UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
 
FORM 10-K
(Mark one)
 
þ  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2009
 
OR
 
¨  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _____ to _____.
 

 
Commission file number 000-53533
_________________________
 
TRANSOCEAN LTD.
(Exact name of registrant as specified in its charter)
 
Company Logo
 
Zug, Switzerland
98-0599916
(State or other jurisdiction
(I.R.S. Employer
of incorporation or organization)
Identification No.)
Blandonnet International Business Center
Chemin de Blandonnet 2
Building F, 7th Floor
Vernier, Switzerland
(Address of principal executive offices)
 
 
 
1214
(Zip Code)
 
Registrant’s telephone number, including area code: +41 (22) 930-9000
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of class
Exchange on which registered
Shares, par value CHF 15.00 per share
New York Stock Exchange

 
Securities registered pursuant to Section 12(g) of the Act: None
_________________________
 
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes þ   No ¨
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.   Yes ¨   No þ
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.   Yes þ   No ¨
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes þ   No ¨
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   þ
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller company.  See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer þ    Accelerated filer ¨    Non-accelerated filer (do not check if a smaller reporting company) ¨    Smaller reporting company ¨
 
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).   Yes ¨   No þ
 
As of June 30, 2009, 320,953,074 shares were outstanding and the aggregate market value of shares held by non-affiliates was approximately $23.8 billion (based on the reported closing market price of the shares of Transocean Ltd. on such date of $74.29 and assuming that all directors and executive officers of the Company are “affiliates,” although the Company does not acknowledge that any such person is actually an “affiliate” within the meaning of the federal securities laws).  As of February 19, 2010, 321,628,110 shares were outstanding.
 
DOCUMENTS INCORPORATED BY REFERENCE
 
Portions of the registrant’s definitive Proxy Statement to be filed with the Securities and Exchange Commission within 120 days of December 31, 2009, for its 2010 annual general meeting of shareholders, are incorporated by reference into Part III of this Form 10-K.

 
 

 

 

 
TRANSOCEAN LTD. AND SUBSIDIARIES
INDEX TO ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2009
 

Item
 
Page
     
 
PART I
 
ITEM 1.
4
ITEM 1A.
13
ITEM 1B.
23
ITEM 2.
23
ITEM 3.
23
ITEM 4.
26
     
 
PART II
 
ITEM 5.
28
ITEM 6.
31
ITEM 7.
32
ITEM 7A.
55
ITEM 8.
56
ITEM 9.
104
ITEM 9A.
104
ITEM 9B.
104
     
 
PART III
 
ITEM 10.
105
ITEM 11.
105
ITEM 12.
105
ITEM 13.
105
ITEM 14.
105
     
 
PART IV
 
ITEM 15.
105
     
     


- 2 -


 
Forward-Looking Information
 
 
The statements included in this annual report regarding future financial performance and results of operations and other statements that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Forward-looking statements in this annual report include, but are not limited to, statements about the following subjects:
 
§  
the offshore drilling market, including supply and demand, utilization rates, dayrates, customer drilling programs, commodity prices, stacking of rigs, reactivation of rigs, effects of new rigs on the market and effects of declines in commodity prices and the downturn in the global economy or market outlook for our various geographical operating sectors and classes of rigs,
§  
customer contracts, including contract backlog, contract commencements, contract extensions, contract terminations, contract option exercises, contract revenues, contract awards and rig mobilizations,
§  
newbuild, upgrade, shipyard and other capital projects, including completion, delivery and commencement of operation dates, expected downtime and lost revenue, the level of expected capital expenditures and the timing and cost of completion of capital projects,
§  
liquidity and adequacy of cash flow for our obligations, including our ability and the expected timing to access certain investments in highly liquid instruments,
§  
our results of operations and cash flow from operations, including revenues and expenses,
§  
uses of excess cash, including the payment of dividends and other distributions, debt retirement and share repurchases under our share repurchase program,
§  
the timing of acquisitions and dispositions and the proceeds of dispositions,
§  
tax matters, including our effective tax rate, changes in tax laws, treaties and regulations, tax assessments and liabilities for tax issues, including those associated with our activities in Brazil, Norway and the United States (“U.S.”),
§  
the listing of our shares on the SIX Swiss Exchange (“SIX”),
§  
legal and regulatory matters, including results and effects of legal proceedings and governmental audits and assessments, outcomes and effects of internal and governmental investigations, customs and environmental matters,
§  
insurance matters, including adequacy of insurance, insurance proceeds and cash investments of our wholly owned captive insurance company,
§  
debt levels, including impacts of the financial and economic downturn,
§  
effects of accounting changes and adoption of accounting policies, and
   §  
investments in recruitment, retention and personnel development initiatives, pension plan and other postretirement benefit plan contributions, the timing of severance payments and benefit payments.
 
Forward-looking statements in this annual report are identifiable by use of the following words and other similar expressions:
 
  § “anticipates”
§ “estimates”
§ “may”
§ “projects”
  § “believes”
§ “expects”
§ “might”
§ “scheduled”
  § “budgets”
§ “forecasts”
§ “plans”
§ “should”
  § “could”
§ “intends”
§ “predicts”
 
 
 
 
Such statements are subject to numerous risks, uncertainties and assumptions, including, but not limited to:
 
     
§  
those described under “Item 1A. Risk Factors,”
§  
the adequacy of sources of liquidity,
§  
our inability to obtain contracts for our rigs that do not have contracts,
§  
the cancellation of contracts currently included in our reported contract backlog,
§  
the effect and results of litigation, tax audits and contingencies, and
§  
other factors discussed in this annual report and in our other filings with the U.S. Securities and Exchange Commission (“SEC”), which are available free of charge on the SEC website at www.sec.gov.
 
The foregoing risks and uncertainties are beyond our ability to control, and in many cases, we cannot predict the risks and uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated.
 
 
All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties.  You should not place undue reliance on forward-looking statements.  Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements, except as required by law.
 

- 3 -


PART I
 
 
Business
 
 
Overview
 
 
Transocean Ltd. (together with its subsidiaries and predecessors, unless the context requires otherwise, “Transocean,” the “Company,” “we,” “us” or “our”) is a leading international provider of offshore contract drilling services for oil and gas wells.  As of February 2, 2010, we owned, had partial ownership interests in or operated 138 mobile offshore drilling units.  As of this date, our fleet consisted of 44 High-Specification Floaters (Ultra-Deepwater, Deepwater and Harsh Environment semisubmersibles and drillships), 26 Midwater Floaters, 10 High-Specification Jackups, 55 Standard Jackups and three Other Rigs.  In addition, we had five Ultra-Deepwater Floaters under construction.
 
 
We believe our mobile offshore drilling fleet is one of the most modern and versatile fleets in the world.  Our primary business is to contract our drilling rigs, related equipment and work crews predominantly on a dayrate basis to drill oil and gas wells.  We specialize in technically demanding segments of the offshore drilling business with a particular focus on deepwater and harsh environment drilling services.  We also provide oil and gas drilling management services on either a dayrate basis or a completed-project, fixed-price (or “turnkey”) basis, as well as drilling engineering and drilling project management services, and we participate in oil and gas exploration and production activities.
 
 
Transocean Ltd. is a Swiss corporation with principal executive offices located at Blandonnet International Business Center, Chemin de Blandonnet 2, Building F, 7th Floor, 1214 Vernier, Switzerland.  Our telephone number at that address is +41 22 930-9000.  Our shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “RIG.”  On February 16, 2010, we announced our intention to list our shares on the SIX in the second quarter of 2010, subject to the approval of the SIX.  Our shares will continue to be listed on the NYSE.  For information about the revenues, operating income, assets and other information related to our business, our segments and the geographic areas in which we operate, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Notes to Consolidated Financial Statements—Note 23—Segments, Geographical Analysis and Major Customers.
 
 
Background
 
 
In November 2007, we completed our merger transaction (the “Merger”) with GlobalSantaFe Corporation (“GlobalSantaFe”).  Immediately prior to the effective time of the Merger, each of Transocean Inc.’s outstanding ordinary shares was reclassified by way of a scheme of arrangement under Cayman Islands law into (1) 0.6996 Transocean Inc. ordinary shares and (2) $33.03 in cash (the “Reclassification” and together with the Merger, the “GSF Transactions”).  At the effective time of the Merger, each outstanding ordinary share of GlobalSantaFe (the “GlobalSantaFe Ordinary Shares”) was exchanged for (1) 0.4757 Transocean Inc. ordinary shares (after giving effect to the Reclassification) and (2) $22.46 in cash.  Transocean Inc. issued approximately 107,752,000 of its ordinary shares in connection with the Merger and distributed $14.9 billion in cash in connection with the GSF Transactions.  Transocean Inc. funded the payment of the cash consideration for the GSF Transactions with $15.0 billion of borrowings under a $15.0 billion, one-year senior unsecured bridge loan facility (the “Bridge Loan Facility”) and has since refinanced or repaid those borrowings and terminated the Bridge Loan Facility.  We included the financial results of GlobalSantaFe in our consolidated financial statements beginning November 27, 2007, the date the GlobalSantaFe Ordinary Shares were exchanged for Transocean Inc. ordinary shares.
 
 
In December 2008, Transocean Ltd. completed a transaction pursuant to an Agreement and Plan of Merger among Transocean Ltd., Transocean Inc., which was our former parent holding company, and Transocean Cayman Ltd., a company organized under the laws of the Cayman Islands that was a wholly owned subsidiary of Transocean Ltd., pursuant to which Transocean Inc. merged by way of schemes of arrangement under Cayman Islands law with Transocean Cayman Ltd., with Transocean Inc. as the surviving company and, as a result, a wholly owned subsidiary of Transocean Ltd. (the “Redomestication Transaction”).  In the Redomestication Transaction, Transocean Ltd. issued one of its shares in exchange for each ordinary share of Transocean Inc.  In addition, Transocean Ltd. issued 16 million of its shares to Transocean Inc. for future use to satisfy Transocean Ltd.’s obligations to deliver shares in connection with awards granted under our incentive plans or other rights to acquire shares of Transocean Ltd.  The Redomestication Transaction effectively changed the place of incorporation of our parent holding company from the Cayman Islands to Switzerland.  As a result of the Redomestication Transaction, Transocean Inc. became a direct, wholly owned subsidiary of Transocean Ltd.  In connection with the Redomestication Transaction, we relocated our principal executive offices to Vernier, Switzerland.  We refer to the Redomestication Transaction and the relocation of our principal executive offices together as the “Redomestication.”
 

- 4 -


 
Drilling Fleet
 
 
We principally operate three types of drilling rigs:
 
§  
drillships;
§  
semisubmersibles; and
§  
jackups.
 
Also included in our fleet are barge drilling rigs and a coring drillship.
 
 
Most of our drilling equipment is suitable for both exploration and development drilling, and we normally engage in both types of drilling activity.  Likewise, most of our drilling rigs are mobile and can be moved to new locations in response to customer demand.  All of our mobile offshore drilling units are designed for operations away from port for extended periods of time and most have living quarters for the crews, a helicopter landing deck and storage space for pipe and drilling supplies.
 
 
We categorize our fleet as follows: (1) “High-Specification Floaters,” consisting of our “Ultra-Deepwater Floaters,” “Deepwater Floaters” and “Harsh Environment Floaters,” (2) “Midwater Floaters,” (3) “High-Specification Jackups,” (4) “Standard Jackups” and (5) “Other Rigs.”  As of February 2, 2010, our fleet of 138 rigs, excluding rigs under construction, included:
 
§  
44 High-Specification  Floaters, which are comprised of:
§  
23 Ultra-Deepwater Floaters;
§  
16 Deepwater Floaters; and
§  
five Harsh Environment Floaters;
§  
26 Midwater Floaters;
§  
10 High-Specification Jackups;
§  
55 Standard Jackups; and
§  
three Other Rigs, which are comprised of:
§  
two barge drilling rigs; and
§  
one coring drillship.
 
As of February 2, 2010, our fleet was located in the Far East (25 units), U.K. North Sea (16 units), Middle East (16 units), U.S. Gulf of Mexico (15 units), West African countries other than Nigeria and Angola (14 units), India (12 units), Brazil (10 units), Nigeria (seven units), Angola (six units), Norway (five units), the Mediterranean (four units), Trinidad (two units), Australia (two units), Canada (two units), the Netherlands (one unit) and the Caspian Sea (one unit).
 
 
High-Specification Floaters are specialized offshore drilling units that we categorize into three sub-classifications based on their capabilities.  Ultra-Deepwater Floaters have high-pressure mud pumps and a water depth capability of 7,500 feet or greater.  Deepwater Floaters are generally those other semisubmersible rigs and drillships that have a water depth capacity between 7,500 and 4,500 feet.  Harsh Environment Floaters have a water depth capacity between 5,000 and 1,500 feet, are capable of drilling in harsh environments and have greater displacement, resulting in larger variable load capacity, more useable deck space and better motion characteristics.  Midwater Floaters are generally comprised of those non-high-specification semisubmersibles with a water depth capacity of less than 4,500 feet.  High-Specification Jackups consist of our harsh environment and high-performance jackups, and Standard Jackups consist of our remaining jackup fleet.  Other Rigs consist of rigs that are of a different type or use than those mentioned above.
 
 
Drillships are generally self-propelled, shaped like conventional ships and are the most mobile of the major rig types.  All of our high-specification drillships are dynamically positioned, which allows them to maintain position without anchors through the use of their onboard propulsion and station-keeping systems.  Drillships typically have greater load capacity than early generation semisubmersible rigs.  This enables them to carry more supplies on board, which often makes them better suited for drilling in remote locations where resupply is more difficult.  However, drillships are typically limited to calmer water conditions than those in which semisubmersibles can operate.  Our five existing Enhanced Enterprise-class and Enterprise-class drillships are, and four of our five additional newbuild drillships contracted for or under construction will be, equipped with our patented dual-activity technology.  Dual-activity technology includes structures, equipment and techniques for using two drilling stations within a single derrick to perform drilling tasks.  Dual-activity technology allows our rigs to perform simultaneous drilling tasks in a parallel rather than sequential manner.  Dual-activity technology reduces critical path activity and improves efficiency in both exploration and development drilling.
 
 
Semisubmersibles are floating vessels that can be submerged by means of a water ballast system such that the lower hulls are below the water surface during drilling operations.  These rigs are capable of maintaining their position over the well through the use of an anchoring system or a computer controlled dynamic positioning thruster system.  Some semisubmersible rigs are self-propelled and move between locations under their own power when afloat on pontoons although most are relocated with the assistance of tugs.  Typically, semisubmersibles are better suited than drillships for operations in rougher water conditions.  Our three Express-class semisubmersibles are designed for mild environments and are equipped with the unique tri-act derrick, which was designed to reduce overall well construction costs.  The tri-act derrick allows offline tubular and riser handling operations to occur at two sides of the derrick while the center portion of the derrick is being used for normal drilling operations through the rotary table.  Our three Development Driller-class semisubmersibles are equipped with our patented dual-activity technology.
 
 
 
- 5 -

 
 
Jackup rigs are mobile self-elevating drilling platforms equipped with legs that can be lowered to the ocean floor until a foundation is established to support the drilling platform.  Once a foundation is established, the drilling platform is then jacked further up the legs so that the platform is above the highest expected waves.  These rigs are generally suited for water depths of 400 feet or less.
 
 
We classify certain of our jackup rigs as High-Specification Jackups.  These rigs have greater operational capabilities than Standard Jackups and are able to operate in harsh environments, have higher capacity derricks, drawworks, mud systems and storage, and are typically capable of drilling to deeper depths.  Typically, these jackups also have deeper water depth capacity than Standard Jackups.
 
 
Depending on market conditions, we may idle or stack non-contracted rigs.  An idle rig is between contracts, readily available for operations, and operating costs are typically at or near normal levels.  A stacked rig is manned by a reduced crew or unmanned and typically has reduced operating costs and is (a) preparing for an extended period of inactivity, (b) expected to continue to be inactive for an extended period, or (c) completing a period of extended inactivity.  Some idle rigs and all stacked rigs require additional costs to return to service.  The actual cost, which could fluctuate over time, depends upon various factors, including the availability and cost of shipyard facilities, cost of equipment and materials and the extent of repairs and maintenance that may ultimately be required.  Under certain circumstances, the cost could be significant.  We consider these factors, together with market conditions, length of contract and dayrate and other contract terms, when deciding whether to return a stacked rig to service.  We may consider marketing stacked rigs as accommodation units or for other alternative uses, from time to time, until drilling activity increases and we obtain drilling contracts for these units.
 
 
As of February 2, 2010, we owned all of the drilling rigs in our fleet noted in the tables below, except for the following: (1) those specifically described as being owned wholly or in part by unaffiliated parties, (2) GSF Explorer, which is subject to a capital lease through July 2026 (3) GSF Jack Ryan, which is subject to a fully defeased capital lease through November 2020 and (4) Petrobras 10000, which is subject to a capital lease through August 2029.
 
 
In the tables presented below, the location of each rig indicates the current drilling location for operating rigs or the next operating location for rigs in shipyards with a follow-on contract, unless otherwise noted.  In addition to the rigs presented below, we also own or operate three Other Rigs, including two drilling barges and a coring drillship.
 
 
Rigs Under Construction (5)
 
 
The following table provides certain information regarding our Ultra-Deepwater Floaters under construction as of February 2, 2010:
 
     
Water
Drilling
 
     
depth
depth
 
   
Expected
capacity
capacity
Contracted
Name
Type
completion
(in feet)
(in feet)
location
Ultra-Deepwater Floaters (a)
         
Discoverer Inspiration (b)
HSD
1Q 2010
12,000
40,000
U.S. Gulf
Deepwater Champion (b)
HSD
1Q 2011
12,000
40,000
To be advised
Dhirubhai Deepwater KG2 (c)
HSD
1Q 2010
10,000
35,000
India
Discoverer India (b)
HSD
4Q 2010
10,000
40,000
India
Discoverer Luanda (b) (d)
HSD
3Q 2010
7,500
40,000
Angola
______________________________
 
“HSD” means high-specification drillship.
(a)
Dynamically positioned.
(b)
Dual-activity.
(c)
Owned through our 50 percent interest in Transocean Pacific Drilling Inc.
(d)
Owned through our 65 percent interest in Angola Deepwater Drilling Company Limited.

