Transocean Ltd. Reports Fourth Quarter and Full Year 2012 Results

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ZUG, SWITZERLAND--(Marketwire - Mar 1, 2013) - Transocean Ltd. (NYSE: RIG) (SIX: RIGN)

  • Fourth quarter 2012 revenues were $2.326 billion, compared with $2.431 billion in the third quarter 2012;

  • Operating and maintenance expenses for the fourth quarter were $1.438 billion, compared with $1.321 billion in the third quarter 2012;

  • Fourth quarter 2012 net income attributable to controlling interest was $456 million, which included $126 million of net favorable items. This compares with the third quarter 2012 net loss attributable to controlling interest of $381 million, which included $887 million of net unfavorable items;

  • Fourth quarter Annual Effective Tax Rate(1) from continuing operations was 7.8 percent, compared with 15.2 percent in the third quarter 2012;

  • Fourth quarter net income attributable to controlling interest was $1.26 per diluted share. After adjusting for net favorable items, adjusted earnings from continuing operations were $330 million, or $0.91 per diluted share;

  • Cash flows from operating activities were $923 million in the fourth quarter, compared with $786 million in the third quarter 2012;

  • Revenue efficiency(2) from continuing operations was 94.7 percent in the fourth quarter, compared with 94.9 percent, in the third quarter 2012. Ultra-Deepwater revenue efficiency was 95.5 percent, compared with 95.9 percent in the prior quarter. Total rig utilization(3) from continuing operations was 79 percent in the fourth quarter, compared with 80 percent in the third quarter 2012;

  • New contracts associated with continuing operations totaling $2.0 billion were secured in the Fleet Status Report periods October 17, 2012 through February 14, 2013. Backlog from continuing operations was $28.8 billion at February 14, 2013; and

  • During the fourth quarter of 2012, the company reclassified its drilling management services operations in the U.S. Gulf of Mexico to discontinued operations, reducing other revenues and operating and maintenance expenses in the period by $51 million and $50 million, respectively.

Transocean Ltd. (NYSE: RIG) (SIX: RIGN) today reported net income attributable to controlling interest of $456 million, or $1.26 per diluted share, for the three months ended December 31, 2012. Fourth quarter 2012 results included net favorable items of $126 million, or $0.35 per diluted share. The results compare with a net loss attributable to controlling interest of $6.2 billion, or $18.76 per diluted share, for the three months ended December 31, 2011. Fourth quarter 2011 results included net unfavorable items of $6.3 billion, or $19.02 per diluted share. The net unfavorable items in 2011 were primarily due to a loss on goodwill impairment of $5.2 billion, or $15.83 per diluted share, related to the contract drilling services reporting unit; and $1.0 billion, or $3.04 per diluted share, for estimated loss contingencies associated with the Macondo well incident.

Fourth quarter 2012 net favorable items, after tax, included the following:

  • $101 million, or $0.28 per diluted share, associated with favorable discrete tax items, and

  • $25 million, or $0.07 per diluted share, of income from discontinued operations primarily associated with the sale of the shallow water rigs.

After consideration of these net favorable items, adjusted earnings from continuing operations were $330 million, or $0.91 per diluted share. A reconciliation of the non-GAAP adjusted net income and diluted earnings per share is included in the accompanying schedules.

Revenues from continuing operations for the three months ended December 31, 2012 were $2.326 billion, compared with revenues of $2.431 billion during the preceding three month period. Contract drilling revenues decreased $35 million primarily due to the expected increase in out of service time, partly offset by higher average dayrates. Revenue efficiency from continuing operations was 94.7 percent for the fourth quarter, compared with 94.9 percent in the third quarter 2012. Other revenues decreased $70 million to $51 million for the fourth quarter 2012, compared with $121 million in the prior quarter, primarily due to lower drilling management services activity.

As expected, operating and maintenance expenses from continuing operations increased $117 million to $1.438 billion for the fourth quarter of 2012, compared with $1.321 billion for the prior quarter. Contract drilling expenses increased $173 million primarily due to higher maintenance and shipyard costs associated with rigs undergoing surveys and other projects. Costs associated primarily with the company's drilling management services reporting unit decreased $56 million due to reduced activity.

