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8-K - CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES - Transocean Ltd.a13-5866_18k.htm

Exhibit 99.1

 

 

Ernst & Young Ltd

 

Maagplatz 1

 

P.O. Box

 

CH-8010 Zurich

 

 

 

Phone

+41 58 286 31 11

 

Fax

+41 58 286 40 20

 

www.ey.com/ch

 

To the Annual General Meeting of

 

Transocean Ltd., Steinhausen

 

Zurich, March 1, 2013

 

Report of the statutory auditor on the financial statements

 

As statutory auditor, we have audited the financial statements of Transocean Ltd., which comprise the statement of operations, balance sheet and notes pages (SR-2 to SR-20), for the year ended December 31, 2012.

 

Board of Directors’ responsibility

The Board of Directors is responsible for the preparation of the financial statements in accordance with the requirements of Swiss law and the company’s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

 

Auditor’s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

In our opinion, the financial statements for the year ended December 31, 2012 comply with Swiss law and the company’s articles of incorporation.

 

Report on other legal requirements

 

We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence.

 

In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists, which has been designed for the preparation of financial statements according to the instructions of the Board of Directors.

 

We further confirm that the proposed appropriation of available earnings complies with Swiss law and the company’s articles of incorporation. We recommend that the financial statements submitted to you be approved.

 

Ernst & Young Ltd

 

 

 

 

 

/s/ Robin Errico

 

/s/ Jolanda Dolente

Licensed audit expert

 

Licensed audit expert

(Auditor in charge)

 

 

 



 

TRANSOCEAN LTD.

STATEMENT OF OPERATIONS

(in CHF thousands)

 

 

 

Year ended

 

Year ended

 

 

 

December 31,

 

December 31,

 

 

 

2012

 

2011

 

 

 

 

 

 

 

Income

 

 

 

 

 

Interest income

 

49

 

56

 

Total income

 

49

 

56

 

 

 

 

 

 

 

General and administrative expenses

 

51,632

 

81,126

 

Depreciation

 

268

 

253

 

Financial expenses

 

7,649

 

9,311

 

Interest expense

 

11,707

 

9,564

 

Total expenses

 

71,256

 

100,254

 

 

 

 

 

 

 

Net Income (loss)

 

(71,207

)

(100,198

)

 

See accompanying notes.

 

SR-2



 

TRANSOCEAN LTD.
BALANCE SHEET

(in CHF thousands)

 

 

 

December 31,

 

December 31,

 

 

 

2012

 

2011

 

Assets

 

 

 

 

 

Cash

 

21,605

 

2,737

 

Receivables from affiliates

 

11,272

 

7,051

 

Trade and other current assets

 

2,712

 

5,734

 

Total current assets

 

35,589

 

15,522

 

 

 

 

 

 

 

Property and equipment

 

1,222

 

1,257

 

Less accumulated depreciation

 

808

 

563

 

Property and equipment, net

 

414

 

694

 

 

 

 

 

 

 

Investment in affiliates

 

17,436,710

 

17,282,047

 

Treasury shares

 

256,949

 

256,949

 

Other non-current assets

 

78

 

69

 

Total assets

 

17,729,740

 

17,555,281

 

 

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

Accounts payable to affiliates

 

876

 

212

 

Interest payable to affiliates

 

2,643

 

6,631

 

Dividend payable

 

 

259,451

 

Trade and other current liabilities

 

11,529

 

4,896

 

Total current liabilities

 

15,048

 

271,190

 

 

 

 

 

 

 

Long-term note payable to affiliates

 

542,512

 

465,097

 

Other non-current liabilities

 

1,737

 

760

 

Total non-current liabilities

 

544,249

 

465,857

 

 

 

 

 

 

 

Share capital

 

5,607,459

 

5,477,029

 

Legal reserve

 

 

 

 

 

General legal reserves

 

 

 

 

 

Reserve from capital contribution

 

11,165,400

 

9,882,947

 

Reserve for treasury shares

 

 

 

 

 

Reserve from capital contribution

 

307,300

 

295,100

 

Free reserve

 

 

 

 

 

Dividend reserve from capital contribution

 

 

1,001,667

 

Retained earnings

 

 

 

 

 

Earnings brought forward

 

161,491

 

261,689

 

Net Income (loss) of the period

 

(71,207

)

(100,198

)

Total shareholders’ equity

 

17,170,443

 

16,818,234

 

Total liabilities and shareholders’ equity

 

17,729,740

 

17,555,281

 

 

See accompanying notes.

 

SR-3



 

TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS

 

Note 1 — General

 

Transocean Ltd. (“Transocean,” the “Company,” the “Group”, “we,” “us”, or “our”) is the parent company of Transocean Inc., Transocean Management Ltd., and Transocean Services AS. The statutory financial statements are of overriding importance for the purpose of the economic and financial assessment of the Company. The unconsolidated statutory financial statements of the Company are prepared in accordance with Swiss law.

 

The financial statements of Transocean Ltd. have been prepared in accordance with the requirements of the Swiss Code of Obligations. Transocean Ltd. is listed on the New York Stock Exchange and on the SIX Swiss Exchange, and is registered with the commercial register in the canton of Zug.

 

Note 2 — Summary of Significant Accounting Policies

 

Exchange rate differences — The Company keeps its accounting records in U.S. Dollars (“USD”) and translates them into Swiss Francs (“CHF”) for statutory reporting purposes. Assets and liabilities denominated in foreign currencies are translated into CHF using the year-end rates of exchange, except investments in affiliates and the Company’s equity (other than current-year transactions), which are translated at historical rates. Income statement transactions are translated into Swiss Francs at the average rate of the year. Exchange differences arising from business transactions and net unrealized losses are recorded in the income statement. Net unrealized gains are deferred and recorded in other current liabilities on the balance sheet.

 

Current assets and liabilities — Current assets and liabilities are recorded at cost less adjustments for impairment of value.

 

Financial assets—Financial assets are recorded at acquisition cost less adjustments for impairment of value.

 

Cash—Cash consists of cash in the bank.

 

Property and equipment — Property and equipment consists primarily of office equipment and is recorded at historical cost net of accumulated depreciation. We generally provide for depreciation under the straight-line method. The estimated original useful life of our office equipment is four years.

 

SR-4



 

TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued

 

Note 3 — Investment in Affiliates

 

(in CHF thousands), except for share capital amount (local currency)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Share

 

 

 

 

 

 

 

 

 

 

 

Ownership

 

capital amount

 

Investment

 

Company name

 

Purpose

 

Domicile

 

interest

 

(local currency)

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transocean Inc.

 

Holding

 

Cayman Islands

 

100

%

USD

0.01

 

16,476,108

 

16,476,108

 

Transocean Management Ltd.

 

Management and administration

 

CH - Geneva

 

90

%

CHF

100.00

 

90

 

90

 

Transocean Services AS

 

Management and administration

 

Norway

 

99

%

NOK

100.00

 

960,512

 

805,849

 

 

Principal indirect investments in affiliates include:

 

Company name

 

Purpose

 

Domicile

 

Ownership
interest

 

 

 

 

 

 

 

 

 

Global Marine Inc.

 

Leasing/Operating

 

United States

 

100

%

GSF Leasing Services GmbH

 

Leasing

 

CH - Zug

 

100

%

Sedco Forex Holdings Limited

 

Leasing/Operating

 

Cayman Islands

 

100

%

Sedco Forex International Inc.

 

Leasing/Operating

 

Panama

 

100

%

Transocean Drilling Offshore S.a.r.l.

 

Leasing/Operating

 

Luxembourg

 

100

%

Transocean Financing GmbH

 

Financing

 

CH - Zug

 

100

%

Transocean Hungary Holdings LLC

 

Leasing/Operating

 

Hungary

 

100

%

Transocean Norway Drilling AS

 

Holding

 

Norway

 

100

%

Transocean Offshore Deepwater Drilling Inc.