- 6 -


 
High-Specification Floaters (44)
 
 
The following table provides certain information regarding our High-Specification Floaters as of February 2, 2010:
 
   
Year
Water
Drilling
 
   
entered
depth
depth
 
   
service/
capacity
capacity
 
Name
Type
upgraded (a)
(in feet)
(in feet)
Location
Ultra-Deepwater Floaters (23)
         
Discoverer Clear Leader  (b) (c) (d)
HSD
2009
12,000
40,000
U.S. Gulf
Discoverer Americas (b) (c) (d)
HSD
2009
12,000
40,000
U.S. Gulf
Petrobras 10000 (b) (c)
HSD
2009
12,000
37,500
Angola
Dhirubhai Deepwater KG1 (b) (e)
HSD
2009
12,000
35,000
India
Discoverer Deep Seas (b) (c) (d)
HSD
2001
10,000
35,000
U.S. Gulf
Discoverer Enterprise (b) (c) (d)
HSD
1999
10,000
35,000
U.S. Gulf
Discoverer Spirit (b) (c) (d)
HSD
2000
10,000
35,000
U.S. Gulf
GSF C.R. Luigs (b)
HSD
2000
10,000
35,000
U.S. Gulf
GSF Jack Ryan (b)
HSD
2000
10,000
35,000
Nigeria
Deepwater Discovery (b)
HSD
2000
10,000
30,000
Brazil
Deepwater Expedition (b)
HSD
1999
10,000
30,000
India
Deepwater Frontier (b)
HSD
1999
10,000
30,000
India
Deepwater Horizon (b)
HSS
2001
10,000
30,000
U.S. Gulf
Deepwater Millennium (b)
HSD
1999
10,000
30,000
Brazil
Deepwater Pathfinder (b)
HSD
1998
10,000
30,000
Ivory Coast
Cajun Express (b) (f)
HSS
2001
8,500
35,000
U.S. Gulf
Deepwater Nautilus (g)
HSS
2000
8,000
30,000
U.S. Gulf
GSF Explorer (b)
HSD
1972/1998
7,800
30,000
Singapore
GSF Development Driller I (b) (c)
HSS
2005
7,500
37,500
U.S. Gulf
GSF Development Driller II (b) (c)
HSS
2005
7,500
37,500
U.S. Gulf
Development Driller III (b) (c)
HSS
2009
7,500
37,500
U.S. Gulf
Sedco Energy (b) (f)
HSS
2001
7,500
35,000
Nigeria
Sedco Express (b) (f)
HSS
2001
7,500
35,000
Angola
 
Deepwater Floaters (16)
         
Deepwater Navigator (b)
HSD
1971/2000
7,200
25,000
Brazil
Discoverer 534 (b)
HSD
1975/1991
7,000
25,000
India
Discoverer Seven Seas (b)
HSD
1976/1997
7,000
25,000
India
Transocean Marianas (g)
HSS
1979/1998
7,000
25,000
U.S. Gulf
Sedco 702 (b)
HSS
1973/2007
6,500
25,000
Ghana
Sedco 706 (b)
HSS
1976/2008
6,500
25,000
Brazil
Sedco 707 (b)
HSS
1976/1997
6,500
25,000
Brazil
GSF Celtic Sea (g)
HSS
1982/1998
5,750
25,000
Brazil
Jack Bates (g)
HSS
1986/1997
5,400
30,000
Australia
M.G. Hulme, Jr. (g)
HSS
1983/1996
5,000
25,000
Singapore
Sedco 709 (b)
HSS
1977/1999
5,000
25,000
Stacked
Transocean Richardson (g)
HSS
1988
5,000
25,000
Angola
Jim Cunningham (g)
HSS
1982/1995
4,600
25,000
Angola
Sedco 710 (b)
HSS
1983/2001
4,500
25,000
Brazil
Sovereign Explorer (g)
HSS
1984
4,500
25,000
Brazil
Transocean Rather (g)
HSS
1988
4,500
25,000
Idle
 
Harsh Environment Floaters (5) (g)
         
Henry Goodrich
HSS
1985/2007
5,000
30,000
Canada
Transocean Leader
HSS
1987/1997
4,500
25,000
Norwegian N. Sea
Paul B. Loyd, Jr.
HSS
1990
2,000
25,000
U.K. N. Sea
Transocean Arctic
HSS
1986
1,650
25,000
Norwegian N. Sea
Polar Pioneer
HSS
1985
1,500
25,000
Norwegian N. Sea
______________________________
 
“HSD” means high-specification drillship.
 
“HSS” means high-specification semisubmersible.
(a)
Dates shown are the original service date and the date of the most recent upgrade, if any.
(b)
Dynamically positioned.
(c)
Dual-activity.
(d)
Enhanced Enterprise-class or Enterprise-class rig.
(e)      Owned through our 50 percent interest in Transocean Pacific Drilling Inc.
(f)
Express-class rig.
(g)
Moored floaters.

- 7 -


 
Midwater Floaters (26)
 
 
The following table provides certain information regarding our Midwater Floaters as of February 2, 2010:
 
   
Year
Water
Drilling
 
   
entered
depth
depth
 
   
service/
capacity
capacity
 
Name
Type
upgraded (a)
(in feet)
(in feet)
Location
Sedco 700
OS
1973/1997
3,600
25,000
Stacked
Transocean Amirante
OS
1978/1997
3,500
25,000
U.S. Gulf
Transocean Legend
OS
1983
3,500
25,000
Australia
GSF Arctic I
OS
1983/1996
3,400
25,000
Brazil
C. Kirk Rhein, Jr.
OS
1976/1997
3,300
25,000
Stacked
Transocean Driller
OS
1991
3,000
25,000
Brazil
GSF Rig 135
OS
1983
2,800
25,000
Congo
Falcon 100
OS
1974/1999
2,400
25,000
Brazil
GSF Rig 140
OS
1983
2,400
25,000
Equatorial Guinea
GSF Aleutian Key
OS
1976/2001
2,300
25,000
Stacked
Sedco 703
OS
1973/1995
2,000
25,000
Stacked
GSF Arctic III
OS
1984
1,800
25,000
Stacked
Sedco 711
OS
1982
1,800
25,000
U.K. N. Sea
Transocean John Shaw
OS
1982
1,800
25,000
U.K. N. Sea
Sedco 712
OS
1983
1,600
25,000
Stacked
Sedco 714
OS
1983/1997
1,600
25,000
U.K. N. Sea
Actinia
OS
1982
1,500
25,000
Myanmar
GSF Arctic IV (b)
OS
1983/1999
1,500
25,000
U.K. North Sea
GSF Grand Banks
OS
1984
1,500
25,000
East Canada
Sedco 601
OS
1983
1,500
25,000
Malaysia
Sedneth 701
OS
1972/1993
1,500
25,000
Angola
Transocean Prospect
OS
1983/1992
1,500
25,000
U.K. N. Sea
Transocean Searcher
OS
1983/1988
1,500
25,000
Norwegian N. Sea
Transocean Winner
OS
1983
1,500
25,000
Norwegian N. Sea
J. W. McLean
OS
1974/1996
1,250
25,000
U.K. N. Sea
Sedco 704
OS
1974/1993
1,000
25,000
U.K. N. Sea
______________________________
 
“OS” means other semisubmersible.
(a)
Dates shown are the original service date and the date of the most recent upgrade, if any.
(b)
Owned by AWILCO Arctic IV Limited and operated by us under a short-term bareboat charter between us and AWILCO Arctic IV Limited.
 

 
 
High-Specification Jackups (10)
 
 
The following table provides certain information regarding our High-Specification Jackups as of February 2, 2010:
 
   
Year
Water
Drilling
 
   
entered
depth
depth
 
   
service/
capacity
capacity
 
Name
 
upgraded (a)
(in feet)
(in feet)
Location
GSF Constellation I
 
2003
400
30,000
Trinidad
GSF Constellation II
 
2004
400
30,000
Egypt
GSF Galaxy I
 
1991/2001
400
30,000
U.K. N. Sea
GSF Galaxy II
 
1998
400
30,000
U.K. N. Sea
GSF Galaxy III
 
1999
400
30,000
U.K. N. Sea
GSF Baltic
 
1983
375
25,000
Nigeria
GSF Magellan
 
1992
350
30,000
Stacked
GSF Monarch
 
1986
350
30,000
U.K. N. Sea
GSF Monitor
 
1989
350
30,000
Stacked
Trident 20
 
2000
350
25,000
Caspian Sea
______________________________
(a)
Dates shown are the original service date and the date of the most recent upgrades, if any.

- 8 -


 
Standard Jackups (55)
 
 
The following table provides certain information regarding our Standard Jackups as of February 2, 2010:
 
   
Year
Water
Drilling
 
   
entered
depth
depth
 
   
service/
capacity
capacity
 
Name
 
upgraded (a)
(in feet)
(in feet)
Location
Trident IX
 
1982
400
21,000
Idle
GSF Adriatic II
 
1981
350
25,000
Stacked
GSF Adriatic IX
 
1981
350
25,000
Nigeria
GSF Adriatic X
 
1982
350
30,000
Egypt
GSF Key Manhattan
 
1980
350
25,000
Idle
GSF Key Singapore
 
1982
350
25,000
Egypt
GSF Adriatic VI
 
1981
328
25,000
Stacked
GSF Adriatic VIII
 
1983
328
25,000
Nigeria
C. E. Thornton
 
1974
300
25,000
India
D. R. Stewart
 
1980
300
25,000
Italy
F. G. McClintock
 
1975
300
25,000
India
George H. Galloway
 
1984
300
25,000
Stacked
GSF Adriatic I
 
1981
300
25,000
Stacked
GSF Adriatic V
 
1979
300
25,000
Stacked
GSF Adriatic XI
 
1983
300
25,000
Stacked
GSF Compact Driller
 
1992
300
25,000
Thailand
GSF Galveston Key
 
1978
300
25,000
Vietnam
GSF Key Gibraltar
 
1976/1996
300
25,000
Stacked
GSF Key Hawaii
 
1982
300
25,000
Stacked
GSF Labrador
 
1983
300
25,000
U.K. N. Sea
GSF Main Pass I
 
1982
300
25,000
Arabian Gulf
GSF Main Pass IV
 
1982
300
25,000
Arabian Gulf
GSF Rig 136
 
1982/2002
300
25,000
Stacked
Harvey H. Ward
 
1981
300
25,000
Malaysia
J. T. Angel
 
1982
300
25,000
India
Randolph Yost
 
1979
300
25,000
India
Roger W. Mowell
 
1982
300
25,000
Malaysia
Ron Tappmeyer
 
1978
300
25,000
India
Transocean Shelf Explorer
 
1982
300
20,000
Stacked
Interocean III
 
1978/1993
300
25,000
Stacked
Transocean Nordic
 
1984
300
25,000
Stacked
Trident II
 
1977/1985
300
25,000
India
Trident IV-A
 
1980/1999
300
25,000
Stacked
Trident 17
 
1983
300
25,000
Stacked
Trident XII
 
1982/1992
300
25,000
India
Trident XIV
 
1982/1994
300
25,000
Angola
Trident 15
 
1982
300
25,000
Thailand
Trident 16
 
1982
300
25,000
Vietnam
Trident VIII
 
1981
300
21,000
Stacked
GSF Parameswara
 
1983
300
20,000
Indonesia
GSF Rig 134
 
1982
300
20,000
Malaysia
GSF High Island II
 
1979
270
20,000
Arabian Gulf
GSF High Island IV
 
1980/2001
270
20,000
Arabian Gulf
GSF High Island V
 
1981
270
20,000
Stacked
GSF High Island VII
 
1982
250
20,000
Cameroon
GSF High Island IX
 
1983
250
20,000
Stacked
GSF Rig 103
 
1974
250
20,000
Stacked
GSF Rig 105
 
1975
250
20,000
Egypt
GSF Rig 124
 
1980
250
20,000
Egypt
GSF Rig 127
 
1981
250
20,000
Stacked
GSF Rig 141
 
1982
250
20,000
Egypt
Transocean Comet
 
1980
250
20,000
Egypt
Transocean Mercury
 
1969/1998
250
20,000
Stacked
Trident VI
 
1981
220
21,000
Stacked
GSF Britannia
 
1968
200
20,000
Stacked
______________________________
(a)
Dates shown are the original service date and the date of the most recent upgrade, if any.
 
 
 
- 9 -

 
Markets
 
 
Our operations are geographically dispersed in oil and gas exploration and development areas throughout the world.  Although the cost of moving a rig and the availability of rig-moving vessels may cause the balance between supply and demand to vary between regions, significant variations do not tend to exist long-term because of rig mobility.  Consequently, we operate in a single, global offshore drilling market.  Because our drilling rigs are mobile assets and are able to be moved according to prevailing market conditions, we cannot predict the percentage of our revenues that will be derived from particular geographic or political areas in future periods.
 
 
In recent years, there has been increased emphasis by oil companies on exploring for hydrocarbons in deeper waters.  This deepwater focus is due, in part, to technological developments that have made such exploration more feasible and cost-effective.  Therefore, water-depth capability is a key component in determining rig suitability for a particular drilling project.  Another distinguishing feature in some drilling market sectors is a rig’s ability to operate in harsh environments, including extreme marine and climatic conditions and temperatures.
 
 
The deepwater and midwater market sectors are serviced by our semisubmersibles and drillships.  Although the term “deepwater” as used in the drilling industry to denote a particular sector of the market can vary and continues to evolve with technological improvements, we generally view the deepwater market sector as that which begins in water depths of approximately 4,500 feet and extends to the maximum water depths in which rigs are capable of drilling, which is currently approximately 12,000 feet.  We view the midwater market sector as that which covers water depths of about 300 feet to approximately 4,500 feet.
 
 
The global jackup market sector begins at the outer limit of the transition zone and extends to water depths of about 400 feet.  This sector has been developed to a significantly greater degree than the deepwater market sector because the shallower water depths have made it much more affordable and accessible than the deeper water market sectors.
 
 
The “transition zone” market sector is characterized by marshes, rivers, lakes, and shallow bay and coastal water areas.  We operate in this sector using our two barge drilling rigs located in Southeast Asia.
 
 
Contract Backlog
 
 
Our contract backlog at December 31, 2009 was approximately $31 billion, representing a 23 percent and 3 percent decrease compared to our contract backlog of $40 billion and $32 billion at December 31, 2008 and 2007, respectively.  See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Outlook—Drilling Market” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Performance and Other Key Indicators.”
 
 
Operating Revenues and Long-Lived Assets by Country
 
 
Operating revenues and long-lived assets by country are as follows (in millions):
 
   
Years ended December 31,
 
   
2009
   
2008
   
2007
 
Operating revenues
                       
U.S.
 
$
2,239
   
$
2,578
   
$
1,259
 
U.K.
   
1,563
     
2,012
     
848
 
India
   
1,084
     
890
     
761
 
Other countries (a)
   
6,670
     
7,194
     
3,509
 
Total operating revenues
 
$
11,556
   
$
12,674
   
$
6,377
 
 

 
   
December 31,
 
   
2009
   
2008
 
Long-lived assets
         
(As adjusted)
 
U.S.
 
$
6,203
   
$
4,128
 
South Korea
   
3,128
     
3,218
 
Other countries (a)
   
13,687
     
13,515
 
Total long-lived assets
 
$
23,018
   
$
20,861
 
______________________________
(a)
Other countries represents countries in which we operate that individually had operating revenues or long-lived assets representing less than 10 percent of total operating revenues earned or total long-lived assets for any of the periods presented.
 
 
 
- 10 -

 
Contract Drilling Services
 
 
Our contracts to provide offshore drilling services are individually negotiated and vary in their terms and provisions.  We obtain most of our contracts through competitive bidding against other contractors.  Drilling contracts generally provide for payment on a dayrate basis, with higher rates while the drilling unit is operating and lower rates for periods of mobilization or when drilling operations are interrupted or restricted by equipment breakdowns, adverse environmental conditions or other conditions beyond our control.
 
 
A dayrate drilling contract generally extends over a period of time covering either the drilling of a single well or group of wells or covering a stated term.  Certain of our contracts with customers may be cancelable at the option of the customer upon payment of an early termination payment.  Such payments may not, however, fully compensate us for the loss of the contract.  Contracts also customarily provide for either automatic termination or termination at the option of the customer typically without the payment of any termination fee, under various circumstances such as non-performance, in the event of downtime or impaired performance caused by equipment or operational issues, or sustained periods of downtime due to force majeure events.  Many of these events are beyond our control.  The contract term in some instances may be extended by the customer exercising options for the drilling of additional wells or for an additional term.  Our contracts also typically include a provision that allows the customer to extend the contract to finish drilling a well-in-progress.  During periods of depressed market conditions, our customers may seek to renegotiate firm drilling contracts to reduce their obligations or may seek to repudiate their contracts.  Suspension of drilling contracts will result in the reduction in or loss of dayrate for the period of the suspension.  If our customers cancel some of our contracts and we are unable to secure new contracts on a timely basis and on substantially similar terms, or if contracts are suspended for an extended period of time or if a number of our contracts are renegotiated, it could adversely affect our consolidated statement of financial position, results of operations or cash flows.  See “Item 1A. Risk Factors—Our drilling contracts may be terminated due to a number of events.”
 
 
Drilling Management Services
 
 
We provide drilling management services primarily on a turnkey basis through Applied Drilling Technology Inc., our wholly owned subsidiary, which primarily operates in the U.S. Gulf of Mexico, and through ADT International, a division of one of our U.K. subsidiaries, which primarily operates in the North Sea (together, “ADTI”).  As part of our turnkey drilling services, we provide planning, engineering and management services beyond the scope of our traditional contract drilling business and, thereby, assume greater risk.  Under turnkey arrangements, we typically assume responsibility for the design and execution of a well and deliver a logged or cased hole to an agreed depth for a guaranteed price for which payment is contingent upon successful completion of the well program.
 
 
In addition to turnkey drilling services, we participate in project management operations that include providing certain planning, management and engineering services, purchasing equipment and providing personnel and other logistical services to customers.  Our project management services differ from turnkey drilling services in that the customer assumes control of the drilling operations and thereby retains the risks associated with the project.
 
 
These drilling management services revenues represented less than three percent of our consolidated revenues for the year ended December 31, 2009.  In the course of providing drilling management services, ADTI may use a drilling rig in our fleet or contract for a rig owned by another contract driller.
 
 
Integrated Services
 
 
From time to time, we provide well and logistics services in addition to our normal drilling services through third party contractors and our employees.  We refer to these other services as integrated services, which are generally subject to individual contractual agreements executed to meet specific customer needs and may be provided on either a dayrate, cost plus or fixed-price basis, depending on the daily activity.  As of February 2, 2010, we were only performing such services in India.  These integrated services revenues represented less than two percent of our consolidated revenues for the year ended December 31, 2009.
 
 
Oil and Gas Properties
 
 
We conduct oil and gas exploration, development and production activities through our oil and gas subsidiaries.  We acquire interests in oil and gas properties principally in order to facilitate the awarding of turnkey contracts for our drilling management services operations.  Our oil and gas activities are conducted through Challenger Minerals Inc. and Challenger Minerals (North Sea) Limited (together, “CMI”), which holds property interests primarily in the U.S. offshore Louisiana and Texas and in the U.K. sector of the North Sea.  The oil and gas properties revenues represented less than one percent of our consolidated revenues for the year ended December 31, 2009.
 
 
Joint Venture, Agency and Sponsorship Relationships and Other Investments
 
 
In some areas of the world, local customs and practice or governmental requirements necessitate the formation of joint ventures with local participation, which we may or may not control.  We are an active participant in several joint venture drilling companies, principally in Angola, India, Indonesia, Malaysia and Nigeria.  Local laws or customs in some areas of the world also effectively mandate establishment of a relationship with a local agent or sponsor.  When appropriate in these areas, we enter into agency or sponsorship agreements.
 
 
 
- 11 -

 
 
We hold a 50 percent interest in Transocean Pacific Drilling Inc. (“TPDI”), a British Virgin Islands joint venture company formed by us and Pacific Drilling Limited (“Pacific Drilling”), a Liberian company, to own two ultra-deepwater drillships named Dhirubhai Deepwater KG1 and Dhirubhai Deepwater KG2, the latter of which is currently under construction and expected to be completed in the first quarter of 2010.  Under a management services agreement with TPDI, we currently provide construction management services for the Dhirubhai Deepwater KG2 and operating management services for the Dhirubhai Deepwater KG1, and we have agreed to provide operating management services for the Dhirubhai Deepwater KG2 after the drillship commences operations.  Beginning on October 18, 2010, Pacific Drilling will have the right to exchange its interest in the joint venture for our shares or cash at a purchase price based on an appraisal of the fair value of the drillships, subject to various adjustments.
 
