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EX-31.1 - EXHIBIT 31.1 CEO CERTIFICATION - Transocean Ltd.exhibit31_1.htm
EX-31.2 - EXHIBIT 31.2 CFO CERTIFICATION - Transocean Ltd.exhibit31_2.htm
EX-32.1 - EXHIBIT 32.1 CEO CERTIFICATION - Transocean Ltd.exhibit32_1.htm
EX-32.2 - EXHIBIT 32.2 CFO CERTIFICATION - Transocean Ltd.exhibit32_2.htm
10-Q - FORM 10-Q 1Q2015 - Transocean Ltd.form10_q1q2015.pdf
EXCEL - IDEA: XBRL DOCUMENT - Transocean Ltd.Financial_Report.xls


 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
 
FORM 10-Q
    (Mark one)
 
þ  
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2015
 
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)
 
 

Transocean Logo

Zug, Switzerland
98-0599916
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
   
10 Chemin de Blandonnet
Vernier, Switzerland
1214
(Address of principal executive offices)
(Zip Code)
   
+41 (22) 930-9000
(Registrant’s telephone number, including area code)
   

______________________________
 

 
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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the 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 in Rule 12b-2 of the Exchange Act).Yes ¨   No þ
 

 
As of April 28, 2015, 363,350,739 shares were outstanding.
 
 



 
 

 

TRANSOCEAN LTD. AND SUBSIDIARIES
INDEX TO FORM 10-Q
QUARTER ENDED MARCH 31, 2015

 
Page
PART I.
FINANCIAL INFORMATION
 
 
 
 
 
 
 
 
     
PART II.
OTHER INFORMATION
 



 
 

Index
 

PART I.         FINANCIAL INFORMATION
 
Item 1.
Financial Statements
 

TRANSOCEAN LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
(Unaudited)

   
Three months ended
March 31,
   
2015
 
2014
Operating revenues
               
Contract drilling revenues
 
$
2,000
   
$
2,292
 
Other revenues
   
43
     
47
 
     
2,043
     
2,339
 
Costs and expenses
               
Operating and maintenance
   
1,084
     
1,269
 
Depreciation
   
291
     
273
 
General and administrative
   
46
     
57
 
     
1,421
     
1,599
 
Loss on impairment
   
(936
)
   
(65
)
Loss on disposal of assets, net
   
(7
)
   
(3
)
Operating income (loss)
   
(321
)
   
672
 
                 
Other income (expense), net
               
Interest income
   
6
     
10
 
Interest expense, net of amounts capitalized
   
(116
)
   
(126
)
Other, net
   
47
     
(2
)
     
(63
)
   
(118
)
Income (loss) from continuing operations before income tax expense
   
(384
)
   
554
 
Income tax expense
   
83
     
80
 
Income (loss) from continuing operations
   
(467
)
   
474
 
Loss from discontinued operations, net of tax
   
(2
)
   
(8
)
                 
Net income (loss)
   
(469
)
   
466
 
Net income attributable to noncontrolling interest
   
14
     
10
 
Net income (loss) attributable to controlling interest
 
$
(483
)
 
$
456
 
                 
Earnings (loss) per share-basic
               
Earnings (loss) from continuing operations
 
$
(1.32
)
 
$
1.27
 
Loss from discontinued operations
   
(0.01
)
   
(0.02
)
Earnings (loss) per share
 
$
(1.33
)
 
$
1.25
 
                 
Earnings (loss) per share-diluted
               
Earnings (loss) from continuing operations
 
$
(1.32
)
 
$
1.27
 
Loss from discontinued operations
   
(0.01
)
   
(0.02
)
Earnings (loss) per share
 
$
(1.33
)
 
$
1.25
 
                 
Weighted-average shares outstanding
               
Basic
   
363
     
361
 
Diluted
   
363
     
361
 
 

 

See accompanying notes.

- 1 -
 
 

Index
 

TRANSOCEAN LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(Unaudited)


   
Three months ended
March 31,
   
2015
 
2014
                 
Net income (loss)
 
$
(469
)
 
$
466
 
Net income attributable to noncontrolling interest
   
14
     
10
 
Net income (loss) attributable to controlling interest
   
(483
)
   
456
 
                 
Other comprehensive loss before reclassifications
               
Components of net periodic benefit costs
   
(13
)
   
(5
)
                 
Reclassifications to net income
               
Components of net periodic benefit costs
   
5
     
6
 
(Gain) loss on derivative instruments
   
     
(2
)
                 
Other comprehensive income (loss) before income taxes
   
(8
)
   
(1
)
Income taxes related to other comprehensive loss
   
(2
)
   
 
                 
Other comprehensive loss
   
(10
)
   
(1
)
Other comprehensive income attributable to noncontrolling interest
   
     
 
Other comprehensive loss attributable to controlling interest
   
(10
)
   
(1
)
                 
Total comprehensive income (loss)
   
(479
)
   
465
 
Total comprehensive income attributable to noncontrolling interest
   
14
     
10
 
Total comprehensive income (loss) attributable to controlling interest
 
$
(493
)
 
$
455
 


See accompanying notes.

- 2 -
 
 

Index
 

TRANSOCEAN LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
(Unaudited)

   
March 31,
2015
 
December 31,
2014
             
Assets
           
Cash and cash equivalents
 
$
2,682
   
$
2,635
 
Accounts receivable, net of allowance for doubtful accounts
of $14 at March 31, 2015 and December 31, 2014
   
1,964
     
2,120
 
Materials and supplies, net of allowance for obsolescence
of $112 and $109 at March 31, 2015 and December 31, 2014, respectively
   
807
     
818
 
Assets held for sale
   
23
     
25
 
Deferred income taxes, net
   
157
     
161
 
Other current assets
   
210
     
242
 
Total current assets
   
5,843
     
6,001
 
                 
Property and equipment
   
26,740
     
28,516
 
Less accumulated depreciation
   
(6,174
)
   
(6,978
)
Property and equipment, net
   
20,566
     
21,538
 
Other assets
   
696
     
874
 
Total assets
 
$
27,105
   
$
28,413
 
                 
Liabilities and equity
               
Accounts payable
 
$
619
   
$
784
 
Accrued income taxes
   
217
     
131
 
Debt due within one year
   
1,024
     
1,033
 
Other current liabilities
   
1,313
     
1,822
 
Total current liabilities
   
3,173
     
3,770
 
                 
Long-term debt
   
8,996
     
9,059
 
Deferred income taxes, net
   
152
     
237
 
Other long-term liabilities
   
1,263
     
1,354
 
Total long-term liabilities
   
10,411
     
10,650
 
                 
Commitments and contingencies
               
Redeemable noncontrolling interest
   
11
     
11
 
                 
Shares, CHF 15.00 par value, 396,260,487 authorized, 167,617,649 conditionally authorized, 373,830,649 issued at March 31, 2015 and December 31, 2014 and 363,346,369 and 362,279,530 outstanding at March 31, 2015 and December 31, 2014, respectively
   