 

Leasing/Operating

 

United States

 

100

%

Transocean Offshore Holdings Limited

 

Holding

 

Cayman Islands

 

100

%

Transocean Offshore International Ventures Limited

 

Leasing/Operating

 

Cayman Islands

 

100

%

Transocean Venture Holdings GmbH

 

Holding

 

CH - Zug

 

100

%

Transocean Worldwide Inc.

 

Holding

 

Cayman Islands

 

100

%

Triton Asset Leasing GmbH

 

Leasing

 

CH - Zug

 

100

%

Triton Hungary Investments 1 Kft.

 

Holding

 

Hungary

 

100

%

Triton Nautilus Asset Leasing GmbH

 

Leasing

 

CH - Zug

 

100

%

 

SR-5



 

TRANSOCEAN LTD
NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued

 

Note 4 — Shareholders’ Equity

 

(in CHF thousands except share data)

 

 

 

 

 

 

 

Legal reserve

 

Free reserve

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserve for

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General legal

 

treasury shares -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

reserves - reserve

 

reserve from

 

Reserve from

 

Dividend reserve

 

 

 

Total

 

 

 

Ordinary shares

 

from capital

 

capital

 

capital

 

from capital

 

Retained

 

shareholder’s

 

 

 

Shares

 

Amount

 

contribution

 

contribution (a)

 

contribution

 

contribution

 

earnings

 

equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2010

 

335,235,298

 

5,028,529

 

7,925,000

 

279,628

 

3,243,051

 

 

261,689

 

16,737,897

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Treasury share repurchases

 

 

 

(15,472

)

15,472

 

 

 

 

 

Transfer to general reserve

 

 

 

3,243,051

 

 

(3,243,051

)

 

 

 

Tranfer to free reserve - dividend reserve

 

 

 

(1,937,000

)

 

 

1,937,000

 

 

 

Dividend

 

 

 

 

 

 

(935,333

)

 

(935,333

)

Authorized capital increase

 

29,900,000

 

448,500

 

667,368

 

 

 

 

 

 

1,115,868

 

Net Income

 

 

 

 

 

 

 

(100,198

)

(100,198

)

Balance at December 31, 2011

 

365,135,298

 

5,477,029

 

9,882,947

 

295,100

 

 

1,001,667

 

161,491

 

16,818,234

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

TPDI put option exercise

 

8,695,351

 

130,430

 

286,860

 

 

 

 

 

417,290

 

Treasury share repurchases

 

 

 

(12,200

)

12,200

 

 

 

 

 

Transfer from divdend payable

 

 

 

 

 

 

6,126

 

 

6,126

 

Transfer to general reserve

 

 

 

1,007,793

 

 

 

(1,007,793

)

 

 

Net income

 

 

 

 

 

 

 

(71,207

)

(71,207

)

Balance at December 31, 2012

 

373,830,649

 

5,607,459

 

11,165,400

 

307,300

 

 

 

90,284

 

17,170,443

 

 


(a)              The reserve for treasury shares represents the cost of treasury shares held directly by Transocean Ltd. and indirectly by Transocean Inc.  During 2012, our affiliate, Transocean Inc., purchased 269,082 treasury shares in connection with share-based compensation valued at CHF 12.2 million. During 2011, our affiliate purchased 224,121 treasury shares in connection with share-based compensation valued at CHF 15.5 million. See Note 5—Treasury Shares.

 

Conditional share capital — Our articles of association provide for conditional capital that allows the issuance of 167,617,649 additional registered shares without obtaining additional shareholder approval.  The conditional shares may be issued:

 

(1)         Through the exercise of conversion, exchange, option, warrant or similar rights for the subscription of shares granted in connection with bonds, options, warrants or other securities newly or already issued in national or international capital markets or new or already existing contractual obligations convertible into or exercisable or exchangeable for Transocean Ltd. registered shares or shares of one of its group companies or any of their respective predecessors ; or

(2)         In connection with the issuance of registered shares, options or other share-based awards to directors, employees, contractors, consultants or other persons providing services to Transocean Ltd. or one of its subsidiaries.

 

In connection with the issuance of bonds, notes, warrants or other financial instruments or contractual obligations convertible into or exercisable or exchangeable for Transocean Ltd. registered shares, the board of directors is authorized to withdraw or limit the advance subscription rights of shareholders in certain circumstances.

 

Authorized share capital — At the annual general meeting on May 13, 2011, our shareholders approved an authorized share capital in the amount of CHF 1,005,705,855, authorizing the issuance of a maximum of 67,047,057 fully paid-in shares with a par value of CHF 15 each, which expires on May 13, 2013.  On November 18, 2011, our board of directors resolved, based on our authorized share capital contained in our articles of association dated May 13, 2011, to increase our share capital through the issuance of up to 30,000,000 new, fully paid in shares.  In December 2011, we completed a public offering of 29.9 million shares at a share price of USD 40.50, equivalent to CHF 37.32 using an exchange rate of USD 1.00 to CHF 0.9215.  On December 5, 2011, we received proceeds of CHF 1.1 billion, net of underwriting discounts and commissions, estimated issuance costs and the Swiss Federal Issuance Stamp Tax.  These issuance costs totaling CHF 48 million were expensed and are included in general and administrative expenses. At December 31, 2011, the authorized share capital amounted to CHF 557,205,855, authorizing the issuance of a maximum of 37,147,057 fully paid-up shares with a par value of CHF 15 each at any time until May 13, 2013.

 

On May 31, 2012, we issued 8.7 million shares to Transocean Pacific Drilling Holdings Limited, for delivery to Quantum Pacific Management Limited, a third-party interest holder in Transocean Pacific Drilling Inc. (“TPDI”), in exchange for its 50%-ownership interest in TPDI. At December 31, 2012, the authorized share capital amounted to CHF 426,775,590, authorizing the issuance of a maximum 28,451,706 full paid-up shares with a par value of CHF 15 each at any time until May 13, 2013.

 

SR-6



 

TRANSOCEAN LTD
NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued

 

Dividend distribution — In May 2011, at our annual general meeting, our shareholders approved a dividend of USD 3.16 per outstanding share, payable in four equal installments of USD 0.79 per outstanding share, subject to certain limitations.  In May 2011, we transferred CHF 1,937 million out of General Legal Reserve — Reserve from Capital Contribution to Dividend Reserve from Capital Contribution and recognized a dividend payable in the amount of approximately CHF 935 million, recorded in other current liabilities, with the corresponding entry to Dividend Reserve.  On June 15, 2011, September 21, 2011 and December 21, 2011 we paid the first three installments, in the aggregate amount of CHF 676 million, to shareholders of record as of May 20, 2011, August 26, 2011 and November 25, 2011, respectively.  At December 31, 2011, the carrying amount of the unpaid distribution payable was CHF 259 million. On March 21, 2012, we paid the fourth and final installment of CHF 253 million and transferred the remaining CHF 6.1 million back to Dividend Reserve from Capital Contribution. The aggregate amount of the Dividend Reserve from Capital Contribution that was not used for the dividend payments, i.e., CHF 1,007,793, was transferred back to General Legal Reserve - Reserve from Capital Contribution.

 

Note 5 — Treasury Shares

 

 

 

Number

 

 

 

 

 

of shares

 

Share % (a)

 

 

 

 

 

 

 

Total treasury registered shares at December 31, 2010

 

16,144,620

 

4.82

%

Transferred during the year under share-based compensation plans

 

(825,115

)

 

 

Balance at December 31, 2011

 

15,319,505

 

4.20

%

 

 

 

 

 

 

Transferred during the year under share-based compensation plans

 

(1,004,107

)

 

 

Balance at December 31, 2012

 

14,315,398

 

3.83

%

 


(a)         2010 share percentage is based on 335,235,298 shares issued. 2011 share percentage is based on 365,135,298 shares issued which included the 29.9 million authorized share capital increase in December 2011. 2012 share percentage is based on 373,830,649 shares issued, which includes the 8,695,351 authorized share capital increase in May 2012.