General and administrative expenses were $65 million for the fourth quarter 2012, compared with $69 million in the previous quarter.

Transocean's fourth quarter Effective Tax Rate(4) from continuing operations was (20.7) percent, compared with 16.5 percent in the third quarter 2012. The decrease in the Effective Tax Rate was due to changes in estimates primarily related to settlements of prior years' tax liabilities. Transocean's Annual Effective Tax Rate from continuing operations for the fourth quarter 2012 was 7.8 percent. This compares with 15.2 percent for the prior quarter. The decrease was primarily due to changes in the blend of income that is taxed based on gross revenues versus pre-tax income, the foreign exchange effect of the strengthened Norwegian krone versus the U.S. dollar, and rig movements between jurisdictions. Fourth quarter 2012 income tax expense included a favorable adjustment of $37 million, or $0.10 per diluted share, required to decrease the 2012 Annual Effective Tax Rate to 17.8 percent from 20.5 percent for the nine months ended September 30, 2012.

Interest expense, net of amounts capitalized, was $180 million, unchanged from the prior quarter. Capitalized interest for the fourth quarter was $18 million, compared with $12 million in the third quarter 2012. Interest income decreased to $13 million in the fourth quarter, compared with $15 million in the third quarter 2012.

Cash flows from operating activities were $923 million for the fourth quarter, compared with $786 million for the third quarter 2012. Capital expenditures from continuing operations were $657 million for the fourth quarter, compared with $201 million in the third quarter of 2012.

Full Year 2012

For the year ended December 31, 2012, net loss attributable to controlling interest totaled $219 million, or $0.62 per diluted share. Full year results included $1.638 billion, or $4.58 per diluted share, of net unfavorable items as follows:

  • $961 million, or $2.70 per diluted share, loss on impairment of assets included in discontinued operations;

  • $756 million, or $2.11 per diluted share, primarily for estimated loss contingencies associated with the Macondo well incident;

  • $135 million, or $0.38 per diluted share, additional charges associated with the estimated 2011 goodwill impairment of the contract drilling services reporting unit and the 2012 impairment of the intangible assets of ADTI;

  • $66 million, or $0.19 per diluted share, net loss from discontinued operations, offset by;

  • $232 million or $0.67 per diluted share, related to favorable discrete taxes and other items; and

  • $48 million, or $0.13 per diluted share, gain on the sale of two deepwater floaters.

After consideration of these net unfavorable items, adjusted earnings from continuing operations for the full year 2012 were $1.419 billion, or $3.96 per diluted share. A reconciliation of the non-GAAP adjusted net income and diluted earnings per share is included in the accompanying schedules.

During the fourth quarter of 2012, the company reclassified its drilling management services operations in the U.S. Gulf of Mexico to discontinued operations, reducing other revenues and operating and maintenance expenses by $103 million and $112 million, respectively, for the year ended December 31, 2012.

Interest expense, net of amounts capitalized, was $723 million for the full year 2012, compared with $621 million for the full year 2011. Capitalized interest for the full year 2012 was $54 million, compared with $39 million in 2011. Interest income was $56 million for the full year 2012, compared with $44 million in 2011.

For the full year 2012, cash flow from operating activities totaled $2.708 billion, compared with $1.825 billion for 2011.

For the year ended December 31, 2011, net loss attributable to controlling interest totaled $5.754 billion, or $17.88 per diluted share, resulting primarily from the loss on the goodwill impairment associated with the contract drilling services reporting unit of $5.2 billion, or $16.15 per diluted share; and the estimated loss contingencies associated with the Macondo well incident of $1.0 billion, or $3.10 per diluted share.

Full Year 2013 Guidance Summary

The following table is a summary of the company's full year 2013 guidance for key income statement and balance sheet items. This information is based on current expectations and certain management assumptions, and is subject to change.