5,183
     
5,169
 
Additional paid-in capital
   
5,806
     
5,797
 
Treasury shares, at cost, 2,863,267 held at March 31, 2015 and December 31, 2014
   
(240
)
   
(240
)
Retained earnings
   
2,866
     
3,349
 
Accumulated other comprehensive loss
   
(414
)
   
(404
)
Total controlling interest shareholders’ equity
   
13,201
     
13,671
 
Noncontrolling interest
   
309
     
311
 
Total equity
   
13,510
     
13,982
 
Total liabilities and equity
 
$
27,105
   
$
28,413
 


See accompanying notes.

- 3 -
 
 

Index
 

TRANSOCEAN LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In millions)
(Unaudited)

   
Three months ended
March 31,
 
Three months ended
March 31,
   
2015
 
2014
 
2015
 
2014
   
Quantity
 
Amount
Shares
                               
Balance, beginning of period
   
362
     
361
   
$
5,169
   
$
5,147
 
Issuance of shares under share-based compensation plans
   
1
     
1
     
14
     
17
 
Balance, end of period
   
363
     
362
   
$
5,183
   
$
5,164
 
Additional paid-in capital
                               
Balance, beginning of period
                 
$
5,797
   
$
6,784
 
Share-based compensation
                   
19
     
28
 
Issuance of shares under share-based compensation plans
                   
(15
)
   
(16
)
Allocated capital for sale of noncontrolling interest
                   
9
     
 
Other, net
                   
(4
)
   
(4
)
Balance, end of period
                 
$
5,806
   
$
6,792
 
Treasury shares, at cost
                               
Balance, beginning of period
                 
$
(240
)
 
$
(240
)
Balance, end of period
                 
$
(240
)
 
$
(240
)
Retained earnings
                               
Balance, beginning of period
                 
$
3,349
   
$
5,262
 
Net income (loss) attributable to controlling interest
                   
(483
)
   
456
 
Balance, end of period
                 
$
2,866
   
$
5,718
 
Accumulated other comprehensive loss
                               
Balance, beginning of period
                 
$
(404
)
 
$
(262
)
Other comprehensive loss attributable to controlling interest
                   
(10
)
   
(1
)
Balance, end of period
                 
$
(414
)
 
$
(263
)
Total controlling interest shareholders’ equity
                               
Balance, beginning of period
                 
$
13,671
   
$
16,691
 
Total comprehensive income (loss) attributable to controlling interest
                   
(493
)
   
455
 
Share-based compensation
                   
19
     
28
 
Issuance of shares under share-based compensation plans
                   
(1
)
   
1
 
Allocated capital for sale of noncontrolling interest
                   
9
     
 
Other, net
                   
(4
)
   
(4
)
Balance, end of period
                 
$
13,201
   
$
17,171
 
Noncontrolling interest
                               
Balance, beginning of period
                 
$
311
   
$
(6
)
Total comprehensive income attributable to noncontrolling interest
                   
14
     
10
 
Allocated capital for sale of noncontrolling interest
                   
(9
)
   
 
Distributions to holders of noncontrolling interest
                   
(7
)
   
 
Balance, end of period
                 
$
309
   
$
4
 
Total equity
                               
Balance, beginning of period
                 
$
13,982
   
$
16,685
 
Total comprehensive income (loss)
                   
(479
)
   
465
 
Share-based compensation
                   
19
     
28
 
Issuance of shares under share-based compensation plans
                   
(1
)
   
1
 
Distributions to holders of noncontrolling interest
                   
(7
)
   
 
Other, net
                   
(4
)
   
(4
)
Balance, end of period
                 
$
13,510
   
$
17,175
 
 
 

See accompanying notes.

- 4 -
 
 

Index
 

TRANSOCEAN LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
 
 
   
Three months ended
March 31,
   
2015
 
2014
Cash flows from operating activities
               
Net income (loss)
 
$
(469
)
 
$
466
 
Adjustments to reconcile to net cash provided by operating activities:
               
Amortization of drilling contract intangibles
   
(4
)
   
(4
)
Depreciation
   
291
     
273
 
Share-based compensation expense
   
19
     
28
 
Loss on impairment
   
936
     
65
 
Loss on disposal of assets, net
   
7
     
3
 
Loss on disposal of assets in discontinued operations, net
   
     
10
 
Deferred income taxes
   
(98
)
   
(15
)
Other, net
   
12
     
12
 
Changes in deferred revenue, net
   
(39
)
   
(26
)
Changes in deferred costs, net
   
57
     
38
 
Changes in operating assets and liabilities
   
(186
)
   
(714
)
Net cash provided by operating activities
   
526
     
136
 
                 
Cash flows from investing activities
               
Capital expenditures
   
(201
)
   
(1,131
)
Proceeds from disposal of assets, net
   
7
     
91
 
Proceeds from disposal of assets in discontinued operations, net
   
2
     
14
 
Other, net
   
     
(12
)
Net cash used in investing activities
   
(192
)
   
(1,038
)
                 
Cash flows from financing activities
               
Repayments of debt
   
(63
)
   
(237
)
Proceeds from restricted cash investments
   
57
     
107
 
Deposits to restricted cash investments
   
     
(20
)
Distribution of qualifying additional paid-in capital
   
(272
)
   
(202
)
Distribution to holders of noncontrolling interest
   
(7
)
   
 
Other, net
   
(2
)
   
(2
)
Net cash used in financing activities
   
(287
)
   
(354
)
                 
Net increase (decrease) in cash and cash equivalents
   
47
     
(1,256
)
Cash and cash equivalents at beginning of period
   
2,635
     
3,243
 
Cash and cash equivalents at end of period
 
$
2,682
   
$
1,987
 
                 
 

 
 

See accompanying notes.