 

Shares held by subsidiary — In 2012 and 2011 1,004,107 and 825,115 treasury shares, respectively, were transferred to satisfy obligations under share-based compensation plans from the treasury shares issued to Transocean Inc. as part of the Redomestication Transaction in connection with obligations under share-based compensation plans.  The proceeds of the treasury share transfers in connection with exercises of options amounted to CHF 9 million and CHF 8.7 million for 2012 and 2011, respectively.  Transfers under restricted share awards schemes were at book value.

 

Share repurchase program — During the year ended December 31, 2010, following the authorization by our Board of Directors, we repurchased 2,863,267 of our shares under the share repurchase program for an aggregate purchase price of CHF 257 million.  There were no repurchases under this program in 2011 or 2012.  These shares have not been marked to market because they are to be cancelled.

 

Note 6 — Significant Shareholders

 

As of December 31, 2012 and 2011 we had no shareholders that, to the knowledge of the Company, were beneficial owners of more than 5% of the Company’s issued share capital.

 

Transocean held directly and indirectly through its affiliate, Transocean Inc., 14,315,398 and 15,319,505 treasury shares representing 3.83% and 4.20% of the issued share capital at December 31, 2012 and 2011, respectively, as outlined in Note 5 — Treasury Shares.

 

SR-7



 

TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued

 

Note 7 — Board of Directors Compensation

 

Directors who are employees of the Company do not receive compensation for Board service.  At present, all of the directors except Steven L. Newman are non-employees and receive compensation.

 

We use a combination of cash and equity incentive compensation to attract and retain qualified candidates to serve on our Board.  The Corporate Governance Committee annually reviews the compensation paid to non-executive directors and makes a recommendation to the Board regarding its determinations. When making its recommendations to the Board, the Corporate Governance Committee can exercise its discretion as to the level and mix of compensation paid to the directors.  In February 2012, based upon its review of director compensation and the advice of our former compensation consultant, the Corporate Governance Committee, in exercising its discretion, concluded that the total compensation received by non-executive directors was within a competitive range relative to members of the Company’s peer group generally used for the consideration of executive compensation and that the mix of cash and equity incentive compensation was appropriate and in line with current market competitive practice and recommended no change. Based on this recommendation, the Board exercised its discretion and left the compensation levels unchanged from those paid in 2011.

 

Non-employee director compensation is listed in the table below:

 

(in CHF)

 

2012 (a)

 

2011 (a)

 

 

 

 

 

 

 

Annual retainer

 

84,389

 

79,790

 

Additional annual retainer for Committee Chairmen:

 

 

 

 

 

Audit Committee

 

32,818

 

31,029

 

Executive Compensation Committee

 

18,753

 

17,731

 

Corporate Governance, Finance and Benefits, and Health, Safety and Environment Committees

 

9,377

 

8,866

 

Board meeting attendance fee (b)

 

2,344

 

2,216

 

Committee meeting attendance fee (c)

 

2,344

 

2,216

 

Grant of deferred units in CHF

 

245,814

 

228,440

 

 


(a)                                 Non-employee director compensation is paid in USD and did not change from 2011 to 2012.  The fees fluctuation from 2011 in the table above is due to the difference in exchange rate used for the presentation of the Swiss statutory financial statements.

(b)                                 The board meeting attendance fee is paid for those meetings that were attended in excess of the four regularly scheduled board meetings.

(c)                                  The committee meeting attendance fee is only paid for those meetings that were attended in excess of four regularly scheduled committee meetings.

 

Since May 2011, J. Michael Talbert has served the Company as its non-executive Chairman of the Board, in which capacity he has received a CHF 248,480 annual retainer, paid quarterly, in lieu of the annual retainer the other non-employee directors receive.  Until his retirement in May 2011, our former Chairman, Robert E. Rose, received a CHF 294,335 annual retainer, paid quarterly.  Prior to May 2011, Mr. Talbert served the Company as its non-executive Vice-Chairman of the Board, in which capacity he received a CHF 44,328 annual retainer, paid quarterly, in addition to the annual retainer the other non-employee directors received. Mr. Rose and Mr. Talbert also received the same meeting fees and the grant of deferred units to non-employee directors described above. All retainers are paid on a quarterly basis and are only paid for quarters in which the director actually served.

 

In addition, we pay or reimburse our directors’ travel and incidental expenses incurred for attending Board, committee and shareholder meetings and for other Company business-related purposes.

 

At our Board meeting held immediately after the 2012 annual general meeting of our shareholders, the Board granted 5,742 deferred units to each non-employee director equal in aggregate value to CHF 245,814 based upon the average price of the high and low sales prices of our shares for the 10 trading days immediately prior to the date of our Board meeting (calculated at CHF 42.81 per share).  The terms of the deferred units included vesting in equal installments over three years, on the first, second and third anniversaries of the date of grant, and a requirement that each director hold the vested deferred units or the shares attributable to such units until they leave the Board.  Vesting of the deferred units is not subject to any performance measures.

 

SR-8



 

TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued

 

The following table summarizes the compensation of our non-employee directors for 2012:

 

Name

 

Function

 

Total
compensation
(a)

 

Fees earned
(b)

 

Annual
deferred
units (c)

 

Annual
deferred
units in
shares

 

 

 

 

 

(CHF)

 

(CHF)

 

(CHF)

 

 

 

J. Michael Talbert

 

Chairman of the Board

 

511,037

 

265,223

 

245,814

 

5,742

 

Glyn Barker (d), (e)

 

Member of the Board

 

305,242

 

59,428

 

245,814

 

5,742

 

Jagjeet Bindra (g), (h)

 

Member of the Board

 

337,683

 

91,869

 

245,814

 

5,742

 

Thomas W. Cason (d), (e)

 

Member of the Board

 

370,112

 

124,298

 

245,814

 

5,742

 

Vanessa C.L. Chang (d), (e)

 

Member of the Board

 

302,898

 

57,084

 

245,814

 

5,742

 

Chad Deaton (e), (h)

 

Member of the Board

 

305,242

 

59,428

 

245,814

 

5,742

 

Tan Ek Kia (f), (h)

 

Member of the Board

 

344,715

 

98,901

 

245,814

 

5,742

 

Steve Lucas (d), (e)

 

Member of the Board and Chairman of the Audit Committee

 

367,345

 

121,531

 

245,814

 

5,742

 

Martin B. McNamara (f), (g)

 

Member of the Board and Chairman of the Corporate Governance Committee

 

366,882

 

121,068

 

245,814

 

5,742

 

Edward R. Muller (f), (g)

 

Member of the Board and Chairman of the Executive Compensation Committee

 

372,456

 

126,642

 

245,814

 

5,742

 

Robert M. Sprague (f), (h)

 

Member of the Board and Chairman of the Health, Safety, and Environment Committee

 

366,882

 

121,068

 

245,814

 

5,742

 

Ian C. Strachan (d), (g)

 

Member of the Board and Chairman of the Finance/Benefits Committee

 

362,194

 

116,380

 

245,814

 

5,742

 

Total

 

 

 

4,312,688

 

1,362,920

 

2,949,768

 

68,904

 

 


(a)                                  Compensation for the period of Board membership from January 1, 2012 to December 31, 2012.

(b)                                  Fees earned from January 1, 2012 to December 31, 2012 include the retainer, meeting fees, and dividends earned on shares.

(c)                                   Deferred units are based on the fair value granted during the year.