Item

Range

Other Revenues *

$400 million - $420 million

Fleet Average Revenue Efficiency

Approximately 93 percent

Operating and Maintenance Expenses

$5.7 billion - $5.9 billion

Depreciation and Amortization

$1.1 billion - $1.2 billion

General and Administrative Expenses

$280 million - $300 million

Net Interest Expense **

$540 million - $550 million

Annual Effective Tax Rate

Between 18% and 22%

Capital Expenditures

Approximately $3.0 billion

Discontinued Operations

Net loss of $15 million to $20 million per quarter

* Other Revenues includes Drilling Management Services, recharge revenues, and other miscellaneous revenues.

** Net Interest Expense is net of capitalized interest of approximately $90 million and Interest Income of approximately $50 million.

Forward-Looking Statements

Statements included in this news release including, but not limited to, those regarding estimates of Transocean's full year 2013 guidance, goodwill or long-lived asset impairments, estimated loss contingencies associated with the Macondo well incident, are forward-looking statements that involve certain assumptions. These statements are based on currently available competitive, financial, and economic data along with our current operating plans and involve risks and uncertainties including, but not limited to, market conditions, Transocean's results of operations, the effect and results of litigation, assessments and contingencies, and other factors detailed in "Risk Factors" and elsewhere in Transocean's filings with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize (or the other consequences of such a development worsen), or should underlying assumptions prove incorrect, actual outcomes may vary materially from those forecasted or expected. Transocean disclaims any intention or obligation to update publicly or revise such statements, whether as a result of new information, future events or otherwise.

Conference Call Information

Transocean will conduct a teleconference call at 10:00 a.m. EST, 4:00 p.m. CET, on Monday, March 4, 2013. To participate, dial +1 913-312-0407 and refer to confirmation code 8254413 approximately five to 10 minutes prior to the scheduled start time of the call.

In addition, the conference call will be simultaneously broadcast over the Internet in a listen-only mode and can be accessed by logging onto Transocean's website at www.deepwater.com and selecting "Investor Relations." A file containing four charts that may be discussed during the conference call, titled "4Q12 Charts," has been posted to Transocean's website and can also be found by selecting "Investor Relations/Quarterly Toolkit." The conference call may also be accessed via the Internet at www.CompanyBoardroom.com by typing in Transocean's New York Stock Exchange trading symbol, "RIG."

A telephonic replay of the conference call should be available after 3:00 p.m. EST, 9:00 p.m. CET, on March 4, 2013, and can be accessed by dialing +1 719-457-0820 or +1 888-203-1112 and referring to the confirmation code 8254413. Also, a replay will be available through the Internet and can be accessed by visiting either of the above-referenced internet addresses. Both replay options will be available for approximately 30 days.

About Transocean

Transocean is a leading international provider of offshore contract drilling services for oil and gas wells. The company specializes in technically demanding sectors of the global offshore drilling business with a particular focus on deepwater and harsh environment drilling services, and believes that it operates one of the most versatile offshore drilling fleets in the world.

Transocean owns or has partial ownership interests in, and operates a fleet of, 82 mobile offshore drilling units consisting of 48 High-Specification Floaters (Ultra-Deepwater, Deepwater and Harsh-Environment drilling rigs), 25 Midwater Floaters and nine High-Specification Jackups. In addition, we have six Ultra-Deepwater Drillships and three High-Specification Jackups under construction.

For more information about Transocean, please visit the website www.deepwater.com.

Notes

(1) Annual Effective Tax Rate is defined as income tax expense from continuing operations excluding various discrete items (such as changes in estimates and tax on items excluded from income before income tax expense) divided by income from continuing operations before income tax expense excluding gains on sales and similar items pursuant to the accounting standards for income taxes. See the accompanying schedule entitled "Supplemental Effective Tax Rate Analysis."

(2) Revenue efficiency is defined as actual contract drilling revenues for the measurement period divided by the maximum revenue calculated for the measurement period, expressed as a percentage. Maximum revenue is defined as the greatest amount of contract drilling revenues the drilling unit could earn for the measurement period, excluding amounts related to incentive provisions. See the accompanying schedule entitled "Revenue Efficiency."