- 5 -
 
 

Index
 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


 
 
 
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.  We specialize in technically demanding sectors of the offshore drilling business with a particular focus on deepwater and harsh environment drilling services.  Our mobile offshore drilling fleet is considered one of the most versatile fleets in the world.  We contract our drilling rigs, related equipment and work crews predominantly on a dayrate basis to drill oil and gas wells.  At March 31, 2015, we owned or had partial ownership interests in and operated 66 mobile offshore drilling units associated with our continuing operations.  At March 31, 2015, our fleet consisted of 42 High-Specification Floaters (Ultra-Deepwater, Deepwater and Harsh Environment semisubmersibles and drillships), 14 Midwater Floaters, and 10 High-Specification Jackups.  At March 31, 2015, we also had seven Ultra-Deepwater drillships and five High-Specification Jackups under construction or under contract to be constructed.  See Note 9—Drilling Fleet.
 
 
On August 5, 2014, we completed an initial public offering to sell a noncontrolling interest in Transocean Partners LLC (“Transocean Partners”), a Marshall Islands limited liability company, which was formed on February 6, 2014, by Transocean Partners Holdings Limited, a Cayman Islands company and our wholly owned subsidiary, to own, operate and acquire modern, technologically advanced offshore drilling rigs.  See Note 15—Noncontrolling Interest.
 
 
Note 2—Significant Accounting Policies
 
 
Presentation—We have prepared our accompanying unaudited condensed consolidated financial statements in accordance with accounting principles generally accepted in the U.S. for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”).  Pursuant to such rules and regulations, these financial statements do not include all disclosures required by accounting principles generally accepted in the U.S. for complete financial statements.  The condensed consolidated financial statements reflect all adjustments, which are, in the opinion of management, necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods.  Such adjustments are considered to be of a normal recurring nature unless otherwise noted.  Operating results for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 or for any future period.  The accompanying condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto as of December 31, 2014 and 2013 and for each of the three years in the period ended December 31, 2014 included in our annual report on Form 10-K filed on February 26, 2015.
 
 
Accounting estimates—To prepare financial statements in accordance with accounting principles generally accepted in the U.S., we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosures of contingent assets and liabilities.  On an ongoing basis, we evaluate our estimates and assumptions, including those related to our allowance for doubtful accounts, materials and supplies obsolescence, assets held for sale, property and equipment, investments, income taxes, contingencies, share-based compensation, defined benefit pension plans and other postretirement benefits.  We base our estimates and assumptions on historical experience and on various other factors we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities that are not readily apparent from other sources.  Actual results could differ from such estimates.
 
 
Fair value measurements—We estimate fair value at a price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the principal market for the asset or liability.  Our valuation techniques require inputs that we categorize using a three-level hierarchy, from highest to lowest level of observable inputs, as follows: (1) significant observable inputs, including unadjusted quoted prices for identical assets or liabilities in active markets (“Level 1”), (2) significant other observable inputs, including direct or indirect market data for similar assets or liabilities in active markets or identical assets or liabilities in less active markets (“Level 2”) and (3) significant unobservable inputs, including those that require considerable judgment for which there is little or no market data (“Level 3”).  When multiple input levels are required for a valuation, we categorize the entire fair value measurement according to the lowest level of input that is significant to the measurement even though we may have also utilized significant inputs that are more readily observable.
 
 
Consolidation—We consolidate entities in which we have a majority voting interest and entities that meet the criteria for variable interest entities for which we are deemed to be the primary beneficiary for accounting purposes.  We eliminate intercompany transactions and accounts in consolidation.  We apply the equity method of accounting for an investment in an entity if we have the ability to exercise significant influence over the entity that (a) does not meet the variable interest entity criteria or (b) meets the variable interest entity criteria, but for which we are not deemed to be the primary beneficiary.  We apply the cost method of accounting for an investment in an entity if we do not have the ability to exercise significant influence over the unconsolidated entity.  We separately present within equity on our condensed consolidated balance sheets the ownership interests attributable to parties with noncontrolling interests in our consolidated subsidiaries, and we separately present net income attributable to such parties on our condensed consolidated statements of operations.  See Note 4—Variable Interest Entities and Note 15—Noncontrolling Interest.
 

- 6 -
 
 

Index
 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)


 
Property and equipment—The carrying amounts of our property and equipment, consisting primarily of offshore drilling rigs and related equipment, are based on our estimates, assumptions and judgments relative to capitalized costs, useful lives and salvage values of our rigs.  These estimates, assumptions and judgments reflect both historical experience and expectations regarding future industry conditions and operations.  At March 31, 2015, the aggregate carrying amount of our property and equipment represented approximately 76 percent of our total assets.
 
 
We compute depreciation using the straight-line method after allowing for salvage values.  In December 2014, we reduced the salvage values of certain drilling units due to existing market conditions.  In the three months ended March 31, 2015, this change in estimate resulted in increased depreciation expense of $30 million ($28 million, or $0.08 per diluted share, net of tax).  For the year ending December 31, 2015, we expect this change in estimate to result in increased depreciation expense of approximately $76 million ($73 million, net of tax).
 
 
Share-based compensation—In the three months ended March 31, 2015 and 2014, we recognized share-based compensation expense of $19 million and $28 million, respectively.
 
 
Capitalized interest—We capitalize interest costs for qualifying construction and upgrade projects.  In the three months ended March 31, 2015 and 2014, we capitalized interest costs on construction work in progress of $26 million and $34 million, respectively.
 
 
Reclassifications—We have made certain reclassifications to prior period amounts to conform with the current period’s presentation.  Such reclassifications did not have a material effect on our condensed consolidated statement of financial position, results of operations or cash flows.
 
 
Subsequent events—We evaluate subsequent events through the time of our filing on the date we issue our financial statements.  See Note 18—Subsequent Events.
 
 
Note 3—New Accounting Pronouncements
 
 
Recently adopted accounting standards
 
 
Presentation of financial statements—Effective January 1, 2015, we adopted the accounting standards update that changes the criteria for reporting discontinued operations.  The update expands the disclosures for discontinued operations and requires new disclosures related to the disposal of individually significant components of an entity that do not qualify for discontinued operations.  The update is effective for interim and annual periods beginning on or after December 15, 2014 and does not apply to components, such as our discontinued operations, that have been evaluated and reported as discontinued operations under previous guidance.  Our adoption did not have an effect on our condensed consolidated financial statements or the disclosures contained in our notes to condensed consolidated financial statements.
 
 
Recently issued accounting standards
 
 
Interest—Effective January 1, 2016, we will adopt the accounting standards update that requires debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.  The update is effective for interim and annual periods beginning after December 15, 2015.  We do not expect that our adoption will have a material effect on our condensed consolidated balance sheets or the disclosures contained in our notes to condensed consolidated financial statements.
 