(d)                                  Members of the Finance/Benefits Committee

(e)                                   Members of the Audit Committee

(f)                                    Members of Executive Compensation Committee

(g)                                   Members of Corporate Governance Committee

(h)                                  Members of Health, Safety, and Environment Committee

 

SR-9



 

TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued

 

The following table summarizes the compensation of our non-employee directors for 2011:

 

Name

 

Function

 

Total
compensation
(a)

 

Fees earned
(b)

 

Annual
deferred
units (c)

 

Annual
deferred
units in
shares

 

 

 

 

 

(CHF)

 

(CHF)

 

(CHF)

 

 

 

J. Michael Talbert

 

Chairman of the Board

 

450,505

 

222,065

 

228,440

 

3,768

 

Jagjeet Bindra (g), (h)

 

Member of the Board

 

286,993

 

58,553

 

228,440

 

3,768

 

Thomas W. Cason (d), (e)

 

Member of the Board and Chairman of the Audit Committee

 

380,177

 

151,737

 

228,440

 

3,768

 

Tan Ek Kia (f), (h)

 

Member of the Board

 

289,209

 

60,769

 

228,440

 

3,768

 

Steve Lucas (d), (e)

 

Member of the Board

 

298,075

 

69,635

 

228,440

 

3,768

 

Martin B. McNamara (f), (g)

 

Member of the Board and Chairman of the Corporate Governance Committee

 

344,715

 

116,275

 

228,440

 

3,768

 

Edward R. Muller (f), (g)

 

Member of the Board and Chairman of the Executive Compensation Committee

 

351,365

 

122,925

 

228,440

 

3,768

 

Robert M. Sprague (f), (h)

 

Member of the Board and Chairman of the Health, Safety, and Environment Committee

 

342,499

 

114,059

 

228,440

 

3,768

 

Ian C. Strachan (d), (e)

 

Member of the Board and Chairman of the Finance/Benefits Committee

 

358,014

 

129,574

 

228,440

 

3,768

 

Robert E. Rose

 

Chairman of the Board until May 13, 2011

 

147,167

 

147,167

 

 

 

W. Richard Anderson (i)

 

Member of the Board until June 29, 2011

 

45,960

 

45,960

 

 

 

Richard L. George

 

Member of the Board until February 11, 2011

 

19,947

 

19,947

 

 

 

Victor E. Grijalva

 

Member of the Board until May 13, 2011

 

46,544

 

46,544

 

 

 

Total

 

 

 

3,361,170

 

1,305,210

 

2,055,960

 

33,912

 

 


(a)                                  Compensation for the period of Board membership from January 1, 2011 to December 31, 2011.

(b)                                  Fees earned from January 1, 2011 to December 31, 2011 include the retainer, meeting fees, and dividends earned on shares.

(c)                                   Deferred units are based on the fair value granted during the year.

(d)                                  Members of the Finance/Benefits Committee

(e)                                   Members of the Audit Committee

(f)                                    Members of Executive Compensation Committee

(g)                                   Members of Corporate Governance Committee

(h)                                  Members of Health, Safety, and Environment Committee

(i)                                      Richard Anderson resigned on June 30, 2011 and forfeited his 2011 annual deferred units totaling CHF 228,440.

 

SR-10



 

TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued

 

Note 8 — Executive Management Compensation

 

The total compensation of the executive officers of the Company is summarized in the table below.  In accordance with its authority under the Company’s organizational regulations, the Board of Directors determined that all officers who meet the definition of officers under Section 16 of the Securities and Exchange Act of 1934, as amended, are members of the Company’s executive management (a). The table below reflects the determination by the Board of Directors of the composition of executive management.

 

Name

 

Function

 

Year

 

Total salary
and other
non share-based
compensation

 

Total
share-based
compensation

 

Total
compensation

 

 

 

 

 

 

 

(CHF)

 

(CHF)

 

(CHF)

 

 

 

 

 

 

 

 

 

 

 

 

 

Steven L. Newman

 

President and Chief Executive Officer since March 1, 2010; and Member of the Board since May 14, 2010

 

2012

2011

 

3,609,175

2,513,300

 

7,987,650

5,174,603

 

11,596,825

7,687,903

 

 

 

 

 

 

 

 

 

 

 

 

 

Esa Ikaheimonen (b)

 

Executive Vice President, and Chief Financial Officer since November 15, 2012

 

2012

2011

 

596,907

 

681,100

 

1,278,007

 

 

 

 

 

 

 

 

 

 

 

 

 

Ihab Toma

 

Executive Vice President, Chief of Staff since October 1, 2012; Executive Vice President, Operations August 17, 2011 - October 1,2012; Executive Vice President, Global Business from August 16, 2010 to August 16, 2011

 

2012

2011

 

1,713,814 1,458,247

 

2,315,269 1,176,091

 

4,029,083 2,634,338

 

 

 

 

 

 

 

 

 

 

 

 

 

 

John Stobart

 

Executive Vice President and Chief Operating Officer since October 1, 2012

 

2012

2011

 

619,186

 

915,485

 

1,534,671

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allen Katz (d)

 

Senior Vice President, Interim General Counsel since November 17, 2012

 

2012

2011

 

131,931

 

1,345,277

 

1,477,208

 

 

 

 

 

 

 

 

 

 

 

 

 

 

David Tonnel (c)

 

Senior Vice President, Finance and Controller since March 1, 2012

 

2012

2011

 

1,050,259

 

1,389,147

 

2,439,406

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ricardo H. Rosa (b)

 

Executive Vice President and Chief Financial Officer from August 17, 2011 - January 9, 2012; Senior Vice President and Chief Financial Officer until August, 16, 2011

 

2012

2011

 

1,239,274

1,343,933

 

1,176,091

 

1,239,274 2,520,024

 

 

 

 

 

 

 

 

 

 

 

 

 

Robert S. Shaw (c)

 

Vice President and Controller from December 1, 2011 - January 25, 2012

 

2012

2011

 

518,417

134,435

 

382,435

 

518,417

516,870

 

 

 

 

 

 

 

 

 

 

 

 

 

Nick Deeming (d)

 

Senior Vice President, General Counsel and Assistant Corporate Secretary from February 7, 2011 - October 23, 2012

 

2012

2011

 

2,695,007

2,005,223

 

2,315,269 1,651,564

 

5,010,276 3,656,787

 

 

 

 

 

 

 

 

 

 

 

 

 

Gregory L. Cauthen (b) (c)

 

Executive Vice President and Interim Chief Financial Officer from January 9, 2012 - November 15, 2012

 

2012

2011

 

1,191,206

 

2,084,513

 

3,275,719

 

 

 

 

 

 

 

 

 

 

 

 

 

Eric B. Brown

 

Senior Vice President and General Counsel until Feb 11, 2011

 

2012

2011

 

407,720

 

 

407,720

 

 

 

 

 

 

 

 

 

 

 

 

 

John H. Briscoe

 

Vice President and Controller until August 4, 2011

 

2012

2011

 

201,986

 

470,400

 

672,386

 

 

 

 

 

 

 

 

 

 

 

 

 

Arnaud Bobillier

 

Executive Vice President, Operations Integrity from August 17, 2011 - December 31, 2011; Executive Vice President, Asset and Performance until August 16, 2011

 

2012

2011

 

800,073

 

1,176,091

 

1,976,164

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

2012

 

13,365,176

 

19,033,710

 

32,398,886

 

 

 

 

 

2011

 

8,864,917

 

11,207,275

 

20,072,192

 

 


(a)                                   The Board of Directors has determined that the officers who had assumed the responsibilities of General Counsel from October 23, 2012 until November 16, 2012 were not members of the Company’s executive management.

(b)                                   On January 5, 2012, Transocean Ltd. announced that Ricardo Rosa had stepped down as Executive Vice President and Chief Financial Officer effective January 9, 2012. Mr. Rosa subsequently retired from Transocean effective April 30, 2012. Effective January 9, 2012 until November 15, 2012 Greg L. Cauthen served as Interim Chief Financial Officer. Effective November 15, 2012, Esa Ikaheimonen joined Transocean as Executive Vice President and Chief Financial Officer.

(c)                                    On January 25, 2012, Robert Shaw notified Transocean Ltd. of his resignation as Vice President, Controller and Principal Accounting Officer. Effective immediately, Greg L. Cauthen was appointed Interim Controller and Principal Accounting Officer. On February 17, 2012 the Board of Directors appointed David Tonnel as Senior Vice President, Finance and Controller and Principal Accounting Officer, effective March 1, 2012.

(d)                                   On October 23, 2012, Transocean Ltd. announced that Nick Deeming had stepped down as Senior Vice President and General Counsel, effective immediately. Effective November 17, 2012 and until a replacement is named, Allen Katz will serve as Interim General Counsel.