(3) Rig utilization is defined as the total number of operating days divided by the total number of available rig calendar days in the measurement period, expressed as a percentage. See the accompanying schedule entitled "Utilization."

(4) Effective Tax Rate is defined as income tax expense from continuing operations divided by income from continuing operations before income taxes. See the accompanying schedule entitled "Supplemental Effective Tax Rate Analysis."

TRANSOCEAN LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

(Unaudited)

Three months ended
December 31,

Year ended
December 31,

2012

2011

2012

2011

Operating revenues

Contract drilling revenues

$

2,275

$

2,011

$

8,773

$

7,407

Other revenues

51

122

423

620

2,326

2,133

9,196

8,027

Costs and expenses

Operating and maintenance

1,438

2,355

6,106

6,179

Depreciation and amortization

278

290

1,123

1,109

General and administrative

65

88

282

288

1,781

2,733

7,511

7,576

Loss on impairment

--

(5,201

)

(140

)

(5,201

)

Gain (loss) on disposal of assets, net

(4

)

(10

)

36

(12

)

Operating income

541

(5,811

)

1,581

(4,762

)

Other income (expense), net

Interest income

13

17

56

44

Interest expense, net of amounts capitalized

(180

)

(178

)

(723

)

(621

)

Gain on retirement of debt

--

--

2

--

Other, net

(16

)

(3

)

(50

)

(99

)

(183

)

(164

)

(715

)

(676

)

Income (loss) from continuing operations before income tax expense

358

(5,975

)

866

(5,438

)

Income tax expense (benefit)

(74

)

119

50

324

Income (loss) from continuing operations

432

(6,094

)

816

(5,762

)

Income (loss) from discontinued operations, net of tax

25

(28

)

(1,027

)

85

Net income (loss)

457

(6,122

)

(211

)

(5,677

)

Net income attributable to noncontrolling interest

1

43

8

77

Net income (loss) attributable to controlling interest

$

456

$

(6,165

)

$

(219

)

$

(5,754

)

Earnings (loss) per share-basic

Earnings (loss) from continuing operations

$

1.19

$

(18.67

)

$

2.27

$

(18.14

)

Earnings (loss) from discontinued operations

0.07

(0.09

)

(2.89

)

0.26

Earnings (loss) per share

$

1.26

$

(18.76

)

$

(0.62

)

$

(17.88

)

Earnings (loss) per share-diluted

Earnings (loss) from continuing operations

$

1.19

$

(18.67

)

$

2.27

$

(18.14

)

Earnings (loss) from discontinued operations

0.07

(0.09

)

(2.89

)

0.26

Earnings (loss) per share

$

1.26

$

(18.76

)

$

(0.62

)

$

(17.88

)

Weighted-average shares outstanding

Basic

359

329

356

322

Diluted

360

329

356

322

TRANSOCEAN LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions, except share data)

(Unaudited)

December 31,

2012

2011

Assets

Cash and cash equivalents

$

5,134

$

4,017

Accounts receivable, net

Trade

1,940

2,049

Other

260

127

Materials and supplies, net

610

529

Assets held for sale

179

26

Deferred income taxes, net

142

142

Other current assets

382

646

Total current assets

8,647

7,536

Property and equipment

26,967

24,833

Property and equipment of consolidated variable interest entities

1,092

2,252

Less accumulated depreciation

7,179

6,297

Property and equipment, net

20,880

20,788

Goodwill

2,987

3,217

Other assets

1,741

3,491

Total assets

$

34,255

$

35,032

Liabilities and equity

Accounts payable

$

1,047

$

880

Accrued income taxes

116

86

Debt due within one year

1,339

1,942

Debt of consolidated variable interest entities due within one year

28

245

Other current liabilities

2,933

2,375

Total current liabilities

5,463

5,528

Long-term debt

10,929

10,756

Long-term debt of consolidated variable interest entities

163

593

Deferred income taxes, net

366

487

Other long-term liabilities

1,604

1,925

Total long-term liabilities

13,062

13,761

Commitments and contingencies

Redeemable noncontrolling interest

--

116

Shares, CHF 15.00 par value, 402,282,355 authorized, 167,617,649 conditionally authorized at December 31, 2012 and 2011; 373,830,649 and 365,135,298 issued at December 31, 2012 and 2011, respectively; and 359,505,251 and 349,805,793 outstanding at December 31, 2012 and 2011, respectively