 
Presentation of financial statements—Effective with our annual report for the period ending December 31, 2016, we will adopt the accounting standards update that requires us to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued.  The update is effective for the annual period ending after December 15, 2016 and for interim and annual periods thereafter.  We do not expect that our adoption will have a material effect on the disclosures contained in our notes to condensed consolidated financial statements.
 
 
Revenue from contracts with customers—Effective January 1, 2017, we will adopt the accounting standards update that requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  The update is effective for interim and annual periods beginning on or after December 15, 2016.  We are evaluating the requirements to determine the effect such requirements may have on our revenue recognition policies.
 

- 7 -
 
 

Index
 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)


 
Note 4—Variable Interest Entities
 
 
Consolidated variable interest entities—Angola Deepwater Drilling Company Limited (“ADDCL”), a consolidated Cayman Islands company, and Transocean Drilling Services Offshore Inc. (“TDSOI”), a consolidated British Virgin Islands company, are variable interest entities for which we are the primary beneficiary.  Accordingly, we consolidate the operating results, assets and liabilities of ADDCL and TDSOI.  The carrying amounts associated with our consolidated variable interest entities, after eliminating the effect of intercompany transactions, were as follows (in millions):
 
 
March 31, 2015
   
December 31, 2014
 
Assets
$
1,257
   
$
1,257
 
Liabilities
 
65
     
74
 
Net carrying amount
$
1,192
   
$
1,183
 
 

 
 
Note 5—Impairments
 
 
Assets held and used—During the three months ended March 31, 2015, we identified indicators that the asset groups in our contract drilling services reporting unit may not be recoverable.  Such indicators included a reduction in the number of new contract opportunities, recent low dayrate fixtures and contract terminations.  Our Deepwater Floater asset group, in particular, has seen further declines in projected dayrates and utilization partly caused by more technologically advanced drilling units aggressively competing with less capable drilling units.  As a result of our testing, we determined that the carrying amount of the Deepwater Floater asset group was impaired.  In the three months ended March 31, 2015, we recognized a loss of $507 million ($481 million, or $1.34 per diluted share, net of tax) associated with the impairment of these long-lived assets.  We measured the fair value of the asset group by applying a combination of income and cost approaches, using projected discounted cash flows and estimates of the exchange price that would be received for the assets in the principal or most advantageous market for the assets in an orderly transaction between market participants as of the measurement date.  Our estimate of fair value required us to use significant unobservable inputs, representative of a Level 3 fair value measurement, including assumptions related to the future performance of our contract drilling services reporting unit, such as future commodity prices, projected demand for our services, rig availability and dayrates.  If we experience increasingly unfavorable changes to actual or anticipated dayrates or other impairment indicators, or if we are unable to secure new or extended contracts for our active units or the reactivation of any of our stacked units, we may be required to recognize additional losses in future periods as a result of impairments of the carrying amount of one or more of our asset groups.
 
 
Assets held for sale—In the three months ended March 31, 2015, we recognized an aggregate loss of $429 million ($393 million, or $1.07 per diluted share, net of tax), associated with the impairment of the Ultra-Deepwater Floater Deepwater Expedition, the Deepwater Floaters Sedco 707 and Transocean Rather and the Midwater Floaters GSF Aleutian Key, GSF Arctic III and Transocean Legend, along with related equipment, which were classified as assets held for sale at the time of impairment.  We measured the impairment of the drilling units and related equipment as the amount by which the carrying amount exceeded the estimated fair value less costs to sell.  We estimated the fair value of the assets using significant other observable inputs, representative of Level 2 fair value measurements, including indicative market values for the drilling units and related equipment to be sold for scrap value.
 
 
In the three months ended March 31, 2014, we recognized an aggregate loss of $65 million ($0.19 per diluted share), which had no tax effect, associated with the impairment of the Midwater Floater Sedneth 701 and the High-Specification Jackup GSF Magellan, along with related equipment, which were classified as assets held for sale at the time of impairment.  We measured the impairments of the drilling units and related equipment as the amount by which the carrying amount exceeded the estimated fair value less costs to sell.  We estimated the fair value of the assets using significant other observable inputs, representative of Level 2 fair value measurements, including indicative market values for comparable drilling units or a binding sale and purchase agreement for the drilling units and related equipment.
 
 
    If we commit to plans to sell additional rigs for scrap value, we may be required to recognize additional losses in future periods associated with the impairment of such assets.  See Note 18—Subsequent Events.
 
 
Note 6—Income Taxes
 
 
Tax rate—Transocean Ltd., a holding company and Swiss resident, is exempt from cantonal and communal income tax in Switzerland, but is subject to Swiss federal income tax.  At the federal level, qualifying net dividend income and net capital gains on the sale of qualifying investments in subsidiaries are exempt from Swiss federal income tax.  Consequently, Transocean Ltd. expects dividends from its subsidiaries and capital gains from sales of investments in its subsidiaries to be exempt from Swiss federal income tax.
 
 
Our provision for income taxes is based on the tax laws and rates applicable in the jurisdictions in which we operate and earn income.  The relationship between our provision for or benefit from income taxes and our income or loss before income taxes can vary significantly from period to period considering, among other factors, (a) the overall level of income before income taxes, (b) changes in the blend of income that is taxed based on gross revenues rather than income before taxes, (c) rig movements between taxing jurisdictions and (d) our rig operating structures.  Generally, our annual marginal tax rate is lower than our annual effective tax rate.  In the three months ended March 31, 2015 and 2014, our estimated annual effective tax rates were 25.8 percent and 15.1 percent, respectively, based on estimated annual income from continuing operations before income taxes, after excluding certain items, such as losses on impairment and gains and losses on certain asset disposals.  The tax effect, if any, of the excluded items as well as settlements of prior year tax liabilities and changes in prior year tax estimates are all treated as discrete period tax expenses or benefits.
 

- 8 -
 
 

Index
 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)
 
 
In December 2014, the U.K. Treasury released a draft proposal that would impose tax on groups that use certain tax planning techniques that are perceived as diverting profits from the U.K.  The Diverted Profit Tax rule was included in the 2015 Finance Bill and on March 26, 2015, the legislation received Royal Assent with an effective date of April 1, 2015.  The change in the law did not affect our existing annual income tax rate or deferred tax balances.
 
 
Deferred taxes—The valuation allowance for our non-current deferred tax assets was as follows (in millions):
 
     
March 31,
2015
     
December 31,
2014
 
Valuation allowance for non-current deferred tax assets
 
$
395
   
$
340
 
 

 
 
The increase in the valuation allowance for our non-current deferred tax assets was primarily related to the current net operating losses generated in Norway and the U.K. carryforward deductions related to charter payments.
 