 

SR-11



 

TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued

 

The following tables show the gross payments (i.e. compensation before deduction of employee social insurance and pension contributions) that were made to or on behalf of the executive officers of the Company in 2012 and 2011 but excluding share-based compensation, which is shown in separate tables below. The bonus is presented on an accrual basis and the tax equalization payments to the executive officers are presented on a cash basis.

 

For the year 2012

 

Name

 

Base salary

 

Bonus (c)

 

Additional
compensation
(a)

 

Swiss tax
on global
earnings
and benefts

 

Employer’s
pension
contributions

 

Employer’s
social
security
payments (b)

 

Total

 

 

 

(CHF)

 

(CHF)

 

(CHF)

 

(CHF)

 

(CHF)

 

(CHF)

 

(CHF)

 

Steven L. Newman

 

1,070,495

 

1,444,003

 

419,413

 

595,457

 

14,065

 

65,742

 

3,609,175

 

Esa Ikaheimonen (d)

 

84,078

 

306,088

 

107,908

 

47,181

 

19,394

 

32,258

 

596,907

 

Ihab Toma

 

541,288

 

461,272

 

282,780

 

204,542

 

95,916

 

128,016

 

1,713,814

 

John Stobart (e)

 

144,165

 

437,703

 

17,657

 

 

721

 

18,940

 

619,186

 

Allen Katz

 

68,193

 

57,056

 

 

 

 

6,682

 

131,931

 

David Tonnel

 

363,694

 

227,233

 

339,586

 

 

40,690

 

79,056

 

1,050,259

 

Ricardo H. Rosa

 

201,666

 

160,011

 

652,516

 

59,206

 

44,163

 

121,712

 

1,239,274

 

Robert S. Shaw (f)

 

68,371

 

33,718

 

371,059

 

14,289

 

1,641

 

29,339

 

518,417

 

Nick Deeming (f)

 

482,203

 

387,804

 

1,098,731

 

326,994

 

115,683

 

283,592

 

2,695,007

 

Gregory L. Cauthen

 

587,600

 

506,686

 

21,041

 

26,585

 

11,815

 

37,479

 

1,191,206

 

Total

 

3,611,753

 

4,021,574

 

3,310,691

 

1,274,254

 

344,088

 

802,816

 

13,365,176

 

 


(a)                                  Additional compensation includes tax reimbursements; relocation pay and moving expenses; housing, automobile, home leave and cost of living allowances; unused vacation payout; dividend equivalents; and other company reimbursed expenses and benefits provided to expatriate employees.

(b)                                  Employer’s social security payments include costs of health benefits, such as medical and dental insurance, and unemployment and social security taxes.

(c)                                   Bonus disclosed on an accrual basis.

(d)                                  Mr. Ikaheimonen’s bonus includes a sign-on bonus of CHF 233,176, paid in November, 2012.

(e)                                   Mr. Stobart’s bonus includes a sign-on bonus of CHF 281,298, paid in October, 2012.

(f)                                    Mr. Shaw’s and Mr. Deeming’s bonus represents the pro-rated target bonus for days worked in 2012.

 

 

SR-12



 

TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued

 

For the year 2011

 

Name

 

Base salary

 

Bonus (c)

 

Additional
compensation
(a)

 

Swiss tax
on global
earnings
and benefts

 

Employer’s
pension
contributions

 

Employer’s
social
security
payments (b)

 

Total

 

 

 

(CHF)

 

(CHF)

 

(CHF)

 

(CHF)

 

(CHF)

 

(CHF)

 

(CHF)

 

Steven L. Newman

 

953,041

 

607,813

 

446,331

 

458,506

 

13,032

 

34,577

 

2,513,300

 

Ihab Toma

 

517,833

 

248,234

 

315,630

 

180,186

 

93,370

 

102,994

 

1,458,247

 

Nick Deeming (d) 

 

522,029

 

632,795

 

395,907

 

210,016

 

135,801

 

108,675

 

2,005,223

 

Arnaud Bobillier

 

324,629

 

 

215,304

 

113,932

 

81,116

 

65,092

 

800,073

 

Ricardo H. Rosa

 

597,257

 

 

313,689

 

185,985

 

132,490

 

114,512

 

1,343,933

 

Rob Shaw

 

27,341

 

 

45,163

 

45,163

 

4,893

 

11,875

 

134,435

 

Eric B. Brown

 

48,061

 

139,682

 

111,363

 

100,728

 

2,145

 

5,741

 

407,720

 

John H. Briscoe

 

156,859

 

 

19,395

 

 

7,514

 

18,218

 

201,986

 

Total

 

3,147,050

 

1,628,524

 

1,862,782

 

1,294,516

 

470,361

 

461,684

 

8,864,917

 

 


(a)                                  Additional compensation includes tax reimbursements, relocation pay, housing allowance, car allowance, vacation payoff, cost of living allowance, other company reimbursed expenses and benefits provided to expatriate employees.

(b)                                  Employer’s social security payments include costs of health benefits, such as medical and dental insurance, and unemployment and social security taxes.

(c)                                   Bonus disclosed on an accrual basis.

(d)                                  Mr. Deeming’s bonus represents an annual bonus of CHF 250,132 and a sign-on bonus paid in February 2011 of CHF 382,663.

 

SR-13



 

TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued

 

Share-based compensation granted to the executive officers of the Company during 2012 and 2011 is summarized in the tables below.  The vesting dates of the respective awards, principally granted under the long-term incentive plan (“LTIP”), are listed in the footnotes to the tables.  The numbers of shares awarded under the LTIP and their valuation assume 100% vesting, although less than 100% may actually vest.

 

As of December 31, 2012

 

Name

 

Restricted stock
units - 2012 (a)

 

Fair value - 2012
restricted stock
units (b)

 

2012 contingent
deferred units in
shares(c)

 

Fair value — 2012
contingent
deferred units
(b)

 

Option
shares - 2012 (d)

 

Fair value — 2012
options (b)

 

Total fair value of
share-based
awards granted in
2012

 

 

 

 

 

(CHF)

 

 

 

(CHF)

 

 

 

(CHF)

 

(CHF)

 

Steven L. Newman

 

54,292

 

2,585,589

 

54,292

 

2,979,103

 

132,244

 

2,422,958

 

7,987,650

 

Esa Ikaheimonen (e)

 

16,167

 

681,100

 

 

 

 

 

681,100

 

Ihab Toma

 

15,737

 

749,455

 

15,737

 

863,518

 

38,331

 

702,296

 

2,315,269

 

John Stobart (e)

 

21,124

 

915,485

 

 

 

 

 

915,485

 

Allen Katz (e)

 

32,328

 

1,345,277

 

 

 

 

 

1,345,277

 

David Tonnel

 

9,442

 

449,663

 

9,442

 

518,100

 

22,999

 

421,384

 

1,389,147

 

Ricardo H. Rosa (g)

 

 

 

 

 

 

 

 

Robert S. Shaw (h)

 

 

 

 

 

 

 

 

Nick Deeming

 

15,737

 

749,455

 

15,737

 

863,518

 

38,331

 

702,296

 

2,315,269

 

Gregory L. Cauthen (f)

 

52,612

 

2,084,513

 

 

 

 

 

2,084,513

 

Total

 

217,439

 

9,560,537

 

95,208

 

5,224,239

 

231,905

 

4,248,934

 

19,033,710

 

 


(a)                                       The number of time-vested restricted stock units (“RSUs”) granted to the executives under the LTIP were on February 17, 2012 except where noted.

(b)                                       The fair value was calculated using the share price on date of grant for RSUs, a Monte Carlo simulation model for contingent deferred units (“CDUs”) and option pricing models for Non-Qualified Stock Options grants.

(c)                                       The number of CDUs granted to the executives under the LTIP on February 17, 2012.  The 2012 CDUs awards are based upon the achievement of the performance standard over the three-year period ending on December 31, 2014. The actual number of deferred units received will be determined in the first sixty days of 2014 and it is contingent on our performance in Total Shareholder Return relative to a sub-group of our peer group. The above table reflects target number of shares to be received and actual shares will be determined based on performance thresholds.