5,130

4,982

Additional paid-in capital

7,521

7,211

Treasury shares, at cost, 2,863,267 held at December 31, 2012 and 2011

(240

)

(240

)

Retained earnings

3,855

4,180

Accumulated other comprehensive loss

(521

)

(496

)

Total controlling interest shareholders' equity

15,745

15,637

Noncontrolling interest

(15

)

(10

)

Total equity

15,730

15,627

Total liabilities and equity

$

34,255

$

35,032

TRANSOCEAN LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

Three months ended
December 31,

Twelve months ended
December 31,

2012

2011

2012

2011

Cash flows from operating activities

Net income (loss)

$

457

$

(6,122

)

$

(211

)

$

(5,677

)

Adjustments to reconcile to net cash provided by operating activities

Amortization of drilling contract intangibles

(10

)

(13

)

(42

)

(45

)

Depreciation and amortization

278

290

1,123

1,109

Depreciation and amortization of assets in discontinued operations

--

82

183

342

Share-based compensation expense

25

21

97

95

Loss on impairment

--

5,201

140

5,201

Loss on impairment of assets in discontinued operations

3

6

986

38

(Gain) loss on disposal of assets, net

4

11

(36

)

12

Gain on disposal of assets in discontinued operations, net

(12

)

(8

)

(82

)

(183

)

Amortization of debt issue costs, discounts and premiums, net

16

30

68

125

Deferred income taxes

(29

)

(92

)

(133

)

(62

)

Other, net

25

59

72

144

Changes in deferred revenue, net

15

(23

)

(54

)

(16

)

Changes in deferred expenses, net

55

5

85

(61

)

Changes in operating assets and liabilities

96

1,156

512

803

Net cash provided by operating activities

923

603

2,708

1,825

Cash flows from investing activities

Capital expenditures

(657

)

(341

)

(1,303

)

(974

)

Capital expenditures for discontinued operations

(31

)

(9

)

(106

)

(46

)

Investment in business combination, net of cash acquired

--

(1,047

)

--

(1,246

)

Proceeds from disposal of assets, net

2

2

191

14

Proceeds from disposal of assets in discontinued operations, net

593

94

789

447

Payment for settlement of forward exchange contract

--

--

--

(78

)

Other, net

8

14

40

(13

)

Net cash used in investing activities

(85

)

(1,287

)

(389

)

(1,896

)

Cash flows from financing activities

Changes in short-term borrowings, net

--

(146

)

(260

)

(88

)

Proceeds from debt

--

2,934

1,493

2,939

Repayments of debt

(1,698

)

(2,137

)

(2,282

)

(2,409

)

Proceeds from restricted cash investments

13

479

311

479

Deposits to restricted cash investments

(9

)

(523

)

(167

)

(523

)

Proceeds from share issuance, net

--

1,211

--

1,211

Distribution of qualifying additional paid-in capital

--

(255

)

(278

)

(763

)

Other, net

(11

)

(108

)

(19

)

(112

)

Net cash provided by (used in) financing activities

(1,705

)

1,455

(1,202

)

734

Net increase (decrease) in cash and cash equivalents

(867

)

771

1,117

663

Cash and cash equivalents at beginning of period

6,001

3,246

4,017

3,354

Cash and cash equivalents at end of period

$

5,134

$

4,017

$

5,134

$

4,017

TRANSOCEAN LTD. AND SUBSIDIARIES

FLEET OPERATING STATISTICS

Operating Revenues (in millions)

Three months ended

Years ended
December 31,

December
31, 2012

September
30, 2012

December
31, 2011

2012

2011

Contract Drilling Revenues

High-Specification Floaters:

Ultra Deepwater Floaters

$

1,198

$

1,213

$

1,066

$

4,643

$

3,945

Deepwater Floaters

275

306

256

1,152

969

Harsh Environment Floaters

220

247

285

985

806

Total High-Specification Floaters

1,693

1,766

1,607

6,780

5,720

Midwater Floaters

464

424

333

1,573

1,462

High-Specification Jackups

108

110

58

378

176

Total Contract Drilling Revenues - continuing operations

2,265

2,300

1,998

8,731

7,358

Contract Intangible Revenue

10

10

13

42

45

Other Revenues

Client Reimbursable Revenues

40

46

36

162

142

Integrated Services and Other

3

-

13

10

53

Drilling Management Services

8

75

73

251

429

Total Other Revenues

51

121

122

423

624

Total Revenue from continuing operations

$

2,326

$

2,431

$

2,133

$

9,196

$

8,027

Average Daily Revenue (1)

Three months ended

Years ended
December 31,

December
31, 2012

September
30, 2012

December
31, 2011

2012

2011

Continuing operations:

High-Specification Floaters:

Ultra Deepwater Floaters

$

514,300

$

515,000

$

490,200

$

500,300

$

461,000

Deepwater Floaters

337,100

356,300

315,200

338,200

340,000

Harsh Environment Floaters

476,400

421,000

463,000

444,500

428,400

Total High-Specification Floaters

469,300

464,600

446,100

455,000

430,400

Midwater Floaters

280,300

264,500

264,800

262,200

286,400

High-Specification Jackups

162,400

154,600

107,300

141,300

108,500

Total Drilling Fleet:

$

382,000

$

376,200

$

369,900

$

370,300

$

367,600

(1)

Average daily revenue is defined as contract drilling revenues earned per operating day. An operating day is defined as a calendar day during which a rig is contracted to earn a dayrate during the firm contract period after commencement of operations.

TRANSOCEAN LTD. AND SUBSIDIARIES

FLEET OPERATING STATISTICS (continued)

Utilization (2)

Three months ended

Years ended
December 31,

December
31, 2012

September
30, 2012

December
31, 2011

2012

2011

Continuing operations:

High-Specification Floaters:

Ultra Deepwater Floaters

94

%

95

%

88

%

94

%

88

%

Deepwater Floaters

64

%

63

%

55

%

61

%

49

%

Harsh Environment Floaters

72

%

91

%

96

%

87

%

94

%

Total High-Specification Floaters

82

%

85

%

78

%

83

%

76

%

Midwater Floaters

72

%

70

%

57

%

66

%

59

%

High-Specification Jackups

81

%

86

%

74

%

84

%

57

%

Total Drilling Fleet

79

%

80

%

72

%

78

%

69

%

(2)

Rig utilization is defined as the total number of operating days divided by the total number of available rig calendar days in the measurement period, expressed as a percentage.

Revenue Efficiency(3)

Trailing Five Quarters and Historical Data

4Q 2012

3Q 2012

2Q 2012

1Q 2012

4Q 2011


FY 2012

FY 2011

FY 2010

Ultra Deepwater

95.5

%

95.9

%

92.4

%

89.0

%

89.6

%

93.2

%

87.9

%

89.0

%

Deepwater

90.9

%

96.1

%

94.5

%

83.1

%

89.7

%

91.4

%

90.7

%

91.5

%

Harsh Environment Floaters

97.3

%

95.4

%

97.9

%

97.8

%

98.0

%

97.1

%

97.4

%

96.0

%

Midwater Floaters

93.9

%

90.4

%

88.2

%

90.6

%

95.4

%

90.9

%

93.4

%

92.8

%

High Specification Jackups

95.2

%

97.2

%

94.3

%

92.1

%

93.4

%

95.0

%

94.8

%

94.7

%

Total Fleet

94.7

%

94.9

%

92.7

%

89.6

%

91.8

%

93.0

%

90.5

%

91.2

%

(3)

Revenue efficiency is defined as actual contract drilling revenues for the measurement period divided by the maximum revenue calculation for the measurement period, expressed as a percentage. Maximum revenue is defined as the greatest amount of contract drilling revenues the drilling unit could earn for the measurement period, excluding amounts related to incentive provisions.