 
We hold a 65 percent interest in Angola Deepwater Drilling Company Limited (“ADDCL”), a Cayman Islands joint venture company formed to construct, own and operate an ultra-deepwater drillship to be named Discoverer Luanda.  Angco Cayman Limited, a Cayman Islands company, holds the remaining 35 percent interest in ADDCL.  Under a management services agreement with ADDCL, we provide construction management services and have agreed to provide operating management services once the drillship begins operations, which is currently expected to be in the third quarter of 2010.  Beginning on the fifth anniversary of the first well commencement date, Angco Cayman Limited will have the right to exchange its interest in the joint venture for cash at a purchase price based on an appraisal of the fair value of the drillship, subject to various adjustments.
 
 
We hold a 50 percent interest in Overseas Drilling Limited (“ODL”), an unconsolidated Cayman Islands joint venture company, which owns the drillship Joides Resolution.  The drillship is contracted to perform drilling and coring operations in deep waters worldwide for the purpose of scientific research.  We manage and operate the vessel on behalf of ODL.
 
 
See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Related Party Transactions.”
 
 
Significant Customers
 
 
We engage in offshore drilling services for most of the leading international oil companies (or their affiliates), as well as for many government-controlled and independent oil companies.  Our most significant customer in 2009 was BP, accounting for 12 percent of our 2009 operating revenues.  The loss of this significant customer could, at least in the short term, have a material adverse effect on our results of operations.  No other customer accounted for 10 percent or more of our 2009 operating revenues.
 
 
Employees
 
 
We require highly skilled personnel to operate our drilling units.  We conduct extensive personnel recruiting, training and safety programs.  At December 31, 2009, we had approximately 19,300 employees, and we had engaged approximately 2,200 persons through contract labor providers.  Some of our employees working in Angola, the U.K. and Norway, are represented by, and some of our contracted labor work under, collective bargaining agreements.  Many of these represented individuals are working under agreements that are subject to ongoing salary negotiation in 2010.  These negotiations could result in higher personnel expenses, other increased costs or increased operation restrictions as the outcome of such negotiations apply to all offshore employees not just the union members.
 
 
Additionally, the unions in the U.K. sought an interpretation of the application of the Working Time Regulations to the offshore sector.  The Employment Tribunal issued its decision in favor of the unions and held, in part, that offshore workers are entitled to 28 days of annual leave.  Such decision has been overturned on appeal by the Employment Appeal Tribunal, but the unions have appealed this decision to the Court of Session for a hearing in June 2010.  The application of the Working Time Regulations to the offshore sector could result in higher labor costs and could undermine our ability to obtain a sufficient number of skilled workers in the U.K.
 
 
Legislation has been introduced in the U.S. Congress that could encourage additional unionization efforts in the U.S., as well as increase the chances that such efforts succeed.  Additional unionization efforts, if successful, new collective bargaining agreements or work stoppages could materially increase our labor costs and operating restrictions.
 
 
Technological Innovation
 
 
We are the world’s largest offshore drilling contactor and leading provider of drilling management services worldwide.  Our fleet is considered one of the most modern and versatile in the world due to its emphasis on technically demanding sectors of the offshore drilling business.  Since launching the offshore industry’s first jackup drilling rig in 1954, we have achieved a long history of technological innovations, including 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.  Nine of our existing fleet are, and four of our newbuilds will be, equipped with our patented dual-activity technology, which allows our rigs to perform simultaneous drilling tasks in a parallel rather than sequential manner and reduces critical path activity while improving efficiency in both exploration and development drilling.  The effective use of and continued improvements in technology are critical to the maintenance of our competitive position within the drilling services industry.  We expect to continue to develop technology internally or to acquire technology through strategic acquisitions.
 
 
 
- 12 -

 
 
Environmental Regulation
 
 
For a discussion of the effects of environmental regulation, see “Item 1A. Risk Factors—Compliance with or breach of environmental laws can be costly and could limit our operations.”
 
 
Our operations are subject to a variety of global environmental regulations.  We monitor environmental regulation in each country of operation and, while we see an increase in general environmental regulation, we have made and will continue to make the required expenditures to comply with current and future environmental requirements.  We make expenditures to further our commitment to environmental improvement and the setting of a global environmental standard as part of our wider corporate responsibility effort.  We assess the environmental impacts of our business, specifically in the areas of greenhouse gas emissions, climate change, discharges and waste management.  We report our global emissions data each year through the Carbon Disclosure Project in addition to a description of our actions being undertaken to manage under future emissions legislation under development in a number of countries in North America and Europe.  Our actions are designed to reduce risk in our future operations and promote sound environmental management.  While we continue to assess further projects designed to reduce our overall emissions, to date, we have not expended material amounts in order to comply with recent legislation, and we do not believe that our compliance with such requirements will have a material adverse effect upon our results of operations or competitive position or materially increase our capital expenditures. 
 
 
Available Information
 
 
Our website address is www.deepwater.com.  Information contained on or accessible from our website is not incorporated by reference into this annual report on Form 10-K and should not be considered a part of this report or any other filing that we make with the SEC.  We make available on this website free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file those materials with, or furnish those materials to, the SEC.  You may also find information related to our corporate governance, board committees and company code of business conduct and ethics on our website.  The SEC also maintains a website, www.sec.gov, that contains reports, proxy statements and other information regarding SEC registrants, including us.
 
 
We intend to satisfy the requirement under Item 5.05 of Form 8-K to disclose any amendments to our Code of Business Conduct and Ethics and any waiver from any provision of our Code of Business Conduct and Ethics by posting such information in the Corporate Governance section of our website at www.deepwater.com.
 
 
ITEM 1A.                 Risk Factors
 
 
Risks related to our business
 
 
The worldwide financial and economic downturn could have a material adverse effect on our revenue, profitability and financial position.
 
 
The worldwide financial and economic downturn reduced the availability of liquidity and credit to fund the continuation and expansion of industrial business operations worldwide.  The shortage of liquidity and credit combined with losses in worldwide equity markets led to an extended worldwide economic recession.  A slowdown in economic activity caused by the recession reduced worldwide demand for energy and resulted in an extended period of lower oil and natural gas prices.  Crude oil prices have declined from record levels in July 2008 and natural gas prices have also experienced sharp declines.  Declines in commodity prices, along with difficult conditions in the credit markets, have had a negative impact on our business, and this impact could continue or worsen.  Demand for our services depends on oil and natural gas industry activity and expenditure levels that are directly affected by trends in oil and, to a lesser extent, natural gas prices.  Demand for our services is particularly sensitive to the level of exploration, development, and production activity of, and the corresponding capital spending by, oil and natural gas companies, including national oil companies.  Any prolonged reduction in oil and natural gas prices could depress the immediate levels of exploration, development, and production activity.  Perceptions of longer-term lower oil and natural gas prices by oil and gas companies could similarly reduce or defer major expenditures given the long-term nature of many large-scale development projects.  Lower levels of activity result in a corresponding decline in the demand for our services, which could have a material adverse effect on our revenue and profitability.  Additionally, these factors may adversely impact our statement of financial position if they are determined to cause an impairment of our goodwill or intangible assets or of our long-lived assets or our assets held for sale.  The worldwide financial and economic downturn may also adversely affect the ability of shipyards to meet scheduled deliveries of our newbuild and other shipyard projects.
 
 
The worldwide financial and economic downturn may continue to negatively impact our business and financial condition.
 
 
The continued economic downturn and related instability in the global financial system has had, and may continue to have, an impact on our business and our financial condition.  Our ability to access the capital markets may be severely restricted at a time when we would like, or need, to access such markets, which could have an impact on our flexibility to react to changing economic and business conditions.  The economic downturn has impacted lenders participating in our credit facilities and our customers, and an extended or worsening economic downturn may cause them to fail to meet their obligations to us.
 
 
 
- 13 -

 
 
Our business depends on the level of activity in the offshore oil and gas industry, which is significantly affected by volatile oil and gas prices and other factors.
 
 
Our business depends on the level of activity in oil and gas exploration, development and production in offshore areas worldwide.  Oil and gas prices and market expectations of potential changes in these prices significantly affect this level of activity.  However, higher commodity prices do not necessarily translate into increased drilling activity since customers’ expectations of future commodity prices typically drive demand for our rigs.  Also, increased competition for customers’ drilling budgets could come from, among other areas, land-based energy markets in Africa, Russia, Western Asian countries, the Middle East, the U.S. and elsewhere.  The availability of quality drilling prospects, exploration success, relative production costs, the stage of reservoir development and political and regulatory environments also affect customers’ drilling campaigns.  Worldwide military, political and economic events have contributed to oil and gas price volatility and are likely to do so in the future.
 
 
Oil and gas prices are extremely volatile and are affected by numerous factors, including the following:
 
§  
worldwide demand for oil and gas including economic activity in the U.S. and other energy-consuming markets;
§  
the ability of the Organization of the Petroleum Exporting Countries (“OPEC”) to set and maintain production levels and pricing;
§  
the level of production in non-OPEC countries;
§  
the policies of various governments regarding exploration and development of their oil and gas reserves;
§  
advances in exploration and development technology; and
§  
the worldwide military and political environment, including uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities or other crises in the Middle East or other geographic areas or further acts of terrorism in the U.S., or elsewhere.
 
Our industry is highly competitive and cyclical, with intense price competition.
 
 
The offshore contract drilling industry is highly competitive with numerous industry participants, none of which has a dominant market share.  Drilling contracts are traditionally awarded on a competitive bid basis.  Intense price competition is often the primary factor in determining which qualified contractor is awarded a job, although rig availability and the quality and technical capability of service and equipment may also be considered.
 
 
Our industry has historically been cyclical and is impacted by oil and gas price levels and volatility.  There have been periods of high demand, short rig supply and high dayrates, followed by periods of low demand, excess rig supply and low dayrates.  Changes in commodity prices can have a dramatic effect on rig demand, and periods of excess rig supply intensify the competition in the industry and often result in rigs being idle for long periods of time.  Since the onset of the worldwide financial and economic downturn, we have experienced weakness in our Midwater Floater, High-Specification Jackups and Standard Jackup markets.  We have idled rigs, and may in the future, idle additional rigs or enter into lower dayrate contracts in response to market conditions.
 
 
During prior periods of high utilization and dayrates, industry participants have increased the supply of rigs by ordering the construction of new units.  This has typically resulted in an oversupply of drilling units and has caused a subsequent decline in utilization and dayrates, sometimes for extended periods of time.  There are numerous high-specification rigs and jackups under contract for construction.  The entry into service of these new units will increase supply and could curtail a strengthening, or trigger a reduction, in dayrates as rigs are absorbed into the active fleet.  Any further increase in construction of new drilling units would likely exacerbate the negative impact on utilization and dayrates.  Lower utilization and dayrates could adversely affect our revenues and profitability.  Prolonged periods of low utilization and dayrates could also result in the recognition of impairment charges on certain classes of our drilling rigs or our goodwill balance if future cash flow estimates, based upon information available to management at the time, indicate that the carrying values of these rigs, goodwill or other intangible assets may not be recoverable.
 
We rely heavily on a relatively small number of customers and the loss of a significant customer and/or a dispute that leads to the loss of a customer could have a material adverse impact on our financial results.
 
We engage in offshore drilling services for most of the leading international oil companies (or their affiliates), as well as for many government-controlled and independent oil companies.  Our most significant customer in 2009 was BP, accounting for 12 percent of our 2009 operating revenues.  The loss of this customer or another significant customer could, at least in the short term, have a material adverse effect on our results of operations.
 
 
Our operating and maintenance costs will not necessarily fluctuate in proportion to changes in operating revenues.
 
 
Our operating and maintenance costs will not necessarily fluctuate in proportion to changes in operating revenues.  Costs for operating a rig are generally fixed or only semi-variable regardless of the dayrate being earned.  In addition, should our rigs incur idle time between contracts, we typically will not reduce the staff on those rigs because we will use the crew to prepare the rig for its next contract.  During times of reduced activity, reductions in costs may not be immediate as portions of the crew may be required to prepare rigs for stacking, after which time the crew members are assigned to active rigs or dismissed.  In addition, as our rigs are mobilized from one geographic location to another, the labor and other operating and maintenance costs can vary significantly.  In general, labor costs increase primarily due to higher salary levels and inflation.  Equipment maintenance expenses fluctuate depending upon the type of activity the unit is performing and the age and condition of the equipment.  Contract preparation expenses vary based on the scope and length of contract preparation required and the duration of the firm contractual period over which such expenditures are amortized.
 
 
 
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Our shipyard projects and operations are subject to delays and cost overruns.
 
 
As of February 2, 2010, we had a total of five deepwater newbuild rig projects.  We also have a variety of other more limited shipyard projects at any given time.  These shipyard projects are subject to the risks of delay or cost overruns inherent in any such construction project resulting from numerous factors, including the following:
 
§  
shipyard availability;
§  
shortages of equipment, materials or skilled labor;
§  
unscheduled delays in the delivery of ordered materials and equipment;
§  
engineering problems, including those relating to the commissioning of newly designed equipment;
§  
work stoppages;
§  
customer acceptance delays;
§  
weather interference or storm damage;
§  
unanticipated cost increases; and
§  
difficulty in obtaining necessary permits or approvals.
 
These factors may contribute to cost variations and delays in the delivery of our upgraded and newbuild units and other rigs undergoing shipyard projects.  Delays in the delivery of these units would result in delay in contract commencement, resulting in a loss of revenue to us, and may also cause customers to terminate or shorten the term of the drilling contract for the rig pursuant to applicable late delivery clauses.  In the event of termination of one of these contracts, we may not be able to secure a replacement contract on as favorable terms, if at all.
 
 
Our operations also rely on a significant supply of capital and consumable spare parts and equipment to maintain and repair our fleet.  We also rely on the supply of ancillary services, including supply boats and helicopters.  Shortages in materials, delays in the delivery of necessary spare parts, equipment or other materials, or the unavailability of ancillary services could negatively impact our future operations and result in increases in rig downtime, and delays in the repair and maintenance of our fleet.
 
 
Our drilling contracts may be terminated due to a number of events.
 
 
Certain of our contracts with customers may be cancelable at the option of the customer upon payment of an early termination payment.  Such payments may not, however, fully compensate us for the loss of the contract.  Contracts also customarily provide for either automatic termination or termination at the option of the customer typically without the payment of any termination fee, under various circumstances such as non-performance, as a result of downtime or impaired performance caused by equipment or operational issues, or sustained periods of downtime due to force majeure events.  Many of these events are beyond our control.  During periods of depressed market conditions such as the current economic downturn, we are subject to an increased risk of our customers seeking to repudiate their contracts, including through claims of non-performance.  Our customers’ ability to perform their obligations under their drilling contracts with us may also be negatively impacted by the economic downturn.  If our customers cancel some of our contracts, and we are unable to secure new contracts on a timely basis and on substantially similar terms, or if contracts are suspended for an extended period of time or if a number of our contracts are renegotiated, it could adversely affect our consolidated statement of financial position, results of operations or cash flows.
 
 
Our current backlog of contract drilling revenue may not be fully realized.
 
 
Our contract backlog as of February 2, 2010 was approximately $30.4 billion.  This amount represents the firm term of the contract multiplied by the contractual operating rate, which may be higher than other rates included in the contract such as waiting on weather rate, repair rate or force majeure rate.  Our contract backlog includes signed drilling contracts and, in some cases, other definitive agreements awaiting contract execution.  We may not be able to realize the full amount of our contract backlog due to events beyond our control.  In addition, some of our customers have experienced liquidity issues, and these liquidity issues could increase if commodity prices decline to lower levels for an extended period of time.  Liquidity issues could lead our customers to go into bankruptcy or could encourage our customers to seek to repudiate, cancel or renegotiate these agreements for various reasons, as described under “Our drilling contracts may be terminated due to a number of events” above.  Our inability to realize the full amount of our contract backlog may have a material adverse effect on our consolidated statement of financial position, results of operations or cash flows.
 

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Our non-U.S. operations involve additional risks not associated with our U.S. operations.
 
 
We operate in various regions throughout the world, which may expose us to political and other uncertainties, including risks of:
 
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terrorist acts, war, piracy and civil disturbances;
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seizure, expropriation or nationalization of equipment;
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imposition of trade barriers;
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import-export quotas;
§  
wage and price controls;
§  
unexpected changes in law and regulatory requirements, including changes in interpretation and enforcement of existing laws;
§  
damage to our equipment or violence directed at our employees, including kidnappings;
§  
complications associated with supplying, repairing and replacing equipment in remote locations; and
§  
the inability to repatriate income or capital.
 
 
We are protected to some extent against loss of capital assets, but generally not loss of revenue, from most of these risks through indemnity provisions in our drilling contracts.  Our assets are generally not insured against risk of loss due to perils such as terrorist acts, civil unrest, expropriation, nationalization and acts of war.
 
 
Many governments favor or effectively require the awarding of drilling contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.  These practices may adversely affect our ability to compete.
 
 
Our non-U.S. contract drilling operations are subject to various laws and regulations in certain countries in which we operate, including laws and regulations relating to the import and export, equipment and operation of drilling units, currency conversions and repatriation, oil and gas exploration and development, and taxation of offshore earnings and earnings of expatriate personnel.  We are also subject to the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) and other U.S. laws and regulations governing our international operations.  In addition, various state and municipal governments, universities and other investors have proposed or adopted divestment and other initiatives regarding investments (including, with respect to state governments, by state retirement systems) in companies that do business with countries that have been designated as state sponsors of terrorism by the U.S. State Department.  We had a noncontrolling interest in a Libyan joint venture that operates to a limited extent in Syria, which has been designated as a state sponsor of terrorism by the U.S. State Department.  We sold our noncontrolling interest in this joint venture in November 2009.  Our internal compliance program has identified and we have self-reported a potential OFAC compliance issue involving the shipment of goods by a freight forwarder through Iran, a country that has been designated as a state sponsor of terrorism by the U.S. State Department.  See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Outlook–Regulatory Matters.”  We also operate a rig in Myanmar, a country that is subject to some U.S. trading sanctions.  Failure to comply with applicable laws and regulations, including those relating to sanctions and export restrictions, may subject us to criminal sanctions or civil remedies, including fines, denial of export privileges, injunctions or seizures of assets.  Investors could view any potential violations of OFAC regulations negatively, which could adversely affect our reputation and the market for our shares.
 
 
Governments in some foreign countries have become increasingly active in regulating and controlling the ownership of concessions and companies holding concessions, the exploration for oil and gas and other aspects of the oil and gas industries in their countries.  In addition, government action, including initiatives by OPEC, may continue to cause oil or gas price volatility.  In some areas of the world, this governmental activity has adversely affected the amount of exploration and development work done by major oil companies and may continue to do so.
 
 
A substantial portion of our drilling contracts are partially payable in local currency.  Those amounts may exceed our local currency needs, leading to the accumulation of excess local currency, which, in certain instances, may be subject to either temporary blocking or other difficulties converting to U.S. dollars.  Excess amounts of local currency may be exposed to the risk of currency exchange losses.
 
 
The shipment of goods, services and technology across international borders subjects us to extensive trade laws and regulations.  Our import and export activities are governed by unique customs laws and regulations in each of the countries where we operate.  Moreover, many countries, including the U.S., control the import and export of certain goods, services and technology and impose related import and export recordkeeping and reporting obligations.  Governments also may impose economic sanctions against certain countries, persons and other entities that may restrict or prohibit transactions involving such countries, persons and entities, and we are also subject to the U.S. anti-boycott law.
 
 
The laws and regulations concerning import and export activity, recordkeeping and reporting, import and export control and economic sanctions are complex and constantly changing.  These laws and regulations may be enacted, amended, enforced or interpreted in a manner materially impacting our operations.  The adverse impact of the global economic crisis may increase some foreign government’s efforts to enact, enforce, amend or interpret laws and regulations as a method to increase revenue.  Shipments can be delayed and denied import or export for a variety of reasons, some of which are outside our control and some of which may result from failure to comply with existing legal and regulatory regimes.  Shipping delays or denials could cause unscheduled operational downtime.  Any failure to comply with these applicable legal and regulatory obligations also could result in criminal and civil penalties and sanctions, such as fines, imprisonment, debarment from government contracts, seizure of shipments and loss of import and export privileges.
 