 
Unrecognized tax benefits—The liabilities related to our unrecognized tax benefits, including related interest and penalties that we recognize as a component of income tax expense, were as follows (in millions):
 
     
March 31,
2015
     
December 31,
2014
 
Unrecognized tax benefits, excluding interest and penalties
 
$
271
   
$
265
 
Interest and penalties
   
120
     
120
 
Unrecognized tax benefits, including interest and penalties
 
$
391
   
$
385
 
 

 
 
In the year ending December 31, 2015, it is reasonably possible that our existing liabilities for unrecognized tax benefits may increase or decrease primarily due to the progression of open audits or the expiration of statutes of limitation.  However, we cannot reasonably estimate a range of potential changes in our existing liabilities for unrecognized tax benefits due to various uncertainties, such as the unresolved nature of various audits.
 
 
Tax returns—We file federal and local tax returns in several jurisdictions throughout the world.  With few exceptions, we are no longer subject to examinations of our U.S. and non-U.S. tax matters for years prior to 2010.
 
 
Our tax returns in the major jurisdictions in which we operate, other than the U.S., Norway and Brazil, which are mentioned below, are generally subject to examination for periods ranging from three to six years.  We have agreed to extensions beyond the statute of limitations in two major jurisdictions for up to 20 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 timing or the 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 statement of cash flows.
 
 
U.S. tax investigations—In January 2014, we received a draft assessment from the U.S. tax authorities related to our 2010 and 2011 U.S. federal income tax returns.  The significant issue raised in the assessment relates to transfer pricing for certain charters of drilling rigs between our subsidiaries.  This issue, if successfully challenged, would result in net adjustments of approximately $290 million of additional taxes, excluding interest and penalties.  We believe our U.S. federal income tax returns are materially correct as filed, and we intend to continue to vigorously defend against all such claims to the contrary.  An unfavorable outcome on these adjustments could result in a material adverse effect on our consolidated statement of financial position, results of operations or cash flows.  Furthermore, if the authorities were to continue to pursue these positions with respect to subsequent years and were successful in such assertions, our effective tax rate on worldwide earnings with respect to years following 2011 could increase substantially, and could have a material adverse effect on our consolidated results of operations or cash flows.
 
 
Norway tax investigations and trial—Norwegian civil tax and criminal authorities are investigating various transactions undertaken by our subsidiaries in 1999, 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 as follows: (a) NOK 684 million, equivalent to approximately $85 million, plus interest, related to the migration of our subsidiary that was previously subject to tax in Norway, (b) NOK 412 million, equivalent to approximately $51 million, plus interest, related to a 2001 dividend payment and (c) NOK 43 million, equivalent to approximately $5 million, plus interest, related to certain foreign exchange deductions and dividend withholding tax.  In November 2012, the Norwegian district court in Oslo heard the civil tax case regarding the disputed tax assessment of NOK 684 million related to the migration of our subsidiary.  On March 1, 2013, the Norwegian district court in Oslo overturned the initial civil tax assessment and ruled in our favor, and the tax authorities filed an appeal.  On June 26, 2014, the Norwegian district court in Oslo ruled that our subsidiary was liable for the civil tax assessment of NOK 412 million, equivalent to approximately $51 million, but waived all penalties and interest.  On September 12, 2014, we filed an appeal.  We intend to take all other appropriate action to continue to support our position that our Norwegian tax returns are materially correct as filed.
 

- 9 -
 
 

Index
 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)

In June 2011, the Norwegian authorities issued criminal indictments against two of our subsidiaries alleging misleading or incomplete disclosures in Norwegian tax returns for the years 1999 through 2002, as well as inaccuracies in Norwegian statutory financial statements for the years ended December 31, 1996 through 2001.  Two employees of our former external tax advisors were also issued criminal indictments with respect to the disclosures in our tax returns, and our former external Norwegian tax attorney was issued criminal indictments related to certain of our restructuring transactions and the 2001 dividend payment.  In January 2012, the Norwegian authorities supplemented the previously issued criminal indictments by issuing a financial claim of NOK 1.8 billion, equivalent to approximately $223 million, jointly and severally, against our two subsidiaries, the two external tax advisors and the external tax attorney.  In February 2012, the authorities dropped the previously existing civil tax claim related to a certain restructuring transaction.  In April 2012, the Norwegian tax authorities supplemented the previously issued criminal indictments against our two subsidiaries by extending a criminal indictment against a third subsidiary, alleging misleading or incomplete disclosures in Norwegian tax returns for the years 2001 and 2002.  The criminal trial commenced in December 2012.  In May 2013, the Norwegian authorities dropped the financial claim of NOK 1.8 billion against one of our subsidiaries and the criminal case related to the migration case of another subsidiary.  The criminal trial proceedings ended in September 2013.  The Norwegian authorities subsequently suggested, if we were found guilty, that the court assess criminal penalties of NOK 230 million, equivalent to approximately $29 million, against three of our subsidiaries in addition to any civil tax penalties and the financial claim.
 
 
On July 2, 2014, the Norwegian district court in Oslo acquitted our three subsidiaries, two external tax attorneys and an external tax advisor of all criminal charges related to the disclosures in our Norwegian tax returns for the years 1999 through 2002 and statutory financial statements for the years ended December 31, 1996 through 2001.  On July 16, 2014, the Norwegian authorities dropped the financial claim of NOK 1.8 billion, equivalent to approximately $223 million, against two of our subsidiaries, fully closing this matter, and on the same date, filed an appeal with respect to the following charges: (a) disclosures in our Norwegian tax returns related to a dividend payment in 2001, (b) disclosures in our Norwegian tax returns related to an intercompany rig sale in 1999 and (c) certain inaccuracies in Norwegian statutory financial statements for the years ended December 31, 1996 through 2001.  We believe our Norwegian tax returns are materially correct as filed, and we intend to continue to vigorously contest any assertions to the contrary by the Norwegian civil and criminal authorities in connection with the various transactions being investigated.  An unfavorable outcome on the Norwegian civil or criminal tax matters could result in a material adverse effect on our consolidated statement of financial position, results of operations or cash flows.
 
 
Brazil tax investigations—Certain of our Brazilian income tax returns for the years 2000 through 2004 are currently under examination.  In December 2005, the Brazilian tax authorities issued an aggregate tax assessment of BRL 723 million, equivalent to approximately $226 million, including a 75 percent penalty and interest.  On January 25, 2008, we filed a protest letter with the Brazilian tax authorities, and we are currently engaged in the appeals process.  On May 19, 2014, with respect to our Brazilian income tax returns for the years 2009 and 2010, the Brazilian tax authorities issued an aggregate tax assessment of BRL 126 million, equivalent to approximately $39 million, including a 75 percent penalty and interest.  On June 18, 2014, we filed a protest letter with the Brazilian tax authorities.  We believe our returns are materially correct as filed, and we are vigorously contesting these assessments.  An unfavorable outcome on these proposed assessments could result in a material adverse effect on our consolidated statement of financial position, results of operations or cash flows.
 