TRANSOCEAN LTD. AND SUBSIDIARIES

SUPPLEMENTAL EFFECTIVE TAX RATE ANALYSIS

(In US$ millions, except percentages)

Three months ended

Years ended

December
31, 2012

September
30, 2012

December
31, 2011

December
31, 2012

December
31, 2011

Income (loss) from continuing operations before income taxes

$

358

$

638

$

(5,975

)

$

866

$

(5,438

)

Add back (subtract):

Litigation matters

--

8

1,000

758

1,000

Acquisition costs

--

--

17

1

22

Gain on disposal of other assets, net

--

(51

)

--

(51

)

--

Loss on impairment of goodwill and other assets

--

--

5,201

140

5,201

Loss on redeemed noncontrolling interest

--

--

--

25

--

Loss on forward exchange contract

--

--

--

--

78

Loss on marketable security

--

--

13

--

13

Gain on retirement of debt

--

(2

)

--

(2

)

--

Other, net

--

--

--

--

6

Adjusted income from continuing operations before income taxes

358

593

256

1,737

882

Income tax (benefit) expense from continuing operations

(74

)

105

119

50

324

Add back (subtract):

Litigation matters

--

2

--

2

--

Gain on disposal of other assets, net

--

(3

)

--

(3

)

--

Loss on impairment of goodwill and other assets

--

--

--

5

--

Changes in estimates (1)

102

(14

)

7

256

(14

)

Other, net

--

--

--

--

2

Adjusted income tax expense from continuing operations (2)

$

28

$

90

$

126

$

310

$

312

Effective Tax Rate (3)

-20.7

%

16.5

%

-2.0

%

5.8

%

-6.0

%

Annual Effective Tax Rate (4)

7.8

%

15.2

%

49.2

%

17.8

%

35.4

%

(1)

Our estimates change as we file tax returns, settle disputes with tax authorities or become aware of other events and include changes in (a) deferred taxes, (b) valuation allowances on deferred taxes and (c) other tax liabilities.

(2)

The three months and year ended December 31, 2012 includes $(37) million of additional tax expense (benefit) reflecting the catch-up effect of an increase (decrease) in the annual effective tax rate from the previous quarter estimate.

(3)

Effective Tax Rate is income tax expense divided by income before income taxes.

(4)

Annual Effective Tax Rate is income tax expense excluding various discrete items (such as changes in estimates and tax on items excluded from income before income taxes) divided by income before income taxes excluding gains and losses on sales and similar items pursuant to the accounting standards for income taxes and estimating the annual effective tax rate.

Transocean Ltd. and Subsidiaries

Non-GAAP Financial Measures and Reconciliations

Adjusted Net Income and Diluted Earnings Per Share

(in US$ millions, except per share data)

YTD

QTD

YTD

QTD

YTD

QTD

QTD

12/31/
12

12/31/
12

09/30/
12

09/30/
12

06/30/
12

06/30/
12

03/31/
12

Adjusted Net Income

Net income (loss) attributable to controlling interest, as reported

$

(219

)

$

456

$

(675

)

$

(381

)

$

(294

)

$

(304

)

$

10

Add back (subtract):

Litigation matters

756

-

756

6

750

750

-

Loss on impairment of goodwill and other assets

135

-

135

-

135

-

135

Gain on disposal of assets, net

(48

)

-

(48

)

(48

)

-

-

-

Gain on retirement of debt

(2

)

-

(2

)

(2

)

-

-

-

Loss on redeemed noncontrolling interest

25

-

25

-

25

14

11

Loss on impairment of discontinued operations

961

2

959

881

78

12

66

(Gain) loss on sale of discontinued operations

(69

)

(1

)

(68

)

2

(70

)

(72

)

2

(Gain) loss from discontinued operations

135

(26

)

