dividend, could you remind us of the process, given your Switzerland location and the time out of your Board meetings, and walk us through the process and the timeline?

Yes, so one of the outcomes of being a Swiss corporation is that the dividend is a shareholder decision. And so, as you have this scene historically, the Board typically presents its recommendation to the shareholders when the Board publishes the proxy, with all of the recommendations for the AGM. And so, that typically comes out in preliminary form in early March, and then definitive form in early April, in anticipation of a Board meeting that typically takes place in the May time frame. That same timeline would apply for the 2015 AGM, as well

Great. All right, thanks. That's helpful. Then, Terry, I -- obviously, a difficult market and a challenging one. And here in Q4 you have 10 of your floaters, and particularly good floaters, up for contract renewal, and then I think roughly 50% of your floaters up for contract for renewal in 2015. So when you think through, at least if in Q4, where you think the risk is, or maybe even where you think you're more likely stack rigs, can you talk about some of the rigs that you think do have a chance of staying working or -- versus the ones that are very likely to be stacked in the near term or idle?

Hi, Angie. Yes, I think you described it quite well, incredibly challenging. We do have obviously, more rigs coming available than our competitors in these time frames. In a very buoyant market, we would certainly be thrilled about that. But as luck would have it, here we are.

I think the biggest risk is the budget cycle and the commodity -- the macros. So it's something that, obviously, none of us can control, but I think that's a bigger risk.

How I would see our opportunities, we just announced on one of them, the Enterprise. She's been performing very well for BP, and they extended her, as I said, for one well and then have four options. So they like what she's doing and we're very hopeful to keep her going there.

We do have some other opportunities on extensions that we are discussing with some of our customers. But I would expect that if you look at our older class rigs that are pretty long in the tooth, and if we don't have follow on work, I think those would be the first ones that we would sell off.

I don't think that we've actually started naming names yet. But I think that's where we're headed with that. I'd let Steven comment more on that if he'd like to.

The other thing that we're doing -- and we've done this on several of the rigs previously, as an example, on the DD2 we displaced a moored unit to one that works. So we're going to compete down with the rest of our fleet, and we're going to our best to keep these rigs working.

But again, the demand level, if we look at the rig years that were fixed in this last -- the beginning of 2014, on the floater side, those levels are looking a lot like 2002 and 2009, unfortunately. So that's -- as you say, it's a challenging market, but that's what we're going to do.

Darren Gacicia, Guggenheim Partners.

Hi, thanks for taking my question. It strikes me that the write-downs that have happened here may be part of function of the fact that there's been consolidation by transition over time and maybe a write up of some of the assets acquired.

Now, does that in any way impact what may be happening on 5G rigs going forward, as maybe your carrying cost versus some of your peers maybe a little bit higher? Is that something that we may see when you talk about future asset write-downs, is that something that may become a factor?

Darren, it's Esa here. I wouldn't mind if you repeated the question, because the line wasn't very clear and we are all little bit puzzled as to what exactly you wanted to ask from us. So if you don't mind?

No, I'm sorry. Do you hear me okay, now?

Yes, better.

Great. So what I was saying is that, given the fact that global Santa Fe acquisitions, different things that have been pulled together and probably assets marked up upon purchase, does that create an issue, when you think about what's just happened with write-downs from maybe 5G assets that may be at a higher carrying value than, say, the average of maybe what your peers are carrying the same assets at? Because I noticed within your commentary, you mentioned the potential for future asset write-downs?

Yes, good question. Pretty much the goodwill write-down, actually a very large driver of that had to do with the legacies created as part of a merger. At the end of the day, of course, the decline in the quality of the marketplace, and the forecasted utilization and day rates that drive the outcome but, a lot of the goodwill that we carried on our books was actually origined some years back as a result of the merger.

There are some fifth-gen assets that relate to the same situation, and some assets that the Company actually inherited. But none of them as far as I remember, are ultra-deepwater capable.

So this does take care of most of those legacy situations. We may have some further legacies, but as long as the fifth-gen assets are a part of the ultra-deepwater asset class, as they typically are, that is the most robust asset class going forward, because the market conditions as present as well as forecasted are most favorable in that asset group.

So, I don't think we've got any particular disadvantage against our competitors there. Some of our competitors have actually gone through some acquisitions and mergers as well, and as a result of that, they may have similar challenges to what Transocean had as a result of its own activities in the past.

Okay, understood. And I don't know who to direct this one at in particular, but obviously we've been poking around at retirements here, and trying to get a better understanding. Can we get an order of magnitude of -- if it's not rigs specifically, maybe number of rigs we're considering for retiring? Is it 10 to 15, 15 to 20, just to give us some frame of mind?

Yes, I think we're reluctant to do that, Darren, for a whole host of reasons. You can assume that the assets we have in our fleet that are cold stacked, and have been cold stacked for any period of time, are likely candidates for retirement.

But as both I and Terry said in our prepared comments, the ongoing decision making is really going to reflect an asset by asset analysis. If we're confident that Terry can find opportunities to keep the rigs operating, we're likely to do exactly that.