(d)                                       The number of options granted to the executives under the LTIP. The options vest in one-third increments over a three-year period on the anniversary of the date of grant.

(e)                                       Mr. Ikaheimonen’s, Mr. Stobart’s, and Mr. Katz’s RSUs were granted as sign-on awards on November 15, 2012, October 1, 2012, and November 17, 2012, respectively.

(f)                                        Mr. Cauthen was granted RSUs on January 09, 2012 as per his employment agreement and on July 01, 2012 as per the first amendment to his employment agreement.

(g)                                       Mr. Rosa was not granted any restricted stock or deferred units prior to his retirement on April 30, 2012.

(h)                                       Mr. Shaw was not granted any restricted stock or deferred units prior to his termination on January 25, 2012.

 

SR-14



 

TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued

 

As of December 31, 2011

 

Name

 

Restricted stock
units - 2011 (a)

 

Fair value - 2011
restricted stock
units (b)

 

2011 contingent
deferred units in
shares(c)

 

Fair value — 2011
contingent
deferred units
(b)

 

Option
shares - 2011 (d)

 

Fair value — 2011
options (b)

 

Total fair value of
share-based
awards granted in
2011

 

 

 

 

 

(CHF)

 

 

 

(CHF)

 

 

 

(CHF)

 

(CHF)

 

Steven L. Newman

 

29,294

 

2,045,444

 

29,294

 

2,043,626

 

57,621

 

1,085,533

 

5,174,603

 

Ihab Toma

 

6,658

 

464,893

 

6,658

 

464,480

 

13,096

 

246,718

 

1,176,091

 

Nick Deeming

 

13,383

 

940,366

 

6,658

 

464,480

 

13,096

 

246,718

 

1,651,564

 

Arnaud Bobillier

 

6,658

 

464,893

 

6,658

 

464,480

 

13,096

 

246,718

 

1,176,091

 

Ricardo H. Rosa

 

6,658

 

464,893

 

6,658

 

464,480

 

13,096

 

246,718

 

1,176,091

 

Rob Shaw

 

9,869

 

382,435

 

 

 

 

 

382,435

 

Eric B. Brown (e)

 

 

 

 

 

 

 

 

John H. Briscoe

 

2,663

 

185,777

 

2,663

 

185,943

 

5,238

 

98,680

 

470,400

 

Total

 

75,183

 

4,948,701

 

58,589

 

4,087,489

 

115,243

 

2,171,085

 

11,207,275

 

 


(a)                                       The number of time-vested RSUs granted to the executives under the LTIP was on February 10, 2011 except for Rob Shaw’s, which were granted on December 1, 2011.

(b)                                       The fair value was calculated using the share price on date of grant for RSUs, a Monte Carlo simulation model for CDUs and option pricing models for Non-Qualified Stock Options grants.

(c)                                       The number of CDUs granted to the executives under the LTIP on February 10, 2011.  The 2011 CDUs awards are based upon the achievement of the performance standard over the three-year period ending on December 31, 2013. The actual number of deferred units received will be determined in the first sixty days of 2014 and it is contingent on our performance in Total Shareholder Return relative to a sub-group of our peer group. The above table reflects target number of shares to be received and actual shares will be determined based on performance thresholds.

(d)                                       The number of options granted to the executives under the LTIP. The options vest in one-third increments over a three-year period on the anniversary of the date of grant.

(e)                                       Mr. Brown was not granted any restricted stock or deferred units prior to his August 31, 2011 retirement.

 

SR-15



 

TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued

 

Note 9 — Share Ownership — Board of Directors and Executive Management

 

As of December 31, 2012 and 2011, the members of the Board of Directors held the following numbers of shares:

 

 

 

2012

 

2011

 

Name

 

Vested and
unvested
deferred units
and restricted
shares (a)

 

Options and
SARs

 

Vested and
unvested
deferred units
and restricted
shares (a)

 

Options and
SARs

 

J. Michael Talbert

 

25,447

 

 

19,705

 

 

Glyn Barker

 

5,742

 

 

 

 

Jagjeet Bindra

 

9,510

 

 

3,768

 

 

Thomas W. Cason

 

28,518

 

20,374

 

22,776

 

25,468

 

Vanessa C.L. Chang

 

5,942

 

 

 

 

Chad Deaton

 

6,742

 

 

 

 

Tan Ek Kia

 

9,510

 

 

3,768

 

 

Steve Lucas

 

9,510

 

 

3,768

 

 

Martin B. McNamara

 

44,807

 

5,635

 

37,985

 

11,270

 

Edward R. Muller

 

25,032

 

13,370

 

19,290

 

13,370

 

Steven L. Newman

 

193,972

 

371,764

 

56,276

 

239,520

 

Robert M. Sprague

 

24,661

 

 

18,919

 

 

Ian C. Strachan

 

29,535

 

5,635

 

22,719

 

11,270

 

Total

 

418,928

 

416,778

 

208,974

 

300,898

 

 


(a)                                 Includes privately held shares, U.S. retirement savings plan shares, and shares subject to deferred compensation.

 

As of December 31, 2012 and 2011, the executive officers of the Company held the following number of shares and the conditional rights to receive shares under the LTIP plan:

 

As of December 31, 2012

 

Name

 

Total number of
shares held (a)

 

Number of
granted shares
vesting in 2013
(b)

 

Number of
granted shares
vesting in 2014
(b)

 

Number of
granted shares
vesting in 2015
(b)

 

Total

 

Steven L. Newman

 

36,564

 

57,156

 

82,154

 

18,098

 

193,972

 

Esa Ikaheimonen

 

 

5,389

 

5,389

 

5,389

 

16,167

 

Ihab Toma

 

13,262

 

17,260

 

23,203

 

5,246

 

58,971

 

John Stobart

 

 

7,041

 

7,041

 

7,042

 

21,124

 

Allen Katz

 

 

10,776

 

10,776

 

10,776

 

32,328

 

David Tonnel

 

10,058

 

11,679

 

14,069

 

3,148

 

38,954

 

Ricardo H. Rosa (c), (d)

 

 

2,808

 

 

 

2,808

 

Robert S. Shaw (c), (e) 

 

 

755

 

 

 

755

 

Nick Deeming (c), (f) 

 

 

3,919

 

3,739

 

 

7,658

 

Gregory L. Cauthen (c) 

 

 

17,536

 

17,538

 

17,538

 

52,612

 

Total

 

59,884

 

134,319

 

163,909

 

67,237

 

425,349

 

 


(a)                                 Shares held include privately held shares, U.S. retirement savings plan shares and employee stock purchase plan shares.

(b)                                 The number of shares includes the vesting of time-based RSUs and performance based CDUs, which will vest in the 2013, 2014, and 2015.

(c)                                  Mr. Rosa, Mr. Shaw, Mr. Deeming, and Mr. Cauthen are no longer employees of the Company as of December 31, 2012 and therefore we do not disclose their common share holdings.

(d)                                 Mr. Rosa’s 2,808 shares vesting in 2013 are CDUs and will not vest until the performance period is complete.

(e)                                  Mr. Shaw’s 755 shares vesting in 2013 are CDUs and will not vest until the performance period is complete.

(f)                                   Mr. Deeming’s shares vesting in 2013 and 2014 are CDUs and will not vest until the respective performance periods are complete.