 
 
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An inability to obtain visas and work permits for our employees on a timely basis could hurt our operations and have an adverse effect on our business.
 
 
Our ability to operate worldwide depends on our ability to obtain the necessary visas and work permits for our personnel to travel in and out of, and to work in, the jurisdictions in which we operate.  Governmental actions in some of the jurisdictions in which we operate may make it difficult for us to move our personnel in and out of these jurisdictions by delaying or withholding the approval of these permits.  As a result of a change in government enforcement of the immigration policy in Angola, we have recently experienced considerable difficulty in obtaining the necessary visas and work permits for our employees to work in Angola, where we operate a number of rigs.  If we are not able to obtain visas and work permits for the employees we need to operate our rigs on a timely basis, we might not be able to perform our obligations under our drilling contracts, which could allow our customers to cancel the contracts.  If our customers cancel some of our contracts, and we are unable to secure new contracts on a timely basis and on substantially similar terms, it could adversely effect our consolidated statement of financial position, results of operations or cash flows.
 
 
Failure to comply with the U.S. Foreign Corrupt Practices Act could result in fines, criminal penalties, drilling contract terminations and an adverse effect on our business.
 
 
As an international company, we are subject to many laws and regulations, including but not limited to the U.S. Foreign Corrupt Practices Act (“FCPA”).  We are currently involved in several investigations by the U.S. Department of Justice and the SEC involving our operations and whether or not we or any of our employees have violated the FCPA.  We cannot predict the ultimate outcome of any current or future investigations, the total costs to be incurred in completing such investigations, the potential impact on personnel, the effect of implementing any further measures that may be necessary to ensure full compliance with applicable laws or to what extent, if at all, we could be subject to fines, sanctions or other penalties which could be material under certain circumstances.
 
 
Our current investigations include a review of amounts paid to and by customs brokers in connection with the obtaining of permits for the temporary importation of vessels and the clearance of goods and materials.  These permits and clearances are necessary in order for us to operate our vessels in certain jurisdictions.  There is a risk that we may not be able to obtain import permits or renew temporary importation permits in West African countries, including Nigeria, in a manner that complies with the FCPA.  As a result, we may not have the means to renew temporary importation permits for rigs located in the relevant jurisdictions as they expire or to send goods and equipment into those jurisdictions, in which event we may be forced to terminate the pending drilling contracts and relocate the rigs or leave the rigs in these countries and risk permanent importation issues, either of which could have an adverse effect on our financial results.  In addition, termination of drilling contracts could result in damage claims by customers.  Following the completion of existing investigations, we will continue to be subject to the FCPA and these risks.  See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Outlook–Regulatory Matters.”
 
 
Our labor costs and the operating restrictions under which we operate could increase as a result of collective bargaining negotiations and changes in labor laws and regulations.
 
 
Some of our employees working in Angola, the U.K. and Norway, are represented by, and some of our contracted labor work under, collective bargaining agreements.  Many of these represented individuals are working under agreements that are subject to ongoing salary negotiation in 2010.  These negotiations could result in higher personnel expenses, other increased costs or increased operation restrictions as the outcome of such negotiations apply to all offshore employees not just the union members.  Additionally, the unions in the U.K. sought an interpretation of the application of the Working Time Regulations to the offshore sector.  The Employment Tribunal issued its decision in favor of the unions and held, in part, that offshore workers are entitled to 28 days of annual leave.  Such decision has been overturned on appeal by the Employment Appeal Tribunal, but the unions have appealed this decision of the Court of Session for a hearing in June 2010.  The application of the Working Time Regulations to the offshore sector could result in higher labor costs and could undermine our ability to obtain a sufficient number of skilled workers in the U.K.  Legislation has been introduced in the U.S. Congress that could encourage additional unionization efforts in the U.S., as well as increase the chances that such efforts succeed.  Additional unionization efforts, if successful, new collective bargaining agreements or work stoppages could materially increase our labor costs and operating restrictions.
 
 
Our business involves numerous operating hazards.
 
 
Our operations are subject to the usual hazards inherent in the drilling of oil and gas wells, such as blowouts, reservoir damage, loss of production, loss of well control, punch-throughs, craterings, fires and natural disasters such as hurricanes and tropical storms.  In particular, the South China Sea, the Northwest Coast of Australia and the Gulf of Mexico area are subject to typhoons, hurricanes or other extreme weather conditions on a relatively frequent basis, and our drilling rigs in these regions may be exposed to damage or total loss by these storms, some of which may not be covered by insurance.  The occurrence of these events could result in the suspension of drilling operations, damage to or destruction of the equipment involved and injury to or death of rig personnel.  Some experts believe global climate change could increase the frequency and severity of these extreme weather conditions.  We are also subject to personal injury and other claims by rig personnel as a result of our drilling operations.  Operations also may be suspended because of machinery breakdowns, abnormal drilling conditions, failure of subcontractors to perform or supply goods or services, or personnel shortages.  In addition, offshore drilling operations are subject to perils peculiar to marine operations, including capsizing, grounding, collision and loss or damage from severe weather.  Damage to the environment could also result from our operations, particularly through oil spillage or extensive uncontrolled fires.  We may also be subject to property, environmental
 
 
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and other damage claims by oil and gas companies.  Our insurance policies and contractual rights to indemnity may not adequately cover losses, and we do not have insurance coverage or rights to indemnity for all risks.  Consistent with standard industry practice, our customers generally assume, and indemnify us against, well control and subsurface risks under dayrate contracts.  These are risks associated with the loss of control of a well, such as blowout or cratering, the cost to regain control of or redrill the well and associated pollution.  However, there can be no assurance that these customers will be financially able to indemnify us against all these risks.
 
 
We maintain insurance coverage for property damage, occupational injury and illness, and general and marine third-party liabilities.  We generally have no coverage for named storms in the U.S. Gulf of Mexico and war perils worldwide.  Also, pollution and environmental risks generally are not totally insurable.  We maintain large self-insured deductibles for damage to our offshore drilling equipment and third-party liabilities.  We also self-insure coverage for expenses to ADTI and CMI related to well control and redrill liability for well blowouts.
 
 
If a significant accident or other event occurs and is not fully covered by insurance or an enforceable or recoverable indemnity from a customer, it could adversely affect our consolidated statement of financial position, results of operations or cash flows.  The amount of our insurance may be less than the related impact on enterprise value after a loss.  Our insurance coverage will not in all situations provide sufficient funds to protect us from all liabilities that could result from our drilling operations.  Our coverage includes annual aggregate policy limits.  As a result, we retain the risk through self-insurance for any losses in excess of these limits.  We generally do not carry insurance for loss of revenue unless contractually required, and certain other claims may also not be reimbursed by insurance carriers.  Any such lack of reimbursement may cause us to incur substantial costs.  In addition, we could decide to retain substantially more risk through self-insurance in the future.  Moreover, no assurance can be made that we will be able to maintain adequate insurance in the future at rates we consider reasonable or be able to obtain insurance against certain risks.  As of February 19, 2010, all of the rigs that we owned or operated were covered by existing insurance policies.
 
 
Regulation of greenhouse gases and climate change could have a negative impact on our business.
 
 
Some scientific studies have suggested that emissions of certain gases, commonly referred to as “greenhouse gases” (“GHGs”) and including carbon dioxide and methane, may be contributing to warming of the Earth’s atmosphere and other climatic changes.  In response to such studies, the issue of climate change and the effect of GHG emissions, in particular emissions from fossil fuels, is attracting increasing attention worldwide.
 
 
On October 30, 2009, the U.S. Environmental Protection Agency (“EPA”) published a final rule requiring the reporting of GHG emissions from specified large sources in the U.S. beginning in 2011 for emissions occurring in 2010.  In addition, on December 15, 2009, the EPA published a final rule finding that current and projected concentrations of six key GHGs in the atmosphere threaten public health and welfare of current and future generations.  The EPA also found that the combined emissions of these GHGs from new motor vehicles and new motor vehicle engines contribute to the GHG pollution that threatens public health and welfare.  This final rule, also known as EPA’s “Endangerment Finding,” does not impose any requirements on industry or other entities directly; however, after the rule’s January 14, 2010 effective date, the EPA will be able to finalize motor vehicle GHG standards, the effect of which could reduce demand for motor fuels refined from crude oil.  Finally, according to the EPA, the final motor vehicle GHG standards will trigger construction and operating permit requirements for stationary sources.  As a result, the EPA has proposed to tailor these programs such that only stationary sources, including refineries that emit over 25,000 tons of GHG emissions per year, will be subject to air permitting requirements.  In addition, on September 22, 2009, the EPA issued a “Mandatory Reporting of Greenhouse Gases” final rule.  This rule establishes a new comprehensive scheme requiring operators of stationary sources emitting more than established annual thresholds of carbon dioxide-equivalent GHGs to inventory and report their GHG emissions annually on a facility-by-facility basis.  Further, proposed legislation has been introduced in the U.S. Congress that would establish an economy-wide cap on emissions of GHGs in the U.S. and would require most sources of GHG emissions to obtain GHG emission “allowances” corresponding to their annual emissions of GHGs.  Moreover, in 2005, the Kyoto Protocol to the 1992 United Nations Framework Convention on Climate Change, which establishes a binding set of emission targets for greenhouse gases, became binding on all those countries that had ratified it.  International discussions are currently underway to develop a treaty to replace the Kyoto Protocol after its expiration in 2012.
 
 
Because our business depends on the level of activity in the offshore oil and gas industry, existing or future laws, regulations, treaties or international agreements related to GHGs and climate change, including incentives to conserve energy or use alternative energy sources, could have a negative impact on our business if such laws, regulations, treaties or international agreements reduce the worldwide demand for oil and gas.  In addition, such laws, regulations, treaties or international agreements could result in increased compliance costs or additional operating restrictions, which may have a negative impact on our business.
 
 
Failure to retain key personnel could hurt our operations.
 
 
We require highly skilled personnel to operate and provide technical services and support for our business worldwide.  Over the last few years, competition for the labor required for drilling operations, including for turnkey drilling and drilling management services businesses and construction projects, intensified as the number of rigs activated, added to worldwide fleets or under construction increased, leading to shortages of qualified personnel in the industry and creating upward pressure on wages and higher
 
 
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turnover.  We may experience a reduction in the experience level of our personnel as a result of any increased turnover, which could lead to higher downtime and more operating incidents, which in turn could decrease revenues and increase costs.  In response to these historical labor market conditions, we increased efforts in our recruitment, training, development and retention programs as required to meet our anticipated personnel needs.  Although we expect current market conditions to slow employee turnover, if increased competition for labor were to intensify in the future we may experience further increases in costs or limits on operations.
 
 
We have a substantial amount of debt, and we may lose the ability to obtain future financing and suffer competitive disadvantages.
 
 
Our overall debt level was $12 billion and $14 billion at December 31, 2009 and December 31, 2008, respectively.  This substantial level of debt and other obligations could have significant adverse consequences on our business and future prospects, including the following:
 
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we may not be able to obtain financing in the future for working capital, capital expenditures, acquisitions, debt service requirements or other purposes;
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we may not be able to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to service the debt;
§  
we could become more vulnerable to general adverse economic and industry conditions, including increases in interest rates, particularly given our substantial indebtedness, some of which bears interest at variable rates;
§  
we may not be able to meet financial ratios included in our bank credit agreements due to market conditions or other events beyond our control, which could result in a default under these agreements and trigger cross default provisions in our other debt instruments;
§  
less levered competitors could have a competitive advantage because they have lower debt service requirements; and
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we may be less able to take advantage of significant business opportunities and to react to changes in market or industry conditions than our competitors.
 
Our overall debt level and/or market conditions could lead the credit rating agencies to lower our corporate credit ratings below currently expected levels and possibly below investment grade.
 
 
Our high leverage level and/or market conditions could lead the credit rating agencies to downgrade our credit ratings below currently expected levels and possibly to non-investment grade levels.  Such ratings levels could limit our ability to refinance our existing debt, cause us to issue debt with unfavorable terms and conditions and increase certain fees we pay under our credit facilities.  In addition, such ratings levels could negatively impact current and prospective customers’ willingness to transact business with us.  Suppliers may lower or eliminate the level of credit provided through payment terms when dealing with us thereby increasing the need for higher levels of cash on hand, which would decrease our ability to repay debt balances.  Our credit ratings are currently BBB+ and Baa2 by Standard & Poor’s and Moody’s, respectively.
 
 
We are subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverse effect on us.
 
 
We are subject to a variety of litigation and may be sued in additional cases.  Certain of our subsidiaries are named as defendants in numerous lawsuits alleging personal injury as a result of exposure to asbestos or toxic fumes or resulting from other occupational diseases, such as silicosis, and various other medical issues that can remain undiscovered for a considerable amount of time.  Some of these subsidiaries that have been put on notice of potential liabilities have no assets.  Our patent for dual-activity technology has been challenged, and we have been accused of infringing other patents.  Other subsidiaries are subject to litigation relating to environmental damage.  We cannot predict the outcome of the cases involving those subsidiaries or the potential costs to resolve them.  Insurance may not be applicable or sufficient in all cases, insurers may not remain solvent, and policies may not be located.  Suits against non-asset-owning subsidiaries have and may in the future give rise to alter ego or successor-in-interest claims against us and our asset-owning subsidiaries to the extent a subsidiary is unable to pay a claim or insurance is not available or sufficient to cover the claims.  To the extent that one or more pending or future litigation matters is not resolved in our favor and is not covered by insurance, a material adverse effect on our financial results and condition could result.
 
 
Public health threats could have a material adverse effect on our operations and our financial results.
 
 
Public health threats, such as the H1N1 flu virus, Severe Acute Respiratory Syndrome, and other highly communicable diseases, outbreaks of which have already occurred in various parts of the world in which we operate, could adversely impact our operations, the operations of our customers and the global economy, including the worldwide demand for oil and natural gas and the level of demand for our services.  Any quarantine of personnel or inability to access our offices or rigs could adversely affect our operations.  Travel restrictions or operational problems in any part of the world in which we operate, or any reduction in the demand for drilling services caused by public health threats in the future, may materially impact operations and adversely affect our financial results.
 
 
Compliance with or breach of environmental laws can be costly and could limit our operations.
 
 
Our operations are subject to regulations controlling the discharge of materials into the environment, requiring removal and cleanup of materials that may harm the environment or otherwise relating to the protection of the environment.  For example, as an operator of mobile offshore drilling units in navigable U.S. waters and some offshore areas, we may be liable for damages and costs incurred in connection with oil spills or waste disposals related to those operations.  Laws and regulations protecting the environment
 
 
 
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have become more stringent in recent years, and may in some cases impose strict liability, rendering a person liable for environmental damage without regard to negligence.  These laws and regulations may expose us to liability for the conduct of or conditions caused by others or for acts that were in compliance with all applicable laws at the time they were performed.  The application of these requirements or the adoption of new requirements could have a material adverse effect on our consolidated statement of financial position, results of operations or cash flows.
 
 
We have generally been able to obtain some degree of contractual indemnification pursuant to which our customers agree to protect and indemnify us against liability for pollution, well and environmental damages; however, there is no assurance that we can obtain such indemnities in all of our contracts or that, in the event of extensive pollution and environmental damages, our customers will have the financial capability to fulfill their contractual obligations to us.  Also, these indemnities may not be enforceable in all instances.
 
 
Our ability to operate our rigs in the U.S. Gulf of Mexico could be restricted by governmental regulation.
 
 
Hurricanes Ivan, Katrina and Rita in 2005 and Hurricanes Gustav and Ike in 2008 caused damage to a number of rigs in the U.S. Gulf of Mexico.  Rigs that were moved off location by the storms damaged platforms, pipelines, wellheads and other drilling rigs.  In 2006, the Minerals Management Service of the U.S. Department of the Interior (“MMS”) issued interim guidelines requiring that semisubmersibles operating in the U.S. Gulf of Mexico assess their mooring systems against stricter criteria.  In 2007, additional guidelines were issued which impose stricter criteria, requiring rigs to meet 25-year storm conditions.  Although all of our semisubmersibles currently operating in the U.S. Gulf of Mexico meet the 2007 requirements, these guidelines may negatively impact our ability to operate other semisubmersibles in the U.S. Gulf of Mexico in the future.  Moreover, the MMS may issue additional regulations that could increase the cost of operations or reduce the area of operations for our rigs in the future, thus reducing their marketability.  Implementation of additional MMS regulations may subject us to increased costs or limit the operational capabilities of our rigs and could materially and adversely affect our operations in the U.S. Gulf of Mexico.
 
 
Acts of terrorism and social unrest could affect the markets for drilling services.
 
 
Acts of terrorism and social unrest, brought about by world political events or otherwise, have caused instability in the world’s financial and insurance markets in the past and may occur in the future.  Such acts could be directed against companies such as ours.  In addition, acts of terrorism and social unrest could lead to increased volatility in prices for crude oil and natural gas and could affect the markets for drilling services.  Insurance premiums could increase and coverages may be unavailable in the future.  U.S. government regulations may effectively preclude us from actively engaging in business activities in certain countries.  These regulations could be amended to cover countries where we currently operate or where we may wish to operate in the future.
 
 
Other risks
 
 
A change in tax laws, treaties or regulations, or their interpretation, of any country in which we operate could result in a higher tax rate on our worldwide earnings, which could result in a significant negative impact on our earnings and cash flows from operations.
 
 
We operate worldwide through our various subsidiaries.  Consequently, we are subject to changes in applicable tax laws, treaties or regulations in the jurisdictions in which we operate, which could include laws or policies directed toward companies organized in jurisdictions with low tax rates.  A material change in the tax laws or policies, or their interpretation, of any country in which we have significant operations, or in which we are incorporated or resident, could result in a higher effective tax rate on our worldwide earnings and such change could be significant to our financial results. 
 
 
Tax legislative proposals intending to eliminate some perceived tax advantages of companies that have legal domiciles outside the U.S. but have certain U.S. connections have repeatedly been introduced in the U.S. Congress.  Recent examples include, but are not limited to, legislative proposals that would broaden the circumstances in which a non-U.S. company would be considered a U.S. resident and proposals that could override certain tax treaties and limit treaty benefits on certain payments by U.S. subsidiaries to non-U.S. affiliates.  See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Outlook–Tax Matters.”
 
 
U.S. tax authorities could treat us as a "passive foreign investment company," which could have adverse U.S. federal income tax consequences to U.S. holders.
 
 
A foreign corporation will be treated as a "passive foreign investment company," or PFIC, for U.S. federal income tax purposes if either (1) at least 75 percent of its gross income for any taxable year consists of certain types of "passive income" or (2) at least 50 percent of the average value of the corporation's assets produce or are held for the production of those types of "passive income."  For purposes of these tests, “passive income” includes dividends, interest and gains from the sale or exchange of investment property and certain rents and royalties, but does not include income derived from the performance of services.
 
 
We believe that we have not been and will not be a PFIC with respect to any taxable year.  Based upon our operations as described herein, our income from offshore contract drilling services should be treated as services income for purposes of determining whether we are a PFIC.  Accordingly, we believe that our income from our offshore contract drilling services should not constitute "passive income," and the assets that we own and operate in connection with the production of that income should not constitute passive assets.
 