 
Other tax matters—We conduct operations through our various subsidiaries in a number of countries throughout the world.  Each country has its own tax regimes with varying nominal rates, deductions, employee contribution requirements and tax attributes.  From time to time, we may identify changes to previously evaluated tax positions that could result in adjustments to our recorded assets and liabilities.  Although we are unable to predict the outcome of these changes, we do not expect the effect, if any, resulting from these adjustments to have a material adverse effect on our consolidated statement of financial position, results of operations or cash flows.
 

- 10 -
 
 

Index
 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)

 
Note 7—Discontinued Operations
 
 
Summarized results of discontinued operations
 
 
The summarized results of operations included in income from discontinued operations were as follows (in millions):
 
   
Three months ended March 31,
 
   
2015
   
2014
 
Operating revenues
 
$
   
$
108
 
Operating and maintenance expense
   
(1
)
   
(104
)
Loss on disposal of assets in discontinued operations, net
   
     
(10
)
Loss from discontinued operations before income tax expense
   
(1
)
   
(6
)
Income tax expense
   
(1
)
   
(2
)
Loss from discontinued operations, net of tax
 
$
(2
)
 
$
(8
)
 

 
 
Standard jackup and swamp barge contract drilling services
 
 
Overview—In September 2012, in connection with our efforts to dispose of non-strategic assets and to reduce our exposure to low-specification drilling units, we committed to a plan to discontinue operations associated with the standard jackup and swamp barge asset groups, components of our contract drilling services operating segment.
 
 
Sale transactions with Shelf Drilling—In November 2012, we completed the sale of 38 drilling units to Shelf Drilling Holdings, Ltd. (“Shelf Drilling”).  For a transition period following the completion of the sale transactions, we agreed to continue to operate a substantial portion of the standard jackups under operating agreements with Shelf Drilling and to provide certain other transition services to Shelf Drilling.  Under the operating agreements, we agreed to remit the collections from our customers under the associated drilling contracts to Shelf Drilling, and Shelf Drilling agreed to reimburse us for our direct costs and expenses incurred while operating the standard jackups on behalf of Shelf Drilling with certain exceptions.  Amounts due to Shelf Drilling under the operating agreements and transition services agreement may be contractually offset against amounts due from Shelf Drilling.  The costs to us for providing such operating and transition services, including allocated indirect costs, have exceeded the amounts we receive from Shelf Drilling for providing such services.
 
 
Under the operating agreements, we agreed to continue to operate these standard jackups on behalf of Shelf Drilling for periods ranging from nine months to 27 months, until expiration or novation of the underlying drilling contracts by Shelf Drilling.  As of March 31, 2015, we no longer operated drilling units for Shelf Drilling.  Until the expiration or novation of such drilling contracts, we retained possession of the materials and supplies associated with the standard jackups that we operated under the operating agreements.  In the three months ended March 31, 2015 and 2014, we received cash proceeds of $2 million and $3 million, respectively, associated with the sale of equipment and materials and supplies to Shelf Drilling upon expiration or novation of the drilling contracts.  Under a transition services agreement, we provided certain transition services through May 2014.
 
 
For a period through November 2015, we agreed to provide to Shelf Drilling up to $125 million of financial support by maintaining letters of credit, surety bonds and guarantees for various contract bidding and performance activities associated with the drilling units sold to Shelf Drilling and in effect at the closing of the sale transactions.  At the time of the sale transactions, we had $113 million of outstanding letters of credit, issued under our committed and uncommitted credit lines, in support of rigs sold to Shelf Drilling.  Included within the $125 million maximum amount, we agreed to provide up to $65 million of additional financial support in connection with any new drilling contracts related to such drilling units.  Shelf Drilling is required to reimburse us in the event that any of these instruments are called.  At March 31, 2015 and December 31, 2014, we had $79 million and $91 million, respectively, of outstanding letters of credit, issued under our committed and uncommitted credit lines, in support of drilling units sold to Shelf Drilling.  See Note 13—Commitments and Contingencies.
 
 
Other dispositions—During the three months ended March 31, 2014, we recognized a net gain of $1 million, which had no tax effect, related to the disposal of assets unrelated to rig sales.
 
 
Drilling management services
 
 
Overview—In February 2014, in connection with our efforts to discontinue non-strategic operations, we completed the sale of ADTI, which performs drilling management services in the North Sea.  As a result of the sale, we reclassified the results of operations of our drilling management services operating segment to discontinued operations for all periods presented.
 
 
Disposition—In the three months ended March 31, 2014, we received net cash proceeds of $11 million and recognized a net loss of $11 million ($0.03 per diluted share), which had no tax effect, associated with the sale of the drilling management services business.  We also agreed to provide a $15 million working capital line of credit to the buyer through March 2016.  We earn interest on the outstanding borrowings at a fixed rate of 8.3 percent per annum, payable quarterly.  At March 31, 2015 and December 31, 2014, ADTI had borrowings of $15 million outstanding under the working capital line of credit, recorded in other assets.
 

- 11 -
 
 

Index
 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)

Note 8—Earnings (Loss) Per Share
 
 
The numerator and denominator used for the computation of basic and diluted per share earnings (loss) from continuing operations were as follows (in millions, except per share data):
 
   
Three months ended March 31,
 
   
2015
   
2014
 
   
Basic
   
Diluted
   
Basic
   
Diluted
 
Numerator for earnings (loss) per share
                           
Income (loss) from continuing operations attributable to controlling interest
 
$
(481
)
 
$
(481
)
 
$
464
   
$
464
 
Undistributed earnings allocable to participating securities
   
     
     
(4
)
   
(4
)
Income (loss) from continuing operations available to shareholders
 
$
(481
)
 
$
(481
)
 
$
460
   
$
460
 
                                 
Denominator for earnings (loss) per share
                               
Weighted-average shares outstanding
   
363
     
363
     
361
     
361
 
Effect of stock options and other share-based awards
   
     
     
     
 
Weighted-average shares for per share calculation
   
363
     
363
     
361
     
361
 
                                 
Per share earnings (loss) from continuing operations
 
$
(1.32
)
 
$
(1.32
)
 
$
1.27
   
$
1.27
 
 

 
 
In the three months ended March 31, 2015 and 2014, we excluded 5.0 million and 2.3 million share-based awards, respectively, from the calculation since the effect would have been anti-dilutive.
 