161

33

128

59

69

Discrete tax items and other, net

(255

)

(101

)

(154

)

15

(169

)

(141

)

(28

)

Net income, as adjusted

$

1,419

$

330

$

1,089

$

506

$

583

$

318

$

265

Diluted Earnings Per Share:

Diluted earnings (loss) per share, as reported

$

(0.62

)

$

1.26

$

(1.90

)

$

(1.06

)

$

(0.84

)

$

(0.86

)

$

0.03

Add back (subtract):

Litigation matters

2.11

-

2.12

0.02

2.12

2.11

-

Loss on impairment of goodwill and other assets

0.38

-

0.38

-

0.38

-

0.38

Gain on disposal of assets, net

(0.13

)

-

(0.13

)

(0.13

)

-

-

-

Gain on retirement of debt

(0.01

)

-

(0.01

)

(0.01

)

-

-

-

Loss on redeemed noncontrolling interest

0.07

-

0.07

-

0.07

0.04

0.03

Loss on impairment of discontinued operations

2.70

-

2.70

2.45

0.23

0.03

0.19

(Gain) loss on sale of discontinued operations

(0.19

)

-

(0.19

)

0.01

(0.20

)

(0.20

)

0.01

(Gain) loss from discontinued operations

0.38

(0.07

)

0.45

0.09

0.36

0.17

0.19

Discrete tax items and other, net

(0.73

)

(0.28

)

(0.44

)

0.03

(0.48

)

(0.40

)

(0.08

)

Diluted earnings per share, as adjusted

$

3.96

$

0.91

$

3.05

$

1.40

$

1.64

$

0.89

$

0.75

YTD

QTD

YTD

QTD

YTD

QTD

QTD

12/31/
11

12/31/
11

09/30/
11

09/30/
11

06/30/
11

06/30/
11

03/31/
11

Adjusted Net Income

Net income (loss) attributable to controlling interest, as reported

$

(5,754

)

$

(6,165

)

$

411

$

(32

)

$

443

$

124

$

319

Add back (subtract):

Litigation matters

1,000

1,000

-

-

-

-

-

Acquisition costs

22

17

5

5

-

-

-

Loss on impairment of goodwill and other assets

5,201

5,201

-

-

-

-

-

Loss on marketable security

13

13

-

-

-

-

-

Loss on forward exchange contract

78

-

78

78

-

-

-

Loss on impairment of discontinued operations

34

4

30

5

25

25

-

(Gain) loss on sale of discontinued operations

(214

)

(24

)

(190

)

(14

)

(176

)

2

(178

)

Loss from discontinued operations

95

48

47

11

36

10

26

Discrete tax items and other, net

19

(8

)

27

(6

)

33

13

20

Net income, as adjusted

$

494

$

86

$

408

$

47

$

361

$

174

$

187

Diluted Earnings Per Share:

Diluted earnings (loss) per share, as reported

$

(17.88

)

$

(18.76

)

$

1.28

$

(0.10

)

$

1.38

$

0.38

$

0.99

Add back (subtract):

Litigation matters

3.10

3.04

-

-

-

-

-

Acquisition costs

0.07

0.05

0.02

0.02

-

-

-

Loss on impairment of goodwill and other assets

16.15

15.83

-

-

-

-

-

Loss on marketable security

0.04

0.04

-

-

-

-

-

Loss on forward exchange contract

0.24

-

0.26

0.25

-

-

-

Loss on impairment of discontinued operations

0.11

0.01

0.11

0.02

0.09

0.08

-

(Gain) loss on sale of discontinued operations

(0.66

)

(0.07

)

(0.62

)

(0.04

)

(0.56

)

0.01

(0.56

)

Loss from discontinued operations

0.29

0.15

0.16

0.03

0.11

0.03

0.08

Discrete tax items and other, net

0.06

(0.03

)

0.06

(0.03

)

0.10

0.04

0.07

Diluted earnings per share, as adjusted

$

1.52

$

0.26

$

1.27

$

0.15

$

1.12

$

0.54

$

0.58

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