 
 
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There is significant legal authority supporting this position, including statutory provisions, legislative history, case law and U.S. Internal Revenue Service (“IRS”) pronouncements concerning the characterization, for other tax purposes, of income derived from services where a substantial component of such income is attributable to the value of the property or equipment used in connection with providing such services.  It should be noted, however, that a recent case and an IRS pronouncement which relies on the recent case characterize income from time chartering of vessels as rental income rather than services income for other tax purposes.  However, we believe that the terms of the time charters in the recent case differ in material respects from the terms of our drilling contracts with customers.  No assurance can be given that the IRS or a court will accept our position, and there is a risk that the IRS or a court could determine that we are a PFIC.
 
 
If we were to be treated as a PFIC for any taxable year, our U.S. shareholders would face adverse U.S. tax consequences.  Under the PFIC rules, unless a shareholder makes certain elections available under the Internal Revenue Code of 1986, as amended (which elections could themselves have adverse consequences for such shareholder), such shareholder would be liable to pay U.S. federal income tax at the highest applicable income tax rates on ordinary income upon the receipt of excess distributions (as defined for U.S. tax purposes) and upon any gain from the disposition of our shares, plus interest on such amounts, as if such excess distribution or gain had been recognized ratably over the shareholder’s holding period of our shares.  In addition, under applicable statutory provisions, the preferential 15 percent tax rate on “qualified dividend income,” which applies to dividends paid to non-corporate shareholders prior to 2011, does not apply to dividends paid by a foreign corporation if the foreign corporation is a PFIC for the taxable year in which the dividend is paid or the preceding taxable year.
 
 
A loss of a major tax dispute or a successful tax challenge to our operating structure, intercompany pricing policies or the taxable presence of our key subsidiaries in certain countries could result in a higher tax rate on our worldwide earnings, which could result in a significant negative impact on our earnings and cash flows from operations.
 
 
We are a Swiss corporation that operates through our various subsidiaries in a number of countries throughout the world.  Consequently, we are subject to tax laws, treaties and regulations in and between the countries in which we operate.  Our income taxes are based upon the applicable tax laws and tax rates in effect in the countries in which we operate and earn income as well as upon our operating structures in these countries.
 
 
Our income tax returns are subject to review and examination.  We do not recognize the benefit of income tax positions we believe are more likely than not to be disallowed upon challenge by a tax authority.  If any tax authority successfully challenges our operational structure, intercompany pricing policies or the taxable presence of our key subsidiaries in certain countries; or if the terms of certain income tax treaties are interpreted in a manner that is adverse to our structure; or if we lose a material tax dispute in any country, particularly in the U.S., Norway or Brazil, our effective tax rate on our worldwide earnings could increase substantially and our earnings and cash flows from operations could be materially adversely affected.  For example, there is considerable uncertainty as to the activities that constitute being engaged in a trade or business within the U.S. (or maintaining a permanent establishment under an applicable treaty), so we cannot be certain that the IRS will not contend successfully that we or any of our key subsidiaries were or are engaged in a trade or business in the U.S. (or, when applicable, maintained or maintains a permanent establishment in the U.S.).  If we or any of our key subsidiaries were considered to have been engaged in a trade or business in the U.S. (when applicable, through a permanent establishment), we could be subject to U.S. corporate income and additional branch profits taxes on the portion of our earnings effectively connected to such U.S. business during the period in which this was considered to have occurred, in which case our effective tax rate on worldwide earnings for that period could increase substantially, and our earnings and cash flows from operations for that period could be adversely affected.  See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Outlook–Tax Matters.”
 
 
We may be limited in our use of net operating losses.
 
 
Our ability to benefit from our deferred tax assets depends on us having sufficient future earnings to utilize our net operating loss (“NOL”) carryforwards before they expire.  We have established a valuation allowance against the future tax benefit for a number of our foreign NOL carryforwards, and we could be required to record an additional valuation allowance against our foreign or U.S. deferred tax assets if market conditions change materially and, as a result, our future earnings are, or are projected to be, significantly less than we currently estimate.  Our NOL carryforwards are subject to review and potential disallowance upon audit by the tax authorities of the jurisdictions where the NOLs are incurred.
 
 
Our status as a Swiss corporation may limit our flexibility with respect to certain aspects of capital management and may cause us to be unable to make distributions or repurchase shares without subjecting our shareholders to Swiss withholding tax.
 
 
Swiss law allows our shareholders to authorize share capital that can be issued by the board of directors without additional shareholder approval, but this authorization is limited to 50 percent of the existing registered share capital and must be renewed by the shareholders every two years.  Additionally, subject to specified exceptions, Swiss law grants preemptive rights to existing shareholders to subscribe for new issuances of shares.  Swiss law also does not provide as much flexibility in the various terms that can attach to different classes of shares as the laws of some other jurisdictions.  In the event we need to raise common equity capital at a time when the trading price of our shares is below the par value of the shares (currently 15 Swiss francs, equivalent to U.S. $13.89
 
 
 
- 21 -

 
 
based on a foreign exchange rate of 1.08 Swiss francs to $1.00 on February 19, 2010), we will need to obtain approval of shareholders to decrease the par value of our shares or issue another class of shares with a lower par value.  Any reduction in par value would decrease our par value available for future repayment of share capital not subject to Swiss withholding tax.  Swiss law also reserves for approval by shareholders certain corporate actions over which a board of directors would have authority in some other jurisdictions.  For example, dividends must be approved by shareholders.  These Swiss law requirements relating to our capital management may limit our flexibility, and situations may arise where greater flexibility would have provided substantial benefits to our shareholders.
 
 
If we are not successful in our efforts to make distributions, if any, through a reduction of par value or, after January 1, 2011, make distributions, if any, out of qualifying additional paid-in capital as shown on Transocean Ltd.’s standalone Swiss statutory financial statements, then any dividends paid by us will generally be subject to a Swiss federal withholding tax at a rate of 35 percent.  Payment of a capital distribution in the form of a par value reduction is not subject to Swiss withholding tax.  On February 16, 2010, we announced that our board of directors has decided to recommend that shareholders at our May 2010 annual general meeting approve a distribution in the form of a par value reduction denominated in Swiss francs for an amount equivalent to approximately U.S. $1.0 billion, payable in four installments.  However, our shareholders may not approve the proposal, or we may not be able to meet the other legal requirements for a reduction in par value.  The Swiss withholding tax rules could also be changed in the future.  In addition, over the long term, the amount of par value available for us to use for par value reductions or the amount of qualifying additional paid-in capital available for us to pay out as distributions will be limited.  If we are unable to make a distribution through a reduction in par value or, after January 1, 2011, make a distribution out of qualifying additional paid-in capital as shown on Transocean Ltd.’s standalone Swiss statutory financial statements, we may not be able to make distributions without subjecting our shareholders to Swiss withholding taxes.
 
 
Under present Swiss tax law, repurchases of shares for the purposes of capital reduction are treated as a partial liquidation subject to a 35 percent Swiss withholding tax on the difference between the repurchase price and the par value.  At our 2009 annual general meeting, our shareholders approved the repurchase of up to 3.5 billion Swiss francs of our registered shares for cancellation (the “Share Repurchase Program”).  On February 12, 2010, our board of directors authorized our management to implement the Share Repurchase Program.  In addition, we announced our intention to list our shares on the SIX in the second quarter of 2010.  Should we complete the listing of our shares on the SIX, we may repurchase shares under the Share Repurchase Program via a second trading line on the SIX from institutional investors who are generally able to receive a full refund of the Swiss withholding tax.  Alternatively, in relation to the U.S. market, we may repurchase shares under the Share Repurchase Program using an alternative procedure pursuant to which we can repurchase shares under the Share Repurchase Program via a "virtual second trading line" from market players (in particular, banks and institutional investors) who are generally entitled to receive a full refund of the Swiss withholding tax.  If we complete the listing of our shares on the SIX, there may not be sufficient liquidity in our shares on the SIX to repurchase the amount of shares that we would like to repurchase using the second trading line on the SIX.  In addition, following the listing of our shares on the SIX our ability to use the “virtual second trading line” will be limited to the share repurchase program currently approved by our shareholders, and any use of the “virtual second trading line” with respect to future shares programs will require the approval of the competent Swiss tax and other authorities.  We may not be able to repurchase as many shares as we would like to repurchase for purposes of capital reduction on either the “virtual second trading line” or, in the future, a SIX second trading line without subjecting the selling shareholders to Swiss withholding taxes.
 
 
We are subject to anti-takeover provisions.
 
 
Our articles of association and Swiss law contain provisions that could prevent or delay an acquisition of the company by means of a tender offer, a proxy contest or otherwise.  These provisions may also adversely affect prevailing market prices for our shares.  These provisions, among other things:
 
§  
classify our board into three classes of directors, each of which serve for staggered three-year periods;
§  
provide that the board of directors is authorized, at any time during a maximum two-year period, to issue a number of shares of up to 50 percent of the share capital registered in the commercial register and to limit or withdraw the preemptive rights of existing shareholders in various circumstances, including (1) following a shareholder or group of shareholders acting in concert having acquired in excess of 15 percent of the share capital registered in the commercial register without having submitted a takeover proposal to shareholders that is recommended by the board of directors or (2) for purposes of the defense of an actual, threatened or potential unsolicited takeover bid, in relation to which the board of directors has, upon consultation with an independent financial adviser retained by the board of directors, not recommended acceptance to the shareholders;
§  
provide that any shareholder who wishes to propose any business or to nominate a person or persons for election as director at any annual meeting may only do so if advance notice is given to the Secretary of Transocean;
§  
provide that directors can be removed from office only by the affirmative vote of the holders of at least 66 2/3 percent of the shares entitled to vote;
§  
provide that a merger or demerger transaction requires the affirmative vote of the holders of at least 66 2/3 percent of the shares represented at the meeting and provide for the possibility of a so-called “cashout” or “squeezeout” merger if the acquirer controls 90 percent of the outstanding shares entitled to vote at the meeting;
§  
provide that any action required or permitted to be taken by the holders of shares must be taken at a duly called annual or extraordinary general meeting of shareholders;
§  
limit the ability of our shareholders to amend or repeal some provisions of our articles of association; and
§  
limit transactions between us and an “interested shareholder,” which is generally defined as a shareholder that, together with its affiliates and associates, beneficially, directly or indirectly, owns 15 percent or more of our shares entitled to vote at a general meeting.
 
 
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Unresolved Staff Comments
 
 
None.
 
 
Properties
 
 
The description of our property included under “Item 1. Business” is incorporated by reference herein.
 
 
We maintain offices, land bases and other facilities worldwide, including our principal executive offices in Vernier, Switzerland, our corporate offices in Zug, Switzerland; Houston, Texas; Cayman Islands and Barbados and our regional operational office in France.  Our remaining offices and bases are located in various countries in North America, South America, the Caribbean, Europe, Africa, Russia, the Middle East, India, the Far East and Australia.  We lease most of these facilities.
 
 
Legal Proceedings
 
 
Asbestos litigation—In 2004, several of our subsidiaries were named, along with numerous other unaffiliated defendants, in 21 complaints filed on behalf of 769 plaintiffs in the Circuit Courts of the State of Mississippi and which claimed injuries arising out of exposure to asbestos allegedly contained in drilling mud during these plaintiffs’ employment in drilling activities between 1965 and 1986.  A Special Master, appointed to administer these cases pre-trial, subsequently required that each individual plaintiff file a separate lawsuit, and the original 21 multi-plaintiff complaints were then dismissed by the Circuit Courts.  The amended complaints resulted in one of our subsidiaries being named as a direct defendant in seven cases.  We have or may have an indirect interest in an additional 17 cases.  The complaints generally allege that the defendants used or manufactured asbestos-containing products in connection with drilling operations and have included allegations of negligence, products liability, strict liability and claims allowed under the Jones Act and general maritime law.  The plaintiffs generally seek awards of unspecified compensatory and punitive damages.  In each of these cases, the complaints have named other unaffiliated defendant companies, including companies that allegedly manufactured the drilling-related products that contained asbestos.  None of the cases in which one of our subsidiaries is a named defendant has been scheduled for trial in 2010, and the preliminary information available on these claims is not sufficient to determine if there is an identifiable period for alleged exposure to asbestos, whether any asbestos exposure in fact occurred, the vessels potentially involved in the claims, or the basis on which the plaintiffs would support claims that their injuries were related to exposure to asbestos.  However, the initial evidence available would suggest that we would have significant defenses to liability and damages.  In 2009, two cases that were part of the original 2004 multi-plaintiff suits went to trial in Mississippi against unaffiliated defendant companies which allegedly manufactured drilling-related products containing asbestos.  We were not a defendant in either of these cases.  One of the cases resulted in a substantial jury verdict in favor of the plaintiff, and this verdict was subsequently vacated by the trial judge on the basis that the plaintiff failed to meet its burden of proof.  While the court’s decision is consistent with our general evaluation of the strength of these cases, it has not been reviewed on appeal.  The second case resulted in a verdict completely in favor of the defendants.  There have been no other trials involving any of the parties to the original 21 complaints.  We intend to defend these lawsuits vigorously, although there can be no assurance as to the ultimate outcome.  We historically have maintained broad liability insurance, although we are not certain whether insurance will cover the liabilities, if any, arising out of these claims.  Based on our evaluation of the exposure to date, we do not expect the liability, if any, resulting from these claims to have a material adverse effect on our consolidated statement of financial position, results of operations or cash flows.
 
 
One of our subsidiaries is involved in lawsuits arising out of the subsidiary’s involvement in the design, construction and refurbishment of major industrial complexes.  The operating assets of the subsidiary were sold and its operations discontinued in 1989, and the subsidiary has no remaining assets other than the insurance policies involved in its litigation, fundings from settlements with the primary insurers and funds received from the cancellation of certain insurance policies.  The subsidiary has been named as a defendant, along with numerous other companies, in lawsuits alleging personal injury as a result of exposure to asbestos.  As of December 31, 2009, the subsidiary was a defendant in approximately 1,041 lawsuits.  Some of these lawsuits include multiple plaintiffs and we estimate that there are approximately 2,623 plaintiffs in these lawsuits.  For many of these lawsuits, we have not been provided with sufficient information from the plaintiffs to determine whether all or some of the plaintiffs have claims against the subsidiary, the basis of any such claims, or the nature of their alleged injuries.  The first of the asbestos-related lawsuits was filed against this subsidiary in 1990.  Through December 31, 2009, the amounts expended to resolve claims (including both attorneys’ fees and expenses, and settlement costs) have not been material, and all deductibles with respect to the primary insurance have been satisfied.  The subsidiary continues to be named as a defendant in additional lawsuits and we cannot predict the number of additional cases in which it may be named a defendant nor can we predict the potential costs to resolve such additional cases or to resolve the pending cases.  However, the subsidiary has in excess of $1 billion in insurance limits potentially available to the subsidiary.  Although not all of the policies may be fully available due to the insolvency of certain insurers, we believe that the subsidiary will have sufficient insurance and funds from the settlements of litigation with insurance carriers available to respond to these claims.  While we cannot predict or provide assurance as to the final outcome of these matters, we do not believe that the current value of the claims where we have been identified will have a material impact on our consolidated statement of financial position, results of operations or cash flows.
 
 
Sedco 710 litigation—One of our subsidiaries was involved in an action with respect to a customs matter relating to the Sedco 710 semisubmersible drilling rig.  Prior to our merger with Sedco Forex, this drilling rig, which was working for Petrobras in Brazil at the time, had been admitted into the country on a temporary basis under authority granted to a Schlumberger entity.  When the drilling contract with Petrobras was transferred from Schlumberger to us in the merger, the temporary import permit was not
 
 
- 23 -

 
 
transferred.  When the temporary import permit granted to Schlumberger expired in 2000, renewal filings were not immediately made and the Brazilian authorities threatened to cancel the temporary import permit and to collect customs duties as if the rig had been nationalized in Brazil.  Together with Schlumberger, we jointly filed an action for the purpose of avoiding cancellation of, and extending, the temporary import permit and to avoid collection of any customs duty.  Other proceedings were also initiated to secure the transfer of the temporary import permit to us.  The court initially permitted the transfer of the temporary import permit but did not rule on whether the temporary admission could be extended without the payment of a financial penalty in the form of Brazilian customs duties.  In 2004, the Brazilian authorities issued an assessment totaling approximately $167 million (based on the initial assessment amount, accrued interest and current exchange rate) against our subsidiary based on the expiration of the temporary import permit.  This amount continued to grow as a result of interest and changes in the exchange rate. The first level Brazilian court also ruled in 2007 that the financial penalties were appropriate and this ruling was subsequently upheld at the next level. We continued to contest this decision but ultimately decided to participate in November 2009 in a Brazilian tax amnesty program and paid $142 million to settle all tax claims by the Brazilian authorities in this matter.  In addition, we reached a settlement with Schlumberger with respect to our allegation that Schlumberger should be responsible for the assessment.
 
 
Rio de Janeiro tax assessment—In the third quarter of 2006, we received tax assessments of approximately $164 million from the state tax authorities of Rio de Janeiro in Brazil against one of our Brazilian subsidiaries for taxes on equipment imported into the state in connection with our operations.  The assessments resulted from a preliminary finding by these authorities that our subsidiary’s record keeping practices were deficient.  We currently believe that the substantial majority of these assessments are without merit.  We filed an initial response with the Rio de Janeiro tax authorities on September 9, 2006 refuting these additional tax assessments.  In September 2007, we received confirmation from the state tax authorities that they believe the additional tax assessments are valid, and as a result, we filed an appeal on September 27, 2007 to the state Taxpayer’s Council contesting these assessments.  While we cannot predict or provide assurance as to the final outcome of these proceedings, we do not expect it to have a material adverse effect on our consolidated statement of financial position, results of operations or cash flows.
 
 
Patent Litigation—Several of our subsidiaries have been sued by Heerema Engineering Services (“Heerema”) in the U.S. District Court for the Southern District of Texas for patent infringement, claiming that we infringe their U.S. patent entitled Method and Device for Drilling Oil and Gas. Heerema claims that our Enterprise class, advanced Enterprise class, Express class and Development Driller class of drilling rigs operating in the U.S. Gulf of Mexico infringe on this patent. They seek unspecified damages and injunctive relief. The court has held a hearing on construction of their patent but has not yet issued a decision. We deny liability for patent infringement, believe that their patent is invalid and intend to vigorously defend against the claim. We do not expect the liability, if any, resulting from this claim to have a material adverse effect on our consolidated statement of financial position, results of operations or cash flows.
 
 
Other matters—We are involved in various tax matters as described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Outlook–Tax Matters” and various regulatory matters as described in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Outlook–Regulatory Matters.”  We are also involved in lawsuits relating to damage claims arising out of hurricanes Katrina and Rita, all of which are insured and which are not material to us.  In addition, we are involved in a number of other lawsuits, including a dispute for municipal tax payments in Brazil and a dispute involving customs procedures in India, neither of which is material to us, and all of which have arisen in the ordinary course of our business.  We do not expect the liability, if any, resulting from these other matters to have a material adverse effect on our consolidated statement of financial position, results of operations or cash flows.  We cannot predict with certainty the outcome or effect of any of the litigation matters specifically described above or of any such other pending or threatened litigation.  There can be no assurance that our beliefs or expectations as to the outcome or effect of any lawsuit or other litigation matter will prove correct and the eventual outcome of these matters could materially differ from management’s current estimates.
 
 
Environmental Matters
 
 
We have certain potential liabilities under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and similar state acts regulating cleanup of various hazardous waste disposal sites, including those described below.  CERCLA is intended to expedite the remediation of hazardous substances without regard to fault.  Potentially responsible parties (“PRPs”) for each site include present and former owners and operators of, transporters to and generators of the substances at the site.  Liability is strict and can be joint and several.
 