- 12 -
 
 

Index
 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)

 
Note 9—Drilling Fleet
 
 
Construction work in progress—For the three months ended March 31, 2015 and 2014, the changes in our construction work in progress, including capital expenditures and capitalized interest, were as follows (in millions):
 
   
Three months ended March 31,
 
   
2015
     
2014
 
Construction work in progress, at beginning of period
 
$
2,451
   
$
2,710
 
                 
Newbuild construction program
               
Deepwater Invictus (a) (b)
   
     
442
 
Deepwater Asgard (a) (b)
   
     
230
 
Deepwater Thalassa (c)
   
25
     
32
 
Deepwater Proteus (c)
   
9
     
6
 
Deepwater Conqueror (d)
   
18
     
80
 
Deepwater Pontus (c)
   
18
     
79
 
Deepwater Poseidon (c)
   
6
     
24
 
Ultra-Deepwater drillship TBN1 (e)
   
2
     
27
 
Transocean Cassiopeia (f)
   
1
     
1
 
Ultra-Deepwater drillship TBN2 (e)
   
     
27
 
Transocean Centaurus (f)
   
1
     
1
 
Transocean Cepheus (f)
   
1
     
1
 
Transocean Cetus (f)
   
1
     
1
 
Transocean Circinus (f)
   
1
     
1
 
Other construction projects and capital additions
   
118
     
179
 
Total capital expenditures
   
201
     
1,131
 
Changes in accrued capital expenditures
   
(22
)
   
(48
)
                 
Property and equipment placed into service
               
Other property and equipment
   
(91
)
   
(178
)
Construction work in progress, at end of period
 
$
2,539
   
$
3,615
 
_____________________________
(a)
The accumulated construction costs of this rig are no longer included in construction work in progress, as the construction project had been completed as of March 31, 2015.
 
(b)
The Ultra-Deepwater drillships Deepwater Invictus and Deepwater Asgard, commenced operations in July 2014 and August 2014, respectively.  The total carrying amount included capitalized costs of $272 million, representing the estimated fair value of construction in progress acquired in connection with our acquisition of Aker Drilling ASA in October 2011.
 
(c)
Deepwater Thalassa, Deepwater Proteus, Deepwater Pontus and Deepwater Poseidon, four newbuild Ultra-Deepwater drillships under construction at the Daewoo Shipbuilding & Marine Engineering Co. Ltd. shipyard in Korea, are expected to commence operations in the first quarter of 2016, the third quarter of 2016, the first quarter of 2017 and the second quarter of 2017, respectively.
 
(d)
Deepwater Conqueror, a newbuild Ultra-Deepwater drillship under construction at the Daewoo Shipbuilding & Marine Engineering Co. Ltd. shipyard in Korea, is expected to commence operations in the fourth quarter of 2016.
 
(e)
Our two unnamed dynamically positioned Ultra-Deepwater drillships under construction at the Jurong Shipyard PTE Ltd. in Singapore do not yet have drilling contracts and are expected to be delivered in the second quarter of 2017 and the first quarter of 2018, respectively.
 
(f)
Transocean Cassiopeia, Transocean Centaurus, Transocean Cepheus, Transocean Cetus and Transocean Circinus, five Keppel FELS Super B 400 Bigfoot class design newbuild High-Specification Jackups under construction at Keppel FELS’ shipyard in Singapore do not yet have drilling contracts and are expected to be delivered in the first quarter of 2018, the third quarter of 2018, the first quarter of 2019, the third quarter of 2019 and the first quarter of 2020, respectively.  These delivery expectations reflect our decision to delay delivery in consideration of existing market conditions.
 

 
 
Dispositions—During the three months ended March 31, 2015, in connection with our efforts to dispose of non-strategic assets, we completed the sale of the Deepwater Floater Discoverer Seven Seas and the Midwater Floater C. Kirk Rhein, Jr. along with related equipment, and in the three months ended March 31, 2015, we received aggregate net cash proceeds of $5 million.  During the three months ended March 31, 2014, in connection with our efforts to dispose of non-strategic assets, we completed the sale of the High-Specification Jackup GSF Monitor along with related equipment, and in the three months ended March 31, 2014, we received net cash proceeds of $83 million.  In the three months ended March 31, 2015 and 2014, we received cash proceeds of $2 million and $8 million, respectively, and recognized an aggregate net loss of $9 million and $3 million, respectively, associated with the disposal of certain corporate assets and unrelated rig equipment.
 

- 13 -
 
 

Index
 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)

During the three months ended March 31, 2015, we committed to a plan to sell the Ultra-Deepwater Floater Deepwater Expedition, the Deepwater Floaters Sedco 707 and Transocean Rather and the Midwater Floaters GSF Aleutian Key, GSF Arctic III and Transocean Legend, along with related equipment.  At March 31, 2015, the aggregate carrying amount of our assets held for sale was $23 million, including the Ultra-Deepwater Floater Deepwater Expedition, the Deepwater Floaters Sedco 707, Sedco 710, Sovereign Explorer and Transocean Rather and the Midwater Floaters Falcon 100, GSF Aleutian Key, GSF Arctic I, GSF Arctic III, J.W. McLean, Sedco 601, Sedco 700, Sedneth 701 and Transocean Legend, along with related equipment.  At December 31, 2014, the aggregate carrying amount of our assets held for sale was $25 million, including an aggregate carrying amount of $23 million for the Deepwater Floaters Discoverer Seven Seas, Sedco 710 and Sovereign Explorer and the Midwater Floaters C. Kirk Rhein, Jr., Falcon 100, GSF Arctic I, J.W. McLean, Sedco 601, Sedco 700 and Sedneth 701, along with related equipment, and an aggregate carrying amount of $2 million for the then remaining assets of our discontinued operations.
 
 
See Note 5—Impairments, Note 7—Discontinued Operations and Note 18—Subsequent Events.
 