But if we bump up against a significant investment, like a special periodic survey, and market conditions don't support that kind of an investment, then we're left with the decision about how to cut costs on that kind of asset as quickly as possible. And if we conclude that there's very little likelihood of that asset ever returning in an economic way to compete in the marketplace, then we're likely to take the decision to scrap it. But you can see how that manifests itself in really an asset-by-asset determination.

Are we far along on those determinations now? Or is something we've started to work on?

Well, it's ongoing exercise. So as I said, the rigs that have been cold stacked, I would say we're fairly far along. But assets that are still operating today, our focus, as both I and Terry indicated, our focus is to try and maintain those rigs operating to continue to generate cash.

Andreas Stubsrud, Pareto Securities.

Thank you. I have a question related to actually what you just answered, in terms of typical SPS are going into the shipyard typically for the 5G units. So, in terms of GSS CR Luigs, or how you pronounce that name, is that going through its SPS without the contract behind, or am I misunderstanding the situation there?

On the CR Luigs, Andreas, we are undertaking minimal expenditure, and trying to manage that expenditure in the context of the opportunities that Terry is chasing. So we aren't committing significant capital to the rig until we find an opportunity, but there are some things we are taking advantage of idle time to undertake that don't represent a significant cost.

Okay, great. That was my only question. Thank you.

Thanks.

(Operator Instructions)

David Smith, Heikkinen Energy Advisors.

Good morning. Thank you very take my question. Along the lines of the substitution of the [setco] energy against the GSF Rig 135 contract, I was wondering if you see other opportunities to substitute available ultra-deepwater rigs against lower spec contract backlog that you may have, as a way to keep those rigs active and rationalize the contract, overall cost structure?

Yes, David. We're looking at all those type of opportunities in our own fleet and also in where our competitors have less capable rigs. So, we're going to look if it makes sense to displace the asset, and do that to keep our more capable assets running, that's what were looking at.

And including substituting against existing backlog that the lower spec rates may already have?

That's correct. We'll look at those opportunities too as long as it makes economical sense to do so at the time.

Thank you.

Vivek Pal, Jefferies.

Good morning. Can you please refresh your debt reduction targets? Is it still $9 billion by 2016 or is there a change in that? And the reason I ask that is that in the next two years, you have over $2 billion of debt reduction.

So how should we think about it? Is it going to be an absolute pay down or are you looking to term it out?

It's Esa Ikaheimonen here. As I mentioned in my prepared comments, we continue to move towards the target of $9 billion across debt. And based on the existing maturities, we are very close to that mark by the end of next year.

Okay. Now if the situation, the macro situation doesn't improve, how would you prioritize between dividend cut, issuing new equity, or selling more assets into the MLP?

As I have repeatedly said, Vivek, we will look at a whole host of levers that we think are available to us, including asset divestitures and operating cash flow, and continuing to think about our investment program alongside our balance sheet objectives and the return of excess cash to our shareholders. I wouldn't say that there is a constrained priority that's going to force the Board to make one decision over another. The Board looks at all of those things when they carry on their debate about all those various alternatives, and they will factor all of those alternatives and that decision-making process into the final recommendation they present to the shareholders next spring.

Yes, just one thing to add. You specifically mentioned the Transocean Partners and dropping assets to Transocean Partners. I should just mention that the Transocean's periodic needs for proceeds is the prime reason for us establishing Transocean Partners, and that gives us that financial flexibility -- a significant element of financial flexibility that supports our capital allocation priority.

So if there's a priority in some of the levers that you just mentioned, it's probably the easy one, because that's why it's there. As long as it makes sense, and as long as the economics are supportive, and as long as there's a cost of capital advantage in leveraging Transocean Partners, that would make sense and that's why it's there.

Mabel Yu, Vanguard.

Hello, thank you. Can you elaborate how flexible is your capital budget, so that helps you to balance your capital structure? And also, can you give us a little bit more insight why your investment grade rating is important to you guys, when it comes to prioritize the capital structure?

Okay. Thanks for the question, Mabel. Briefly put, our CapEx for the next three years or so is pretty fixed, as a result of the fact that we've got -- most of that CapEx is due to the commitment to new builds that we've made.

So, to take for instance the guidance that I just gave on 2015, preliminary guidance I should mention, total CapEx, $1.9 billion. $1.4 billion of that has to do with the committed new build payments, and the remaining $500 million or so has to do with ongoing run and maintain CapEx, as well as to shipyard activities that we undertake during 2015.

So in the short run, it's not flexible. In the longer run, it's obviously quite flexible, because we can choose either to continue to build or buy incremental assets, which is a key component of the CapEx, or then we can choose not to do that. But next couple of years, it's pretty firm.

The other question, with regards to the investment grade rating, we've said continuously and repeatedly that this is a cyclical industry, and having a strong balance sheet is a competitive advantage. It gives us, obviously, a competitive cost of capital advantage as well as access to capital, which is the most important part of it. So people probably don't pay quite enough attention to the fact that every once in a while the non-investment grade debt markets are challenging and, therefore, investment grade provides us with continuous ongoing access to capital as and when needed.

It appears we have no further questions at this time.

Thank you very much for participating in today's call. We're available over the balance of the day to answer any follow-up questions you may have. We look forward to speaking with you again on our fourth quarter 2014 call. Have a good day.

That does conclude today's conference. We appreciate your participation. You may now disconnect.