 
We have been named as a PRP in connection with a site located in Santa Fe Springs, California, known as the Waste Disposal, Inc. site.  We and other PRPs have agreed with the U.S. EPA and the U.S. Department of Justice (“DOJ”) to settle our potential liabilities for this site by agreeing to perform the remaining remediation required by the EPA.  The form of the agreement is a consent decree, which has been entered by the court.  The parties to the settlement have entered into a participation agreement, which makes us liable for approximately eight percent of the remediation and related costs.  The remediation is complete, and we believe our share of the future operation and maintenance costs of the site is not material.  There are additional potential liabilities related to the site, but these cannot be quantified, and we have no reason at this time to believe that they will be material.
 
 
 
- 24 -

 
 
One of our subsidiaries has been ordered by the California Regional Water Quality Control Board (“CRWQCB”) to develop a testing plan for a site known as Campus 1000 Fremont in Alhambra, California.  This site was formerly owned and operated by certain of our subsidiaries.  It is presently owned by an unrelated party, which has received an order to test the property.  We have also been advised that one or more of our subsidiaries is likely to be named by the EPA as a PRP for the San Gabriel Valley, Area 3, Superfund site, which includes this property.  Testing has been completed at the property but no contaminants of concern were detected.  In discussions with CRWQCB staff we were advised of their intent to issue us a “no further action” letter but it has not yet been received.  Based on the test results, we would contest any potential liability.  We have no knowledge at this time of the potential cost of any remediation, who else will be named as PRPs, and whether in fact any of our subsidiaries is a responsible party.  The subsidiaries in question do not own any operating assets and have limited ability to respond to any liabilities.
 
 
Resolutions of other claims by the EPA, the involved state agency or PRPs are at various stages of investigation.  These investigations involve determinations of:
 
§  
the actual responsibility attributed to us and the other PRPs at the site;
§  
appropriate investigatory and/or remedial actions; and
§  
allocation of the costs of such activities among the PRPs and other site users.
 
Our ultimate financial responsibility in connection with those sites may depend on many factors, including:
 
§  
the volume and nature of material, if any, contributed to the site for which we are responsible;
§  
the numbers of other PRPs and their financial viability; and
§  
the remediation methods and technology to be used.
 
It is difficult to quantify with certainty the potential cost of these environmental matters, particularly in respect of remediation obligations.  Nevertheless, based upon the information currently available, we believe that our ultimate liability arising from all environmental matters, including the liability for all other related pending legal proceedings, asserted legal claims and known potential legal claims which are likely to be asserted, is adequately accrued and should not have a material effect on our financial position or ongoing results of operations.  Estimated costs of future expenditures for environmental remediation obligations are not discounted to their present value.
 
 
Contamination litigation—On July 11, 2005, one of our subsidiaries was served with a lawsuit filed on behalf of three landowners in Louisiana in the 12th Judicial District Court for the Parish of Avoyelles, State of Louisiana.  The lawsuit named 19 other defendants, all of which were alleged to have contaminated the plaintiffs’ property with naturally occurring radioactive material, produced water, drilling fluids, chlorides, hydrocarbons, heavy metals and other contaminants as a result of oil and gas exploration activities.  Experts retained by the plaintiffs issued a report suggesting significant contamination in the area operated by the subsidiary and another codefendant, and claimed that over $300 million would be required to properly remediate the contamination.  The experts retained by the defendants conducted their own investigation and concluded that the remediation costs would amount to no more than $2.5 million.
 
 
The plaintiffs and the codefendant threatened to add GlobalSantaFe as a defendant in the lawsuit under the “single business enterprise” doctrine contained in Louisiana law.  The single business enterprise doctrine is similar to corporate veil piercing doctrines.  On August 16, 2006, our subsidiary and its immediate parent company, each of which is an entity that no longer conducts operations or holds assets, filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware.  Later that day, the plaintiffs dismissed our subsidiary from the lawsuit.  Subsequently, the codefendant filed various motions in the lawsuit and in the Delaware bankruptcies attempting to assert alter ego and single business enterprise claims against GlobalSantaFe and two other subsidiaries in the lawsuit.  The efforts to assert alter ego and single business enterprise theory claims against GlobalSantaFe were rejected by the Court in Avoyelles Parish, and the lawsuit against the other defendant went to trial on February 19, 2007.  This lawsuit was resolved at trial with a settlement by the codefendant that included a $20 million payment and certain cleanup activities to be conducted by the codefendant.
 
 
The codefendant sought to dismiss the bankruptcies.  In addition, the codefendant filed proofs of claim against both our subsidiary and its parent with regard to its claims arising out of the settlement of the lawsuit.  On February 15, 2008, the Bankruptcy Court denied the codefendant’s request to dismiss the bankruptcy case but modified the automatic stay to allow the codefendant to proceed on its claims against the debtors, our subsidiary and its parent, and their insurance companies.  The codefendant subsequently filed suit against the debtors and certain of its insurers in the Court of Avoyelles Parish to determine their liability for the settlement.
 
 
The codefendant filed a Notice of Appeal of the rulings of the Bankruptcy Court.  GlobalSantaFe and its two subsidiaries also filed Notices of Appeal to the U.S. District Court for the District of Delaware.  On January 27, 2009, the codefendant’s appeal was granted by the District Court and the bankruptcy case was remanded to the Bankruptcy Court with instructions to have the case dismissed.  On February 10, 2009, the Bankruptcy Court entered an order dismissing the bankruptcy case.  The debtors, GlobalSantaFe and the two subsidiaries have filed Notices of Appeal of the District Court’s ruling with the U.S. Court of Appeals for the Third Circuit.  On February 18, 2009, the District Court stayed its ruling which instructed the Bankruptcy Court to dismiss the case.  The appeal was heard on September 14, 2009.  On December 22, 2009, the Court of Appeals affirmed the ruling of the District Court.  On January 5, 2010, we petitioned the Third Circuit for a rehearing of that ruling.  On January 27, 2010, the Third Circuit declined the petitions for rehearing.
 
 
 
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We believe that these legal theories should not be applied against GlobalSantaFe or these other two subsidiaries, and that in any event the manner in which the parent and its subsidiaries conducted their businesses does not meet the requirements of these theories for imposition of liability.  Our subsidiary, its parent and GlobalSantaFe intend to continue to vigorously defend against any action taken in an attempt to impose liability against them under the theories discussed above or otherwise and believe they have good and valid defenses thereto.  We do not believe that these claims will have a material impact on our consolidated statement of financial position, results of operations or cash flows.
 
 
ITEM 4.                 Submission of Matters to Vote of Security Holders
 
 
The Company did not submit any matter to a vote of its security holders during the fourth quarter of 2009.
 
 
Executive Officers of the Registrant
 
 
We have included the following information, presented as of December 31, 2009, on our executive officers in Part I of this report in reliance on General Instruction (3) to Form 10-K.  The officers of the Company are elected annually by the board of directors.  There is no family relationship between any of the executive officers named below.
 
       
Age as of
Officer
 
Office
 
February 24, 2010
Robert L. Long (a)
 
Chief Executive Officer
 
64
Steven L. Newman (a)
 
President
 
45
Arnaud A.Y. Bobillier (b)
 
Executive Vice President, Assets
 
54
Eric B. Brown
 
Senior Vice President, General Counsel and Assistant Corporate Secretary
 
58
Cheryl D. Richard
 
Senior Vice President, Human Resources and Information Technology
 
53
Ricardo H. Rosa (c)
 
Senior Vice President and Chief Financial Officer
 
53
Ihab Toma
 
Senior Vice President, Marketing and Planning
 
47
John H. Briscoe
 
Vice President and Controller
 
52
______________________________
(a)
Robert L. Long will retire as Chief Executive Officer and resign as a member of the board of directors effective March 1, 2010.  The board of directors has named Steven L. Newman to succeed Mr. Long upon his retirement.  Mr. Newman will be nominated as a candidate for election as a member of the board of directors for a three-year term.
(b)
Arnaud A.Y. Bobillier will temporarily perform the functions of principal operating officer effective March 1, 2010.
(c)
Effective September 1, 2009, Ricardo H. Rosa succeeded Gregory L. Cauthen as Senior Vice President and Chief Financial Officer.
 

 
 
Robert L. Long is Chief Executive Officer and a member of the board of directors of the Company.  Mr. Long has served as Chief Executive Officer of the Company and a member of the board of directors since October 2002.  Mr. Long served as President of the Company from December 2001 to October 2006.  Mr. Long served as Chief Financial Officer of the Company from August 1996 until December 2001.  Mr. Long served as Senior Vice President of the Company from May 1990 until the time of the Sedco Forex merger, at which time he assumed the position of Executive Vice President.  Mr. Long also served as Treasurer of the Company from September 1997 until March 2001.  Mr. Long has been employed by the Company since 1976 and was elected Vice President in 1987.
 
 
Steven L. Newman is President of the Company.  Mr. Newman has served as President since May 2008.  Mr. Newman also served as Chief Operating Officer from May 2008 to November 2009.  From November 2007 until May 2008, Mr. Newman served as Executive Vice President, Performance, leading the Company’s three business units and focusing on customer service delivery and performance improvement across the company’s worldwide fleet.  He previously served in senior management roles, including Executive Vice President and Chief Operating Officer from October 2006 to November 2007, Senior Vice President of Human Resources and Information Process Solutions from May 2006 to October 2006, Senior Vice President of Human Resources, Information Process Solutions and Treasury from March 2005 until May 2006, and Vice President of Performance and Technology from August 2003 until March 2005.  He also has served as Regional Manager for the Asia and Australia Region and in international field and operations management positions, including Project Engineer, Rig Manager, Division Manager, Region Marketing Manager and Region Operations Manager.  Mr. Newman joined the Company in 1994 in the Corporate Planning Department.
 
 
Arnaud A.Y. Bobillier is Executive Vice President, Assets of the Company.  Before being named to his current position in March 2008, Mr. Bobillier served as Senior Vice President of the Company's Europe and Africa Unit, which covers offshore drilling operations in 15 countries, from January 2008 to March 2008.  Previously, Mr. Bobillier served as Vice President of the Company’s Europe and Africa unit from May 2005 to January 2008.  He also served as Regional Manager for the Europe and Africa Region from January 2004 to May 2005.  From September 2001 to January 2004, Mr. Bobillier served as Regional Manager for the Company’s West Africa Region.  He began his career with a predecessor company in 1980 and has served in various management positions in several countries, including the U.S., France, Saudi Arabia, Indonesia, Congo, Brazil, South Africa and China.
 
 
 
- 26 -

 
 
Eric B. Brown is Senior Vice President, General Counsel and Assistant Corporate Secretary of the Company.  Mr. Brown has served as General Counsel of the Company since February 1995 and served as Corporate Secretary of the Company from September 1995 until October 2007.  He held the position of Vice President from February 1995 to February 2001, when he assumed the position of Senior Vice President.  Prior to assuming his duties with the Company, Mr. Brown served as General Counsel of Coastal Gas Marketing Company.
 
 
Cheryl D. Richard is Senior Vice President, Human Resources and Information Technology of the Company.  Ms. Richard served as Senior Vice President, Human Resources of GlobalSantaFe from June 2003 until the Merger in November 2007, when she assumed her current position.  Ms. Richard was Vice President, Human Resources, with Chevron Phillips Chemical Company from 2000 to June 2003, prior to which she served in a variety of positions with Phillips Petroleum Company, now ConocoPhillips, including operational, commercial and international positions.
 
 
Ricardo H. Rosa is Senior Vice President and Chief Financial Officer of the Company.  Before being named to his current position in September 2009, Mr. Rosa served as Senior Vice President of the Company's Europe and Africa Unit, which covers offshore drilling operations in 15 countries, from April 2008 to August 2009.  Previously, Mr. Rosa served as Senior Vice President of the Asia and Pacific Unit from January 2008 to March 2008.  He also served as served as the Vice President of the Asia and Pacific Unit from May 2005 to December 2007 and the Regional Manager for the Asia Region from June 2003 to April 2005.  Mr. Rosa also served as Vice President and Controller from December 1999 to May 2003.  Beginning in September 1995, Mr. Rosa was Controller of Sedco Forex Holdings Limited, one of our predecessor companies.  Having previously held various financial positions in operating subsidiaries of Schlumberger Ltd., Mr. Rosa started his career with six years in public accounting in the U.K. and Brazil with PricewaterhouseCoopers.
 
 
Ihab Toma is Senior Vice President, Marketing and Planning of the Company.  Before being named to his current position in August 2009, Mr. Toma served as Vice President, Sales and Marketing for Europe, Africa and Caspian for Schlumberger Oilfield Services from April 2006 to August 2009.  Previously, Mr. Toma led Schlumberger’s information solutions business in various capacities, including Vice President, Sales and Marketing from 2004 to April 2006, prior to which he served in a variety of positions with Schlumberger Ltd., including President of Information Solutions, Vice President of Information Management and Vice President of Europe, Africa and CIS Operations.  He started his career with Schlumberger in 1986.
 
 
John H. Briscoe is Vice President and Controller of the Company.  Before being named to his current position in October 2007, Mr. Briscoe served as Vice President, Audit and Advisory Services from June 2007 to October 2007 and Director of Investor Relations and Communications from January 2007 to June 2007.  From June 2005 to January 2007, Mr. Briscoe served as Finance Director for the Company’s North and South America Unit.  Prior to joining the Company in June 2005, Mr. Briscoe served as Vice President of Accounting for Ferrellgas Inc. from July 2003 to June 2005, Vice President of Administration from June 2002 to July 2003 and Division Controller from June 1997 to June 2002.  Prior to working for Ferrellgas, Mr. Briscoe served as Controller for Latin America for Dresser Industries Inc., which has subsequently been acquired by Halliburton, Inc.  Mr. Briscoe started his career with seven years in public accounting beginning with the firm of KPMG and ending with Ernst & Young as an Audit Manager.
 

- 27 -


PART II
 
 
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
 
 
Market and share prices—Our shares are listed on the NYSE under the symbol “RIG.”  On February 16, 2010, we announced our intention to list our shares on the SIX in the second quarter of 2010, subject to the approval of the SIX.  Following such a listing, our shares would continue to be listed on the NYSE.  The following table sets forth the high and low sales prices of our shares for the periods indicated as reported on the NYSE Composite Tape, including trading of the shares of Transocean Inc. through December 18, 2008 and trading of the shares of Transocean Ltd. after such date.
 
   
Price
 
   
2009
   
2008
 
   
High
   
Low
   
High
     
Low
 
First quarter
 
$
67.17
   
$
46.11
   
$
147.25
   
$
111.34
 
Second quarter
   
85.57
     
56.75
     
163.00
     
132.46
 
Third quarter
   
87.22
     
65.04
     
154.50
     
105.16
 
Fourth quarter
   
94.44
     
78.71
     
109.16
     
41.95
 

 
On February 19, 2010, the last reported sales price of our shares on the NYSE Composite Tape was $85.12 per share.  On such date, there were 7,323 holders of record of our shares and 321,628,110 shares outstanding.
 
 
Shareholder matters—We did not declare or pay a cash dividend in either of the two most recent fiscal years.  On February 16, 2010, we announced that our board of directors has decided to recommend that shareholders at our May 2010 annual general meeting approve a distribution in the form of a par value reduction denominated in Swiss francs for an amount equivalent to approximately U.S. $1.0 billion, or approximately U.S. $3.11 per share based on the then current number of issued shares.  The Swiss franc equivalent will be determined based on the exchange rate determined by us approximately two business days prior to the date of the 2010 annual general meeting.  The distribution will, if approved, be paid in four installments with expected payment dates in July 2010, October 2010, January 2011 and April 2011.  Distributions to shareholders in the form of a reduction in par value of our shares are not subject to the 35 percent Swiss withholding tax.  Shareholders will be paid in U.S. dollars converted using an exchange rate determined by us approximately two business days prior to the payment date, unless shareholders elect to receive the payment in Swiss francs.
 
 
Any future declaration and payment of any cash distributions will (1) depend on our results of operations, financial condition, cash requirements and other relevant factors, (2) be subject to shareholder approval, (3) be subject to restrictions contained in our credit facilities and other debt covenants and (4) be subject to restrictions imposed by Swiss law, including the requirement that sufficient distributable profits from the previous year or freely distributable reserves must exist.
 
 
In December 2008, Transocean Ltd. completed the Redomestication Transaction.  In the Redomestication Transaction, Transocean Ltd. issued one of its shares in exchange for each ordinary share of Transocean Inc.  In addition, Transocean Ltd. issued 16 million of its shares to Transocean Inc. for future use to satisfy Transocean Ltd.’s obligations to deliver shares in connection with awards granted under our incentive plans, warrants or other rights to acquire shares of Transocean Ltd.  The Redomestication Transaction effectively changed the place of incorporation of our parent holding company from the Cayman Islands to Switzerland.  As a result of the Redomestication Transaction, Transocean Inc. became a direct, wholly owned subsidiary of Transocean Ltd.  In connection with the Redomestication Transaction, we relocated our principal executive offices to Vernier, Switzerland.
 
 
Swiss Tax Consequences to Shareholders of Transocean
 
 
The tax consequences discussed below are not a complete analysis or listing of all the possible tax consequences that may be relevant to shareholders of Transocean.  Shareholders should consult their own tax advisors in respect of the tax consequences related to receipt, ownership, purchase or sale or other disposition of our shares and the procedures for claiming a refund of withholding tax.
 
 
Swiss Income Tax on Dividends and Similar Distributions
 
 
A non-Swiss holder will not be subject to Swiss income taxes on dividend income and similar distributions in respect of our shares, unless the shares are attributable to a permanent establishment or a fixed place of business maintained in Switzerland by such non-Swiss holder.  However, dividends and similar distributions are subject to Swiss withholding tax.  See “—Swiss Withholding Tax—Distributions to Shareholders.”
 
 
Swiss Wealth Tax
 
 
A non-Swiss holder will not be subject to Swiss wealth taxes unless the holder’s shares are attributable to a permanent establishment or a fixed place of business maintained in Switzerland by such non-Swiss holder.
 
 
 
- 28 -

 
 
Swiss Capital Gains Tax upon Disposal of Shares
 
 
A non-Swiss holder will not be subject to Swiss income taxes for capital gains unless the holder’s shares are attributable to a permanent establishment or a fixed place of business maintained in Switzerland by such non-Swiss holder.  In such case, the non-Swiss holder is required to recognize capital gains or losses on the sale of such shares, which will be subject to cantonal, communal and federal income tax.
 
 
Swiss Withholding Tax— Distributions to Shareholders
 
 
A Swiss withholding tax of 35 percent is due on dividends and similar distributions to our shareholders from us, regardless of the place of residency of the shareholder (subject to the exceptions discussed under “—Exemption from Swiss Withholding Tax—Distributions to Shareholders” below).  We will be required to withhold at such rate and remit on a net basis any payments made to a holder of our shares and pay such withheld amounts to the Swiss federal tax authorities.  Please see “—Refund of Swiss Withholding Tax on Dividends and Other Distributions.”
 
 
Exemption from Swiss Withholding Tax—Distributions to Shareholders
 
 
Under present Swiss tax law, distributions to shareholders in relation to a reduction of par value are exempt from Swiss withholding tax.  Beginning on January 1, 2011, distributions to shareholders out of qualifying additional paid-in capital for Swiss statutory purposes are as a matter of principle exempt from the Swiss withholding tax.  The particulars of this general principle are, however, subject to regulations still to be promulgated by the competent Swiss tax authorities.  On December 31, 2009, the aggregate amount of par value and qualifying additional paid-in capital of our outstanding shares was 5.0 billion Swiss francs and 11.4 billion Swiss francs, respectively (which is equivalent to approximately U.S. $4.8 billion and U.S. $11.0 billion, respectively, at an exchange rate as of the close of trading on December 31, 2009 of U.S. $1.00 to 1.04 Swiss francs.)  Consequently, we expect that a substantial amount of any potential future distributions may be exempt from Swiss withholding tax.
 