 

SR-16



 

TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued

 

As of December 31, 2011

 

Name

 

Total number of
shares held (a)

 

Number of
granted shares
vesting in 2012
(b)

 

Number of
granted shares
vesting in 2013
(b)

 

Number of
granted shares
vesting in 2014
(b)

 

Total

 

Steven L. Newman

 

26,982

 

40,670

 

39,059

 

9,765

 

116,476

 

Ihab Toma

 

6,848

 

13,635

 

12,015

 

2,220

 

34,718

 

Nick Deeming

 

 

4,460

 

11,119

 

4,462

 

20,041

 

Arnaud Bobillier (c) 

 

 

13,941

 

12,015

 

2,220

 

28,176

 

Ricardo H. Rosa

 

16,181

 

14,987

 

13,060

 

2,220

 

46,448

 

Rob Shaw

 

1,458

 

6,046

 

8,045

 

3,956

 

19,505

 

Eric B. Brown (c), (d)

 

 

8,585

 

 

 

8,585

 

John H. Briscoe (c) 

 

 

 

 

 

 

Total

 

51,469

 

102,324

 

95,313

 

24,843

 

273,949

 

 


(a)                                 Shares held include privately held shares, U.S. retirement savings plan shares and employee stock purchase plan shares.

(b)                                 The number of shares includes the vesting of time-based RSUs and performance based CDUs, which will vest in the 2012, 2013, and 2014.

(c)                                  Mr. Bobillier, Mr. Brown and Mr. Briscoe are no longer employees of the Company as of December 31, 2011 and therefore we do not disclose their common share holdings.

(d)                                 Mr. Brown’s 8,585 shares vesting in 2012 are CDUs associated with his August 31, 2011 retirement, and will not vest until the performance period is completed.

 

Furthermore, as of December 31, 2012 and 2011, the following executive officers of the Company held the following vested and unvested stock options:

 

As of December 31, 2012

 

Name

 

Number of
granted option
shares vested
and outstanding

 

Number of
granted option
shares vesting in
2013

 

Number of
granted option
shares vesting in
2014

 

Number of
granted option
shares vesting in
2015

 

Total

 

Steven L. Newman

 

179,881

 

84,513

 

63,288

 

44,082

 

371,764

 

Esa Ikaheimonen

 

 

 

 

 

 

Ihab Toma

 

21,075

 

21,859

 

17,143

 

12,777

 

72,854

 

John Stobart

 

 

 

 

 

 

Allen Katz

 

 

 

 

 

 

David Tonnel

 

26,065

 

14,507

 

10,577

 

7,667

 

58,816

 

Ricardo H. Rosa (a)

 

50,298

 

10,261

 

4,366

 

 

64,925

 

Robert S. Shaw

 

1,309

 

 

 

 

1,309

 

Nick Deeming

 

4,365

 

 

 

 

4,365

 

Gregory L. Cauthen

 

6,593

 

 

 

 

6,593

 

Total

 

289,586

 

131,140

 

95,374

 

64,526

 

580,626

 

 


(a)                               Mr. Rosa’s option shares awarded in 2010 and 2011 will continue to vest in 2013 and 2014, respectively, in accordance with his separation agreement.

 

SR-17



 

TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued

 

As of December 31, 2011

 

Name

 

Number of
granted option
shares vested
and outstanding

 

Number of
granted option
shares vesting in
2012

 

Number of
granted option
shares vesting in
2013

 

Number of
granted option
shares vesting in
2014

 

Total

 

Steven L. Newman

 

120,782

 

59,099

 

40,432

 

19,207

 

239,520

 

Ihab Toma

 

9,567

 

11,508

 

9,082

 

4,366

 

34,523

 

Nick Deeming

 

 

4,365

 

4,365

 

4,366

 

13,096

 

Arnaud Bobillier

 

41,047

 

20,443

 

10,261

 

4,366

 

76,117

 

Ricardo H. Rosa

 

31,891

 

18,407

 

10,261

 

4,366

 

64,925

 

Rob Shaw

 

 

1,309

 

1,310

 

1,310

 

3,929

 

Eric B. Brown (a)

 

64,870

 

 

 

 

64,870

 

John H. Briscoe (b)

 

 

 

 

 

 

Total

 

268,157

 

115,131

 

75,711

 

37,981

 

496,980

 

 


(a)         Mr. Brown’s option shares were vested on August 31, 2011 in association with his retirement.

(b)         All of Mr. Briscoe’s vested option shares expired 90 days following his August 5, 2011 resignation.

 

Note 10 — Credits and Loans Granted to Governing Bodies

 

In 2012, there were no credits or loans granted to active or former members of the Company’s Board of Directors, members of the executive management or to any related persons and at December 31, 2012, there are no such credits or loans outstanding.

 

Note 11 — Risk Assessment Disclosure

 

Transocean Ltd., as the ultimate parent company of Transocean Inc., Transocean Management Ltd., and Transocean Services AS, is fully integrated into the group-wide internal risk assessment process.

 

The group-wide internal risk assessment process consists of regular reporting to the Board of Directors of Transocean Ltd. on identified risks and management’s reaction to them.  The procedures and actions to identify the risks, and where appropriate remediate, are performed by specific corporate functions (e.g. Treasury, Legal, Internal Audit, Engineering and Operations) as well as by the operating divisions of the group.

 

These functions and divisions have the responsibility to support and monitor the group-wide procedures and processes to ensure their effective execution.

 

Note 12 — Guarantees and Commitments

 

Transocean Inc. Debt —Transocean Inc., our affiliate, is the issuer of certain debt securities that we have guaranteed.  The guaranteed debt includes certain notes, revolving credit facilities, debentures, surety bonds, letters of credit, and convertible note obligations totaling approximately USD 9.6 billion (CHF 8.7 billion) and approximately USD 9.7 billion (CHF 9.1 billion) as of December 31, 2012 and 2011, respectively.  There are no significant restrictions on our ability to obtain funds from our consolidated subsidiaries or entities, accounted for under the cost method, through dividends, loans or return of capital distributions.

 

Norway Tax Investigations Certain of our subsidiaries are involved in ongoing investigations by Norwegian civil tax and criminal authorities relating to various transactions undertaken in 2001 and 2002 as well as the actions of certain employees of our former external tax advisors on these transactions. The authorities issued tax assessments related to certain restructuring transactions, migration of a subsidiary that was previously subject to tax in Norway, a 2001 dividend payment, certain foreign exchange deductions and dividend withholding tax.  Transocean Ltd. has provided a guarantee of approximately USD 118 million (CHF 108 million) with respect to these tax disputes.

 

Transocean Management Ltd. Office Lease Transocean Management Ltd., our affiliate, is the provider of management and administrative services to the Company and leases its principal offices in Vernier, Switzerland. Transocean Ltd., through a credit facility, has provided a guarantee for the full amount of the lease obligation for this office space. This guarantee totaled CHF 460 thousand as of December 31, 2012 and 2011, respectively.

 

SR-18



 

TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued

 

Note 13 — Contingencies

 

Overview — On April 22, 2010, the Ultra-Deepwater Floater Deepwater Horizon, a rig owned and operated by our wholly-owned subsidiaries, sank after a blowout of the Macondo well caused a fire and explosion on the rig.  Transocean Ltd. and several of our wholly-owned subsidiaries have been named in lawsuits related to the Macondo well incident. Although the potential impact is uncertain, the Company and its subsidiaries have excess liability insurance coverage as well as contractual indemnities from the operator of the well.

 

Federal securities claims — A federal securities class action is currently pending in the U.S. District Court, Southern District of New York, naming us and former chief executive officers of Transocean Ltd. and one of our acquired companies as defendants.  In the action, a former shareholder of the acquired company alleges that the joint proxy statement related to our shareholder meeting in connection with our merger with the acquired company violated Section 14(a) of the Exchange Act of 1934 (the “Exchange Act”), Rule 14a-9 promulgated thereunder and Section 20(a) of the Exchange Act.  The plaintiff claims that the acquired company’s shareholders received inadequate consideration for their shares as a result of the alleged violations and seeks compensatory and rescissory damages and attorneys’ fees.  In addition, we are obligated to pay the defense fees and costs for the individual defendants, which may be covered by our directors’ and officers’ liability insurance, subject to a deductible.  On October 4, 2012, the court denied our motion to dismiss the action.  On October 5, 2012, we asked the court to stay the action pending a decision by the Second Circuit Court of Appeals in an unrelated action involving other parties on the grounds that the Second Circuit’s decision could be relevant to the disposition of this case. On October 10, 2012, the court stayed discovery pending a decision on the motion to stay.  See Note 15—Subsequent Events.

 

Shareholder derivative claims — In June 2010, two shareholder derivative suits were filed by our shareholders naming us as a nominal defendant and certain of our current and former officers and directors as defendants in state district court in Texas.  These cases allege breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement and waste of corporate assets in connection with the Macondo well incident.  The plaintiffs are generally seeking to recover, on behalf of us, damages to the corporation and disgorgement of all profits, benefits, and other compensation from the individual defendants.  Any recovery of the damages or disgorgement by the plaintiffs in these actions would be paid to us.  If the plaintiffs prevail, we could be required to pay plaintiffs’ attorneys’ fees.  In addition, we are obligated to pay the defense fees and costs for the individual defendants, which may be covered by our directors’ and officers’ liability insurance, subject to a deductible.  The two actions have been consolidated before a single judge.  The defendants have filed a motion to dismiss the complaint on the ground that if the actions are to proceed they must be maintained in the courts of Switzerland and on the ground that the plaintiffs lack standing to assert the claims alleged.  See Note 15—Subsequent Events.

 

Wrongful death and personal injury claims As of January 14, 2013, we have been named, along with other unaffiliated defendants, in nine complaints that were pending in state and federal courts in Louisiana and Texas involving multiple plaintiffs that allege wrongful death and other personal injuries arising out of the Macondo well incident.  Per the order of the Multi-District Litigation Panel, these claims have been centralized for discovery purposes in the U.S. District Court, Eastern District of Louisiana.  The complaints generally allege negligence and seek awards of unspecified economic damages and punitive damages.  BP, MI-SWACO, Weatherford Ltd. and Cameron and certain of their affiliates, have, based on contractual arrangements, also made indemnity demands upon us with respect to personal injury and wrongful death claims asserted by our employees or representatives of our employees against these entities.

 

Swiss Value Added Tax —The Company is part of a group of Swiss entities, which are jointly and severally liable for the whole Swiss Value Added Tax amount due to the Swiss Tax authorities by this group.

 

Note 14 — Related Party Transactions

 

We issued 15 million of our shares (treasury shares) to Transocean Inc. upon Redomestication in 2008, 11 million and 12 million of which remain available as of December 31, 2012 and 2011, respectively, for our future use to satisfy our obligation to deliver shares in connection with awards granted under our incentive plans, warrants or other right to acquire our shares.

 

On September 14, 2012, Transocean Ltd. funded approximately CHF 155 million to Transocean Services AS, in return for 20,000 shares each with a face value of NOK 100 per share, representing an increase in ownership from 99.09% as of December 31, 2011 to 99.23% as of December 31, 2012.

 

SR-19



 

TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued

 

In October 2011, Transocean Services AS completed an acquisition of Aker Drilling ASA, a Norwegian company formerly listed on the Oslo Stock Exchange.  In connection with the acquisition, Transocean Services AS acquired two Harsh Environment Ultra-Deepwater semisubmersibles currently operating on long-term contracts in Norway, and two Ultra-Deepwater drillships currently under construction at the Daewoo Shipbuilding & Marine Engineering Co. Ltd. shipyard in Korea, which have expected deliveries in 2014.

 

On June 1, 2011, Transocean Ltd. entered into a credit agreement for a USD 2 billion revolving credit facility with Transocean Inc., the lender.  The variable interest rate was 2.0 percent on December 31, 2012.  The outstanding balance was USD 594 million (CHF 543 million) and USD 495 million (CHF 465 million) for the years ended December 31, 2012 and 2011, respectively.

 

Transocean Ltd. subsidiaries perform certain general and administrative services on our behalf, including executive administration, procurement and payables, treasury and cash management, personnel and payroll, accounting and other administrative functions. These expenses are presented in general and administrative expenses in the statement of operations and totaled CHF 19 million and 16 million for the years ended December 31, 2012 and 2011, of which CHF 12 million and CHF 10 million related to personnel expenses for the year ended December 31, 2012 and 2011, respectively.

 

Note 15 — Subsequent Events

 

Guarantee of Settlement of Macondo Well Litigation — On January 3, 2013, certain subsidiaries of Transocean Ltd. reached agreements with the U.S. Department of Justice (“DOJ”) to resolve certain matters arising from the Macondo well incident. The agreements consist of the Plea Agreement that resolves certain federal criminal charges that may be brought by the DOJ and the Consent Decree that resolves certain claims by the DOJ, the U.S. Environmental Protection Agency and the U.S. Coast Guard against Transocean Deepwater Inc., Transocean Offshore Deepwater Drilling Inc., Transocean Holdings LLC, and Triton Asset Leasing GmbH (the “Transocean Defendants”) and certain incidents of noncompliance that were alleged by the Bureau of Safety and Environmental Agency .

 

Pursuant to a cooperation guilty plea agreement, one of our subsidiaries pled guilty on February 14, 2013 to one misdemeanor count of negligently discharging oil in the Gulf of Mexico, in violation of the Clean Water Act. The court accepted the Plea Agreement on February 14, 2013 and imposed the agreed-upon sentence. As part of this resolution, under the terms of the plea agreement and the consent decree, certain subsidiaries of Transocean Ltd. agreed to pay USD 1.4 billion (CHF 1.3 billion) in fines, recoveries and civil penalties, excluding interest, in scheduled payments over a five-year period through 2017. Transocean Ltd. has agreed to provide a guarantee of the USD 1.4 billion (CHF 1.3 billion) in scheduled payments pursuant to the Plea Agreement and the respective obligations of the Transocean Defendants pursuant to the Consent Decree.

 

On February 25, 2013, certain of our subsidiaries (the “Respondents”) reached an administrative agreement (the “EPA Agreement”) with the United States Environmental Protection Agency (the “EPA”). The EPA Agreement resolves all matters relating to suspension, debarment and statutory disqualification arising from the matters contemplated by the Plea Agreement. Subject to compliance with the terms of the EPA Agreement, the EPA has agreed that it will not suspend, debar or statutorily disqualify the Respondents and will lift any existing suspension, debarment or statutory disqualification. Transocean Ltd. has agreed to provide a guarantee of the obligations of the Respondents pursuant to the EPA Agreement.

 

Shareholder derivative claims — In connection with two shareholder derivative suits originally filed in June 2010, one of the plaintiffs in January 2013 re-filed a complaint that was previously dismissed seeking to recover damages to the corporation and disgorgement of all profits, benefits, and other compensation from the individual defendants. We intend to file our motion to dismiss in March 2013.

 

Federal Securities Claims On February 19, 2013, the U.S. District Court, Southern District of New York, granted our motion to stay the federal securities class action against us, former chief executive officers of Transocean Ltd. and one of our acquired companies before such court pending the decision of the Second Circuit Court of Appeals.

 

Significant Shareholders On February 1, 2013, the Company received notice from BlackRock, Inc. that it, together with certain of its affiliates, is the beneficial owner of 5.00% of the Company’s issued share capital or 18,706,254 shares.

 

On February 4, 2013, the Company received notice from Mr. Carl C. Icahn that he, through certain of his affiliates, is the beneficial owner of 5.39% of the Company’s issued share capital or 20,159,035 shares.

 

On February 20, 2013, the Company received notice from The Capital Group Companies, Inc. that it, together with certain of its affiliates, is the beneficial owner of 5.27% of the Company’s issued share capital or 19,705,570 shares.

 

SR-20



 

TRANSOCEAN LTD.

 

Proposed Appropriation of Available Earnings

 

The Board of Directors proposes that the Annual General Meeting in 2013 approve the following appropriation:

 

 

 

December 31,

 

December 31,

 

(in CHF thousands)

 

2012

 

2011

 

 

 

 

 

 

 

Balance brought forward from previous years

 

161,491

 

261,689

 

Net profit / (loss) of the year

 

(71,207

)

(100,198

)

Total available earnings

 

90,284

 

161,491

 

 

 

 

 

 

 

Balance to be carried forward on this account

 

90,284

 

161,491

 

 

SR-21