 
Repurchases of Shares
 
 
Under present Swiss tax law, repurchases of shares for the purposes of capital reduction are treated as a partial liquidation subject to the 35 percent Swiss withholding tax.  However, for shares repurchased for capital reduction, the portion of the repurchase price attributable to the par value of the shares repurchased will not be subject to the Swiss withholding tax.  Beginning on January 1, 2011, subject to the adoption of implementing regulations and amendments to Swiss corporate law, the portion of the repurchase price attributable to the qualifying additional paid-in capital for Swiss statutory reporting purposes of the shares repurchased will also not be subject to the Swiss withholding tax.  We would be required to withhold at such rate the tax from the difference between the repurchase price and the related amount of par value and, beginning on January 1, 2011, subject to the adoption of implementing tax regulations the related amount of qualifying additional paid-in capital.  We would be required to remit on a net basis the purchase price with the Swiss withholding tax deducted to a holder of our shares and pay the withholding tax to the Swiss federal tax authorities.
 
 
With respect to the refund of Swiss withholding tax from the repurchase of shares, see “—Refund of Swiss Withholding Tax on Dividends and Other Distributions” below.
 
 
In most instances, Swiss companies listed on the SIX carry out share repurchase programs through a second trading line on the SIX.  Swiss institutional investors typically purchase shares from shareholders on the open market and then sell the shares on the second trading line back to the company.  The Swiss institutional investors are generally able to receive a full refund of the withholding tax.  Due to, among other things, the time delay between the sale to the company and the institutional investors’ receipt of the refund, the price companies pay to repurchase their shares has historically been slightly higher (but less than one percent) than the price of such companies’ shares in ordinary trading on the SIX first trading line.  On February 16, 2010, we announced our intention to list our shares on the SIX in the second quarter of 2010.  Should we complete the listing of our shares on the SIX, we may repurchase such shares from institutional investors who are generally able to receive a full refund of the Swiss withholding tax via a second trading line on the SIX.  Alternatively, in relation to the U.S. market, we may repurchase such shares using an alternative procedure pursuant to which we repurchase such shares via a "virtual second trading line" from market players (in particular, banks and institutional investors) who are generally entitled to receive a full refund of the Swiss withholding tax.  If we complete the listing of our shares on the SIX, there may not be sufficient liquidity in our shares on the SIX to repurchase the amount of shares that we would like to repurchase using the second trading line on the SIX.  In addition, following the listing of our shares on the SIX, our ability to use the “virtual second trading line” will be limited to the share repurchase program currently approved by our shareholders, and any use of the “virtual second trading line” with respect to future share repurchase programs will require approval of the competent Swiss tax and other authorities.  We may not be able to repurchase as many shares as we would like to repurchase for purposes of capital reduction on either the “virtual second trading line” or, in the future, a SIX second trading line without subjecting the selling shareholders to Swiss withholding taxes.
 
 
The repurchase of shares for purposes other than for cancellation, such as to retain as treasury shares for use in connection with stock incentive plans, convertible debt or other instruments within certain periods, will generally not be subject to Swiss withholding tax.
 
 
At our 2009 annual general meeting our shareholders approved a release of qualifying additional paid-in-capital (for Swiss statutory purposes) to other reserves (for Swiss statutory purposes) that is necessary for the possible repurchase of shares for cancellation.
 
 
 
- 29 -

 
 
Refund of Swiss Withholding Tax on Dividends and Other Distributions
 
 
Swiss holdersA Swiss tax resident, corporate or individual, can recover the withholding tax in full if such resident is the beneficial owner of our shares at the time the dividend or other distribution becomes due and provided that such resident reports the gross distribution received on such resident’s income tax return, or in the case of an entity, includes the taxable income in such resident’s income statement.
 
 
Non-Swiss holdersIf the shareholder that receives a distribution from us is not a Swiss tax resident, does not hold our shares in connection with a permanent establishment or a fixed place of business maintained in Switzerland, and resides in a country that has concluded a treaty for the avoidance of double taxation with Switzerland for which the conditions for the application and protection of and by the treaty are met, then the shareholder may be entitled to a full or partial refund of the withholding tax described above.  The procedures for claiming treaty refunds (and the time frame required for obtaining a refund) may differ from country to country.
 
 
Switzerland has entered into bilateral treaties for the avoidance of double taxation with respect to income taxes with numerous countries, including the U.S., whereby under certain circumstances all or part of the withholding tax may be refunded.
 
 
U.S. residentsThe Swiss-U.S. tax treaty provides that U.S. residents eligible for benefits under the treaty can seek a refund of the Swiss withholding tax on dividends for the portion exceeding 15 percent (leading to a refund of 20 percent) or a 100 percent refund in the case of qualified pension funds.
 
 
As a general rule, the refund will be granted under the treaty if the U.S. resident can show evidence of:
 
§  
beneficial ownership,
§  
U.S. residency, and
§  
meeting the U.S.-Swiss tax treaty’s limitation on benefits requirements.
 
The claim for refund must be filed with the Swiss federal tax authorities (Eigerstrasse 65, 3003 Berne, Switzerland), not later than December 31 of the third year following the year in which the dividend payments became due.  The relevant Swiss tax form is Form 82C for companies, 82E for other entities and 82I for individuals.  These forms can be obtained from any Swiss Consulate General in the U.S. or from the Swiss federal tax authorities at the above address.  Each form needs to be filled out in triplicate, with each copy duly completed and signed before a notary public in the U.S.  Evidence that the withholding tax was withheld at the source must also be included.
 
 
Stamp duties in relation to the transfer of sharesThe purchase or sale of our shares may be subject to Swiss federal stamp taxes on the transfer of securities irrespective of the place of residency of the purchaser or seller if the transaction takes place through or with a Swiss bank or other Swiss securities dealer, as those terms are defined in the Swiss Federal Stamp Tax Act and no exemption applies in the specific case.  If a purchase or sale is not entered into through or with a Swiss bank or other Swiss securities dealer, then no stamp tax will be due.  The applicable stamp tax rate is 0.075 percent for each of the two parties to a transaction and is calculated based on the purchase price or sale proceeds.  If the transaction does not involve cash consideration, the transfer stamp duty is computed on the basis of the market value of the consideration.
 
 
Issuer Purchases of Equity Securities
 
Period
 
Total Number
of Shares
Purchased (1)
   
Average
Price Paid
Per Share
 
Total
Number of Shares
Purchased as Part of Publicly Announced Plans or Programs (2)
   
Maximum Number
(or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2)
(in millions)
October 2009
 
1,001
 
$
85.21
 
 —
 
$
November 2009
 
4,432
   
85.21
 
 —
   
December 2009
 
5,116
   
83.03
 
 —
   
Total
 
10,549
 
$
 84.15
 
 —
 
$
______________________________
(1)
Total number of shares purchased in the fourth quarter of 2009 consists of shares withheld by us in satisfaction of withholding taxes due upon the vesting of share-based awards granted to our employees under our Long-Term Incentive Plan.
(2)
In May 2009, at the annual general meeting of Transocean Ltd., our shareholders approved and authorized our board of directors, at its discretion, to repurchase an amount of our shares for cancellation with an aggregate purchase price of up to 3.5 billion Swiss francs (which is equivalent to approximately U.S. $3.2 billion at an exchange rate as of the close of trading on February 19, 2010 of U.S. $1.00 to 1.08 Swiss francs).  On February 12, 2010, our board of directors authorized our management to implement the share repurchase program.
 

- 30 -


 
ITEM 6.                 Selected Financial Data
 
 
The selected financial data as of December 31, 2009 and 2008 and for each of the three years in the period ended December 31, 2009 have been derived from the audited consolidated financial statements included in “Item 8. Financial Statements and Supplementary Data.”  The following data should be read in conjunction with “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated financial statements and the notes thereto included under “Item 8. Financial Statements and Supplementary Data.”
 
   
Years ended December 31,
 
   
2009
 
2008
 
2007 (a)
 
2006
 
2005 (b)
 
   
(In millions, except per share data)
 
       
(As adjusted) (c)
 
Statement of operations data
                               
Operating revenues
 
$
11,556
 
$
12,674
 
$
6,377
 
$
3,882
 
$
2,892
 
Operating income
   
4,400
   
5,357
   
3,239
   
1,641
   
720
 
Net income
   
3,170
   
4,029
   
3,121
   
1,385
   
716
 
Net income attributable to controlling interest
   
3,181
   
4,031
   
3,121
   
1,385
   
716
 
                                 
Earnings per share
                               
Basic
 
$
9.87
 
$
12.63
 
$
14.58
 
$
6.31
 
$
3.12
 
Diluted
 
$
9.84
 
$
12.53
 
$
14.08
 
$
6.10
 
$
3.03
 
                                 
Balance sheet data (at end of period)
                               
Total assets
 
$
36,436
 
$
35,182
 
$
34,356
 
$
11,476
 
$
10,457
 
Debt due within one year
   
1,868
   
664
   
6,172
   
95
   
400
 
Long-term debt
   
9,849
   
12,893
   
10,266
   
3,203
   
1,197
 
Total equity
   
20,559
   
17,167
   
13,382
   
6,836
   
7,982
 
                                 
Other financial data
                               
Cash provided by operating activities
 
$
5,598
 
$
4,959
 
$
3,073
 
$
1,237
 
$
864
 
Cash provided by (used in) investing activities
   
(2,694
)
 
(2,196
)
 
(5,677
)
 
(415
)
 
169
 
Cash provided by (used in) financing activities
   
(2,737
)
 
(3,041
)
 
3,378
   
(800
)
 
(1,039
)
Capital expenditures
   
3,052
   
2,208
   
1,380
   
876
   
182
 
______________________________
(a)  
In November 2007, Transocean Inc., a wholly owned subsidiary and our former parent holding company, reclassified each of its outstanding ordinary shares by way of a scheme of arrangement under Cayman Islands law immediately followed by its merger with GlobalSantaFe Corporation (the “Merger”).  We accounted for the reclassification as a reverse stock split and a dividend, which requires restatement of historical weighted-average shares outstanding and historical earnings per share for prior periods.  Per share amounts for all periods have been adjusted for the reclassification.  We applied the purchase accounting method for the Merger and identified Transocean Inc. as the acquirer in the business combination.  The balance sheet data as of December 31, 2007 represents the consolidated statement of financial position of the combined company.  The statement of operations and other financial data for the year ended December 31, 2007 include approximately one month of operating results and cash flows for the combined company.  Transocean Inc. financed payments made in connection with the reclassification and merger with borrowings under a $15 billion bridge loan facility.
(b)  
In May 2005 and June 2005, respectively, we completed the public offering and sale of our remaining interest in TODCO, a former wholly-owned subsidiary, pursuant to Rule 144 under the Securities Act of 1933, as amended (respectively referred to as the “May Offering” and the “June Sale”).  Following our initial and subsequent public offerings in the year ended December 31, 2004, we accounted for our remaining investment in TODCO using the equity method of accounting.  Following the May Offering, we accounted for our investment in TODCO using the cost method of accounting.  As a result of the June Sale, we no longer own any shares of TODCO common stock.
(c)  
Historical amounts have been adjusted to reflect our retrospective application of the accounting standards updates related to (i) convertible debt instruments that may be settled in cash upon conversion, (ii) noncontrolling interests in subsidiaries and (iii) earnings per share calculations considering participating securities.
 

- 31 -


 
ITEM 7.                 Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
 
The following information should be read in conjunction with the information contained in “Item 1. Business,” “Item 1A. Risk Factors” and the audited consolidated financial statements and the notes thereto included under “Item 8. Financial Statements and Supplementary Data” elsewhere in this annual report.
 
 
Overview
 
 
Transocean Ltd. (together with its subsidiaries and predecessors, unless the context requires otherwise, “Transocean,” the “Company,” “we,” “us” or “our”) is a leading international provider of offshore contract drilling services for oil and gas wells.  As of February 2, 2010, we owned, had partial ownership interests in or operated 138 mobile offshore drilling units.  As of this date, our fleet consisted of 44 High-Specification Floaters (Ultra-Deepwater, Deepwater and Harsh Environment semisubmersibles and drillships), 26 Midwater Floaters, 10 High-Specification Jackups, 55 Standard Jackups and three Other Rigs.  In addition, we had five Ultra-Deepwater Floaters under construction.
 
 
We operate in two reportable segments: (1) contract drilling services and (2) other operations.  Contract drilling services, our primary business, involves contracting our mobile offshore drilling fleet, related equipment and work crews primarily on a dayrate basis to drill oil and gas wells.  We believe our drilling fleet is one of the most modern and versatile fleets in the world, consisting of floaters, jackups and other rigs used in support of offshore drilling activities and offshore support services on a worldwide basis.  We specialize in technically demanding regions of the offshore drilling business with a particular focus on deepwater and harsh environment drilling services.
 
 
Our contract drilling operations are geographically dispersed in oil and gas exploration and development areas throughout the world.  Although rigs can be moved from one region to another, the cost of moving rigs and the availability of rig-moving vessels may cause the supply and demand balance to fluctuate somewhat between regions.  Still, significant variations between regions do not tend to persist long term because of rig mobility.  Our fleet operates in a single, global market for the provision of contract drilling services.  The location of our rigs and the allocation of resources to build or upgrade rigs are determined by the activities and needs of our customers.
 
 
The other operations segment includes drilling management services and oil and gas properties.  Drilling management services are provided through Applied Drilling Technology Inc., our wholly owned subsidiary, and through ADT International, a division of one of our U.K. subsidiaries (together, “ADTI”).  ADTI provides oil and gas drilling management services on either a dayrate basis or a completed-project, fixed-price (or “turnkey”) basis, as well as drilling engineering and drilling project management services.  Our oil and gas properties consist of exploration, development and production activities carried out through Challenger Minerals Inc. and Challenger Minerals (North Sea) Limited (together, “CMI”), our oil and gas subsidiaries.
 
 
In December 2008, Transocean Ltd. completed a transaction pursuant to an Agreement and Plan of Merger among Transocean Ltd., Transocean Inc., which was our former parent holding company, and Transocean Cayman Ltd., a company organized under the laws of the Cayman Islands that was a wholly owned subsidiary of Transocean Ltd., pursuant to which Transocean Inc. merged by way of schemes of arrangement under Cayman Islands law with Transocean Cayman Ltd., with Transocean Inc. as the surviving company (the “Redomestication Transaction”).  In the Redomestication Transaction, Transocean Ltd. issued one of its shares in exchange for each ordinary share of Transocean Inc.  In addition, Transocean Ltd. issued 16 million of its shares to Transocean Inc. for future use to satisfy Transocean Ltd.’s obligations to deliver shares in connection with awards granted under our incentive plans or other rights to acquire shares of Transocean Ltd.  The Redomestication Transaction effectively changed the place of incorporation of our parent holding company from the Cayman Islands to Switzerland.  As a result of the Redomestication Transaction, Transocean Inc. became a direct, wholly owned subsidiary of Transocean Ltd.  In connection with the Redomestication Transaction, we relocated our principal executive offices to Vernier, Switzerland.
 
 
Significant Events
 
 
Distribution recommendation—On February 16, 2010, we announced that our board of directors has decided to recommend that shareholders at our May 2010 annual general meeting approve a distribution in the form of a par value reduction denominated in Swiss francs for an amount equivalent to approximately U.S. $1.0 billion, or approximately U.S. $3.11 per share based on the current number of issued shares, payable in four installments.  See “—Liquidity and Capital Resources—Sources and Uses of Liquidity—Distribution recommendation.”
 
 
Share repurchase program—In May 2009, at our annual general meeting, our shareholders approved and authorized our board of directors, at its discretion, to repurchase an amount of our shares for cancellation with an aggregate purchase price of up to 3.5 billion Swiss francs, which is equivalent to approximately U.S. $3.2 billion at an exchange rate as of the close of trading on February 19, 2010 of U.S. $1.00 to 1.08 Swiss francs.  On February 12, 2010, our board of directors authorized our management to implement the share repurchase program. See “—Liquidity and Capital Resources—Sources and Uses of Liquidity—Share repurchase program.”
 
 
 
- 32 -

 
 
Fleet expansion—We have recently completed construction of seven Ultra-Deepwater newbuilds and each has departed the shipyard.  As of February 2, 2010, five of these units had been accepted by their respective customers and commenced their respective contracts.  See “—Outlook.”
 
 
Impairments—During 2009, we recorded impairment losses of $334 million, of which $279 million was associated with GSF Arctic II and GSF Arctic IV, which were classified as held for sale until these rigs were sold in January 2010.  Additionally, we recorded impairment losses of $49 million and $6 million related to customer relationships and trade name, respectively, associated with our drilling management services reporting unit.  These impairments were due primarily to the global economic downturn and depressed commodity prices.
 
 
Debt repayments—In March 2008, Transocean Inc. entered into a term credit facility under the Term Credit Agreement dated March 13, 2008 (the “Term Loan”) and borrowed $1.925 billion under the facility.  In April 2008, Transocean Inc. borrowed an additional $75 million, increasing the borrowings under this facility to $2.0 billion, the maximum allowed under the Term Loan.  During the year ended December 31, 2009, we repaid the outstanding borrowings and terminated the Term Loan.  In addition, we repurchased $901 million aggregate principal amount of the 1.625% Series A Convertible Senior Notes for an aggregate cash purchase price of $865 million.  See “—Liquidity and Capital Resources—Sources and Uses of Liquidity.”
 
 
Exchange listing—On February 16, 2010, we announced our intention to list our shares on the SIX in the second quarter of 2010, subject to the approval of the SIX.  We will continue to list our shares on the New York Stock Exchange.
 
 
Outlook
 
 
Drilling market—We believe the economic downturn and lower oil and gas prices, having fallen from the historical highs experienced in 2008, have led to diminished demand for jackups, midwater and moored deepwater units, resulting in lower utilization levels for these classes of assets.  Still, we expect market utilization to stabilize over the next few quarters, although possibly at lower levels than those of 2008, due to recent stability in oil and gas prices and the credit markets.  In addition, we expect this stability to result in improved contracting opportunities for our High-Specification Floater fleet during 2010.  However, we cannot be certain of the effect that the uncontracted capacity in 2010 and 2011 from newbuilds and existing units in the market could have on utilization for our High-Specification Floater fleet.  Consequently, we do not believe that the increased tendering will lead to a corresponding increase in dayrates or to a return to the highs experienced in 2008 in the near term.  See “Item 1A. Risk Factors” for a discussion of some of the risks associated with a continued decline in commodity prices and an extended worldwide economic downturn.
 
 
As of February 2, 2010, our contract backlog has declined to $30.4 billion compared to $32.2 billion as of November 2, 2009 and $39.8 billion as of December 31, 2008.  Although we are currently engaged in advanced discussions with customers on several additional opportunities, our backlog may continue to decline if we are unable to obtain new contracts for our rigs that sufficiently replace existing backlog as it is consumed over time.
 
 
Fleet status—The uncommitted fleet rate is the number of uncommitted days as a percentage of the total number of available rig calendar days in the period.  As of February 2, 2010, the uncommitted fleet rates for the remainder of 2010, 2011, 2012 and 2013 are as follows:
 
   
Years ending December 31,
Uncommitted fleet rate
 
2010
 
2011
 
2012
 
2013
High-Specification Floaters
 
9
%
 
25
%
 
42
%
 
51
%
Midwater Floaters
 
33
%
 
73
%
 
84
%
 
95
%
High-Specification Jackups
 
64
%
 
86
%
 
90
%
 
100
%
Standard Jackups
 
61
%
 
80
%
 
94
%
 
98
%
 

 
 
We have 11 existing contracts with fixed-price or capped options, and given current market conditions, we expect that a number of these options will not be exercised by our customers in 2010.  Well-in-progress or similar provisions of our existing contracts may delay the start of higher dayrates in subsequent contracts, and some of the delays could be significant.
 
 
High-Specification Floaters—Our Ultra-Deepwater Floater fleet is fully contracted for 2010, and we recently contracted one of our Deepwater Floaters that was available in 2011 for a three-year period.  Recent subletting of our High-Specification Floater fleet had minimal impact on our operations in 2009, but we cannot be certain of the impact on our operations in 2010 and beyond.
 
 
As of February 2, 2010, we had 42 of our 49 current and future High-Specification Floaters contracted through the end of 2010, with 31, including all of our newbuilds, contracted beyond 2011.  These 42 units also include all of our Ultra-Deepwater Floaters.  We believe the continued exploration successes in the deepwater offshore provinces will foster significant demand and should support our long-term positive outlook for our High-Specification Floater fleet.
 
 
 
- 33 -

 
 
Midwater Floaters—For our Midwater Floater fleet, which includes 26 semisubmersible rigs, near-term customer interest has remained steady and in line with the previous quarter.  Market utilization for this fleet, however, may face challenges from the deepwater moored floaters coming available in 2010 and potentially competing in the midwater floater market due to the lack of current opportunities in the deepwater market.  Tenders for our Midwater Floaters are generally shorter in duration, resulting in these units working on well-to-well programs.  Sixty-nine percent of our Midwater Floater fleet is committed to contracts that extend into the second quarter of 2010.  Although we have six stacked Midwater Floaters, we believe the recent increased tendering activity could result in a few units being extended or returned to work in the second half of 2010.
 
 
High-Specification Jackups and Standard Jackups—We continue to experience weakness in the jackup market.  Considering the number of units currently stacked and the number of newbuild units expected to enter the market without customer contracts and the absence of a corresponding increase in customer demand, we expect near-term dayrates for our jackup fleet to decline as contracts are renewed or completed.  As of February 2, 2010, we had three of our 10 High-Specification Jackups and 22 of our 55 Standard Jackups stacked.  Although we have two  High-Specification Jackups and 10 Standard Jackups completing their current contracts in the first quarter of 2010, the continued increase in tendering activity may result in the extension of these contracts or reactivation of a few of our stacked units in the second half of 2010.
 
 
Operating results—Key measures of our results of operations and financial condition are as follows:
 
   
Years ended December 31,
         
   
2009
   
2008
   
Change
 
   
(In millions, except average daily revenue and percentages)
 
         
(As adjusted)
       
Average daily revenue (a)(b)
 
$
271,400
   
$
240,300
   
$
31,100
 
Utilization (b)(c)
   
80
%
   
90
%
   
n/a
 
Statement of operations data
                       
Operating revenues
 
$
11,556
   
$
12,674
   
$
(1,118
)
Operating and maintenance expenses
   
5,140
     
5,355
     
(215
)
Operating income
   
4,400
     
5,357
     
(957
)
Net income attributable to controlling interest
   
3,181
     
4,031
     
(850
)
                         
Balance sheet data (at end of period)
                       
Cash and cash equivalents
   
1,130
     
963
     
167
 
Total assets
   
36,436
     
35,182
     
1,254
 
Total debt
   
11,717
     
13,557
     
(1,840
)
______________________________
 
“n/a” means not applicable.
(a)
Average daily revenue is defined as contract drilling revenue earned per revenue earning day.  A revenue earning day is defined as a day for which a rig earns dayrate after commencement of operations.  Stacking rigs, such as Midwater Floaters, High-Specification Jackups and Standard Jackups, has the effect of increasing the average daily revenue since these rig types are typically contracted at lower dayrates compared to the High-Specification Floaters.
(b)
Calculation excludes results for Joides Resolution, a drillship engaged in scientific geological coring activities that is owned by an unconsolidated joint venture in which we have a 50 percent interest and for which we apply the equity method of accounting.
(c)
Utilization is the total actual number of revenue earning days as a percentage of the total number of calendar days in the period.  Idle and stacked rigs are included in the calculation and reduce the utilization rate to the extent these rigs are not earning revenues.  Newbuilds are included in the calculation upon acceptance by the customer.
 
 
 
Resulting from the market pressures experienced in the year ended December 31, 2009, our revenues declined relative to those recognized in the prior year.  This decline was partially offset by revenues from the commencement of operations of five of our newbuild units.  Similarly, decreased operating activity resulted in a decline in our operating and maintenance expenses for the same period compared to the prior year period, which was partially offset by costs associated with the commencement of operations of five of our newbuild units.  As of December 31, 2009, we had reduced our total debt compared to December 31, 2008, considering repayments of borrowings under the Term Loan, reduced borrowings under our commercial paper program and repurchases of the 1.625% Series A Convertible Senior Notes (see “—Liquidity and Capital Resources—Sources and Uses of Liquidity”).
 
 
For the year ending December 31, 2010, we expect our total revenues to decline slightly compared to 2009.  The reduction is primarily caused by reduced drilling activity associated with stacked and idle rigs and reduced operating activity associated with our integrated services. However, we expect the decrease in revenue to be partially offset by a full year of drilling operations of our newbuilds delivered in 2009, the commencement of drilling operations of four additional newbuilds to be delivered in 2010, and increased operating activities of our other operations segment.
 
 
 
- 34 -

 
 
 
We expect our total operating and maintenance costs for 2010 to be in line with operating and maintenance costs for 2009 primarily due to a full year of drilling operations of our newbuilds delivered in 2009, the commencement of drilling operations of additional newbuilds to be delivered in 2010, an increase in planned shipyard and maintenance project costs, and an increase in operating activities of our other operations segment.  These increases are mostly offset by stacked and idle rigs and reduced integrated services activity.  Our projected operating and maintenance costs for 2010 remain uncertain and could be impacted by the actual level of activity as well as other factors.
 
 
Insurance matters—We periodically evaluate our hull and machinery and third-party liability insurance limits and self-insured retentions.  Effective May 1, 2009, we renewed our hull and machinery and third-party liability insurance coverages with provisions similar to previous policies.  Subject to large self-insured retentions, we carry hull and machinery insurance covering physical damage to the rigs for operational risks worldwide, and we carry liability insurance covering damage to third parties.  However, we do not generally have commercial market insurance coverage for physical damage losses, including liability for removal of wreck expenses, to our rigs due to named windstorms in the U.S. Gulf of Mexico and war perils worldwide.  Additionally, we do not carry insurance for loss of revenue, except on Dhirubhai Deepwater KG1 and Dhirubhai Deepwater KG2, with respect to which loss of revenue coverage is contractually required.  Also, for our subsidiaries ADTI and CMI, we generally self-insure operators’ extra expense coverage.  This coverage provides protection against expenses related to well control and redrill liability associated with blowouts.  Generally, ADTI’s customers assume, and indemnify ADTI for, liability associated with blowouts in excess of $50 million.  In the opinion of management, adequate accruals have been made based on known and estimated losses related to such exposures.
 
 
Tax matters—We are a Swiss corporation and we operate through our various subsidiaries in a number of countries throughout the world.  Our tax provision is based upon and subject to changes in the tax laws, regulations and treaties in effect in and between the countries in which our operations are conducted and income is earned.  Our effective tax rate for financial reporting purposes fluctuates from year to year, as our operations are conducted in different taxing jurisdictions.  A change in the tax laws, treaties or regulations in any of the countries in which we operate, or in which we are incorporated or resident, could result in a higher or lower effective tax rate on our worldwide earnings and, as a result, could have a material effect on our financial results.
 
 
Our income tax return filings in the major jurisdictions in which we operate worldwide are generally subject to examination for periods ranging from three to six years.  We have agreed to extensions beyond the statute of limitations in three major jurisdictions for up to 15 years.  Tax authorities in certain jurisdictions are examining our tax returns and in some cases have issued assessments.  We are defending our tax positions in those jurisdictions.  While we cannot predict or provide assurance as to the final outcome of these proceedings, we do not expect the ultimate liability to have a material adverse effect on our consolidated statement of financial position or results of operations although it may have a material adverse effect on our consolidated cash flows.
 
 
With respect to our 2004 and 2005 U.S. federal income tax returns, the U.S. tax authorities have withdrawn all of their previously proposed tax adjustments, except a claim regarding transfer pricing for certain charters of drilling rigs between our subsidiaries, reducing the total proposed adjustment to approximately $79 million, exclusive of interest.  We believe an unfavorable outcome on this assessment with respect to 2004 and 2005 activities would not result in a material adverse effect on our consolidated financial position, results of operations or cash flows.  If the authorities were to continue to pursue this position with respect to subsequent years and were successful in such assertion, our effective tax rate on worldwide earnings with respect to years following 2005 could increase substantially, and our earnings and cash flows from operations could be materially and adversely affected.  Although we believe the transfer pricing for these charters is materially correct, we have been unable to reach a resolution with the tax authorities and we expect the matter to proceed to litigation.
 
 
The U.S. tax authorities’ original assessment also asserted that one of our key subsidiaries maintains a permanent establishment in the U.S. and is, therefore, subject to U.S. taxation on certain earnings effectively connected to such U.S. business.  In November 2009, we were notified that this position was withdrawn by the U.S. tax authorities.  If the authorities were to continue to pursue this position with respect to years following 2005 and were successful in such assertion, our effective tax rate on worldwide earnings with respect to those years could increase substantially, and our earnings and cash flows from operations could be materially and adversely affected.  We believe our returns are materially correct as filed, and we will continue to vigorously defend against any such claim.
 
 
In October 2009, we received verbal notification from the U.S. tax authorities of potential adjustments related to a series of restructuring transactions that occurred between 2001 and 2004, but we have not received a formal assessment or notification that a formal assessment will be issued.  These restructuring transactions ultimately resulted in the disposition of our TODCO entity in 2004.  We believe that our tax returns are materially correct as filed, and we will vigorously defend against any potential claim.
 
 
Norwegian civil tax and criminal authorities are investigating various transactions undertaken by our subsidiaries in 2001 and 2002 as well as the actions of our former external advisors on these transactions.  The authorities issued tax assessments of approximately $269 million, plus interest, related to certain restructuring transactions, approximately $71 million, plus interest, related to a 2001 dividend payment, approximately $5 million, plus interest, related to foreign exchange deductions and approximately $2 million, plus interest, related to dividend withholding tax.  We plan to appeal these tax assessments.  We may be required to provide some form of financial security, in an amount up to $736 million, including interest and penalties, for these assessed amounts as this dispute is appealed and addressed by the Norwegian courts.  Furthermore, the authorities have also issued notification of their intent to issue a tax assessment of approximately $173 million, plus interest, related to the migration of a subsidiary that was previously
 
 
- 35 -

 
 
subject to tax in Norway.  The authorities have indicated that they plan to seek penalties of 60 percent on all matters.  We have and will continue to respond to all information requests from the Norwegian authorities.  We plan to vigorously contest any assertions by the Norwegian authorities in connection with the various transactions being investigated.
 
 
During the year ended December 31, 2009, our long-term liability for unrecognized tax benefits related to these Norwegian tax issues increased by $35 million to $181 million due to the accrual of interest and exchange rate fluctuations.  While we cannot predict or provide assurance as to the final outcome of these proceedings, we do not expect the ultimate resolution of these matters to have a material adverse effect on our consolidated financial position or results of operations, although it may have a material adverse effect on our consolidated cash flows.
 
 
Certain of our Brazilian income tax returns for the years 2000 through 2004 are currently under examination.  The Brazil tax authorities have issued tax assessments totaling $114 million, plus a 75 percent penalty of $86 million and interest of $99 million through December 31, 2009.  We believe our returns are materially correct as filed, and we are vigorously contesting these assessments.  We filed a protest letter with the Brazilian tax authorities on January 25, 2008, and we are currently engaged in the appeals process.
 
 
See Notes to Consolidated Financial Statements—Note 7—Income Taxes.
 
 
Regulatory matters—In June 2007, GlobalSantaFe’s management retained outside counsel to conduct an internal investigation of its Nigerian and West African operations, focusing on brokers who handled customs matters with respect to its affiliates operating in those jurisdictions and whether those brokers have fully complied with the U.S. Foreign Corrupt Practices Act (“FCPA”) and local laws.  GlobalSantaFe commenced its investigation following announcements by other oilfield service companies that they were independently investigating the FCPA implications of certain actions taken by third parties in respect of customs matters in connection with their operations in Nigeria, as well as another company’s announced settlement implicating a third party handling customs matters in Nigeria.  In each case, the customs broker was reported to be Panalpina Inc., which GlobalSantaFe used to obtain temporary import permits for its rigs operating offshore Nigeria.  GlobalSantaFe voluntarily disclosed its internal investigation to the U.S. Department of Justice (the “DOJ”) and the Securities and Exchange Commission (“SEC”) and, at their request, expanded its investigation to include the activities of its customs brokers in certain other African countries.  The investigation is focusing on whether the brokers have fully complied with the requirements of their contracts, local laws and the FCPA and GlobalSantaFe’s possible involvement in any inappropriate or illegal conduct in connection with such brokers.  In late November 2007, GlobalSantaFe received a subpoena from the SEC for documents related to its investigation.  In addition, the SEC advised GlobalSantaFe that it had issued a formal order of investigation.  After the completion of the merger with GlobalSantaFe, outside counsel began formally reporting directly to the audit committee of our board of directors.  Our legal representatives are keeping the DOJ and SEC apprised of the scope and details of their investigation and producing relevant information in response to their requests.
 
 
On July 25, 2007, our legal representatives met with the DOJ in response to a notice we received requesting such a meeting regarding our engagement of Panalpina Inc. for freight forwarding and other services in the U.S. and abroad.  The DOJ informed us that it was conducting an investigation of alleged FCPA violations by oil service companies who used Panalpina Inc. and other brokers in Nigeria and other parts of the world.  We developed an investigative plan which has continued to be amended and which would allow us to review and produce relevant and responsive information requested by the DOJ and SEC.  The investigation was expanded to include one of our agents for Nigeria.  This investigation and the legacy GlobalSantaFe investigation are being conducted by outside counsel who reports directly to the audit committee of our board of directors.  The investigation has focused on whether the agent and the customs brokers have fully complied with the terms of their respective agreements, the FCPA and local laws and the company’s and its employees’ possible involvement in any inappropriate or illegal conduct in connection with such brokers and agent.  Our outside counsel has coordinated their efforts with the DOJ and the SEC with respect to the implementation of our investigative plan, including keeping the DOJ and SEC apprised of the scope and details of the investigation and producing relevant information in response to their requests.  The SEC has also now issued a formal order of investigation in this case and issued a subpoena for further information, including information related to the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) investigation described below.
 
 
Our internal compliance program has detected a potential violation of U.S. sanctions regulations in connection with the shipment of goods to our operations in Turkmenistan.  Goods bound for our rig in Turkmenistan were shipped through Iran by a freight forwarder.  Iran is subject to a number of economic regulations, including sanctions administered by OFAC, and comprehensive restrictions on the export and re-export of U.S.-origin items to Iran.  Iran has been designated as a state sponsor of terrorism by the U.S. State Department.  Failure to comply with applicable laws and regulations relating to sanctions and export restrictions may subject us to criminal sanctions and civil remedies, including fines, denial of export privileges, injunctions or seizures of our assets.  See “Item 1A. Risk Factors–Our non-U.S. operations involve additional risks not associated with our U.S. operations.”  We have self-reported the potential violation to OFAC and retained outside counsel who conducted an investigation of the matter and submitted a report to OFAC.
 
 
We are continuing to cooperate with the DOJ, SEC and OFAC.  We expect these investigations will continue to result in the incurrence of significant legal fees and related expenses as well as involve significant management time.  We cannot predict the ultimate outcome of these investigations, the total costs to be incurred in completing the investigations, the potential impact on personnel, the effect of implementing any further measures that may be necessary to ensure full compliance with applicable laws or to what extent, if at all, we could be subject to fines, sanctions or other penalties.  In response to these investigations, we have implemented measures to strengthen and expand our compliance program and training.
 
 
 
- 36 -

 
 
In addition, from time to time, we receive inquiries from governmental regulatory agencies regarding our operations around the world, including inquiries with respect to types of matters similar to those described above.  To the extent appropriate under the circumstances, we investigate such matters, respond to such inquiries and cooperate with the regulatory agencies.  Although we are unable to predict the outcome of any of these matters, we do not expect the liability, if any, resulting from these inquiries to have a material adverse effect on our consolidated statement of financial position, results of operations or cash flows.
 
 
Performance and Other Key Indicators
 
 
Contract backlog—The following table presents our contract backlog, including firm commitments only, for our contract drilling services segment as of December 31, 2009 and 2008.  Firm commitments are represented by signed drilling contracts or, in some cases, by other definitive agreements awaiting contract execution.  Our contract backlog is calculated by multiplying the full contractual operating dayrate by the number of days remaining in the firm contract period, excluding revenues for mobilization, demobilization and contract preparation or other incentive provisions, which are not expected to be significant to our contract drilling revenues.  The contractual operating dayrate may be higher than certain other rates included in the contract, such as a waiting-on-weather rate, repair rate or force majeure rate.
 
   
December 31,
 
   
2009
   
2008
 
Contract backlog
 
(In millions)
 
High-Specification Floaters
 
$
25,704
   
$
29,770
 
Midwater Floaters
   
3,412
     
5,801
 
High-Specification Jackups
   
374
     
507
 
Standard Jackups
   
1,601
     
3,568
 
Other Rigs
   
80
     
107
 
Total
 
$
31,171
   
$
39,753
 
 

 
 
The firm commitments that comprise the contract backlog for our contract drilling services segment as of December 31, 2009 are presented in the following table along with the associated average contractual dayrates.  The actual amounts of revenues earned and the actual periods during which revenues are earned will differ from the amounts and periods shown in the tables below due to various factors, including shipyard and maintenance projects, unplanned downtime and other factors that result in lower applicable dayrates than the full contractual operating dayrate.  Additional factors that could affect the amount and timing of actual revenue to be recognized and timing include customer liquidity issues and contract terminations, which are available to our customers under certain circumstances.  The contract backlog average contractual dayrate is defined as the contracted operating dayrate to be earned per revenue earning day in the period.  A revenue earning day is defined as a day for which a rig earns a dayrate during the firm contract period after commencement of operations.
 
   
For the years ending December 31,
 
   
Total
   
2010
   
2011
   
2012
   
2013
   
Thereafter
 
Contract backlog
 
(In millions, except average dayrates)
 
High-Specification Floaters
 
$
25,704
   
$
6,258
   
$
6,219
   
$
4,776
   
$
4,104
   
$
4,347
 
Midwater Floaters
   
3,412
     
1,894
     
735
     
438
     
118
     
227
 
High-Specification Jackups
   
374
     
223
     
84
     
65
     
2
     
 
Standard Jackups
   
1,601
     
935
     
462
     
135
     
34
     
35
 
Other Rigs
   
80
     
28
     
26
     
26
     
     
 
Total contract backlog
 
$
31,171
   
$
9,338
   
$
7,526
   
$
5,440
   
$
4,258
   
$
4,609
 
                                                 
Average contractual dayrates
 
Total
   
2010
   
2011
   
2012
   
2013
   
Thereafter
 
High-Specification Floaters
 
$
465,000
   
$
448,000
   
$
479,000
   
$
482,000
   
$
480,000
   
$
441,000
 
Midwater Floaters
   
337,000
     
344,000
     
366,000
     
338,000
     
261,000