 
Note 10—Debt
 
 
Debt, net of unamortized discounts, premiums and fair value adjustments, was comprised of the following (in millions):
 
   
March 31, 2015
   
December 31, 2014
 
4.95% Senior Notes due November 2015 (a)
 
$
896
   
$
898
 
5.05% Senior Notes due December 2016 (a)
   
1,000
     
999
 
2.5% Senior Notes due October 2017 (a)
   
749
     
748
 
Eksportfinans Loans due January 2018
   
288
     
369
 
6.00% Senior Notes due March 2018 (a)
   
1,004
     
1,001
 
7.375% Senior Notes due April 2018 (a)
   
247
     
247
 
6.50% Senior Notes due November 2020 (a)
   
921
     
911
 
6.375% Senior Notes due December 2021 (a)
   
1,199
     
1,199
 
3.8% Senior Notes due October 2022 (a)
   
746
     
745
 
7.45% Notes due April 2027 (a)
   
97
     
97
 
8% Debentures due April 2027 (a)
   
57
     
57
 
7% Notes due June 2028
   
309
     
309
 
Capital lease contract due August 2029
   
609
     
615
 
7.5% Notes due April 2031 (a)
   
599
     
598
 
6.80% Senior Notes due March 2038 (a)
   
999
     
999
 
7.35% Senior Notes due December 2041 (a)
   
300
     
300
 
Total debt
   
10,020
     
10,092
 
Less debt due within one year
               
4.95% Senior Notes due November 2015 (a)
   
896
     
898
 
Eksportfinans Loans due January 2018
   
106
     
114
 
Capital lease contract due August 2029
   
22
     
21
 
Total debt due within one year
   
1,024
     
1,033
 
Total long-term debt
 
$
8,996
   
$
9,059
 
_____________________________
(a)
Transocean Inc., a 100 percent owned subsidiary of Transocean Ltd., is the issuer of the notes and debentures, which have been guaranteed by Transocean Ltd.  Transocean Ltd. has also guaranteed borrowings under the Five-Year Revolving Credit Facility.  Transocean Ltd. and Transocean Inc. are not subject to any significant restrictions on their ability to obtain funds from their consolidated subsidiaries by dividends, loans or return of capital distributions.  See Note 17—Condensed Consolidating Financial Information.
 
 
 
 
Scheduled maturities—At March 31, 2015, the scheduled maturities of our debt were as follows (in millions):
 
Twelve months ending March 31,
     
2016
 
$
1,022
 
2017
   
1,131
 
2018
   
1,858
 
2019
   
277
 
2020
   
33
 
Thereafter
   
5,675
 
Total debt, excluding unamortized discounts, premiums and fair value adjustments
   
9,996
 
Total unamortized discounts, premiums and fair value adjustments, net
   
24
 
Total debt
 
$
10,020
 
 
 

- 14 -
 
 

Index
 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)

Five-Year Revolving Credit Facility—In June 2014, we entered into an amended and restated bank credit agreement, which established a $3.0 billion unsecured five-year revolving credit facility, that is scheduled to expire on June 28, 2019 (the “Five-Year Revolving Credit Facility”).  Among other things, the Five-Year Revolving Credit Facility includes limitations on creating liens, incurring subsidiary debt, transactions with affiliates, sale/leaseback transactions, mergers and the sale of substantially all assets.  The Five-Year Revolving Credit Facility also includes a covenant imposing a maximum debt to tangible capitalization ratio of 0.6 to 1.0.  Borrowings under the Five-Year Revolving Credit Facility are subject to acceleration upon the occurrence of an event of default, borrowings are guaranteed by Transocean Ltd. and may be prepaid in whole or in part without premium or penalty.
 
 
We may borrow under the Five-Year Revolving Credit Facility at either (1) the adjusted London Interbank Offered Rate (“LIBOR”) plus a margin (the “Five-Year Revolving Credit Facility Margin”), which ranges from 1.125 percent to 2.0 percent based on the credit rating of our non-credit enhanced senior unsecured long-term debt (“Debt Rating”), or (2) the base rate specified in the credit agreement plus the Five-Year Revolving Credit Facility Margin, less one percent per annum.  Throughout the term of the Five-Year Revolving Credit Facility, we pay a facility fee on the daily unused amount of the underlying commitment which ranges from 0.15 percent to 0.35 percent depending on our Debt Rating.  In the three months ended March 31, 2015, our Debt Rating was reduced, and as a result, effective March 19, 2015, the Five-Year Revolving Credit Facility Margin increased to 1.75 percent from 1.5 percent and the facility fee increased to 0.275 percent from 0.225 percent.  At March 31, 2015, we had no borrowings outstanding or letters of credit issued, and we had $3.0 billion of available borrowing capacity under the Five-Year Revolving Credit Facility.
 
 
5.05% Senior Notes, 6.375% Senior Notes and 7.35% Senior Notes—In December 2011, we issued $1.0 billion aggregate principal amount of 5.05% Senior Notes due December 2016 (the “5.05% Senior Notes”), $1.2 billion aggregate principal amount of 6.375% Senior Notes due December 2021 (the “6.375% Senior Notes”) and $300 million aggregate principal amount of 7.35% Senior Notes due December 2041 (the “7.35% Senior Notes”).  The interest rates for the notes are subject to adjustment from time to time upon a change to our Debt Rating.  In the three months ended March 31, 2015, our Debt Rating was reduced and, as a result, effective June 15, 2015, the interest rates on the 5.05% Senior Notes, the 6.375% Senior Notes and the 7.35% Senior Notes will increase 0.5 percent from the stated rate to 5.55 percent, 6.875 percent and 7.85 percent, respectively.  At March 31, 2015, the aggregate outstanding principal amount of the 5.05% Senior Notes, the 6.375% Senior Notes and the 7.35% Senior Notes was $1.0 billion, $1.2 billion and $300 million, respectively.
 
 
2.5% Senior Notes and 3.8% Senior Notes—In September 2012, we issued $750 million aggregate principal amount of 2.5% Senior Notes due October 2017 (the “2.5% Senior Notes”) and $750 million aggregate principal amount of 3.8% Senior Notes due October 2022 (the “3.8% Senior Notes”).  The interest rates for the notes are subject to adjustment from time to time upon a change to our Debt Rating.  In the three months ended March 31, 2015, our Debt Rating was reduced and, as a result, effective April 15, 2015, the interest rates on the 2.5% Senior Notes and the 3.8% Senior Notes will increase 0.5 percent from the stated rate to 3.0 percent and 4.3 percent, respectively.  At March 31, 2015, the aggregate outstanding principal amount of the 2.5% Senior Notes and the 3.8% Senior Notes was $750 million each.
 
 
Eksportfinans Loans—We have borrowings under the Loan Agreement dated September 12, 2008 and the Loan Agreement dated November 18, 2008, between one of our subsidiaries and Eksportfinans ASA (together, the “Eksportfinans Loans”).  At March 31, 2015 and December 31, 2014, aggregate borrowings of NOK 2.3 billion and NOK 2.8 billion, respectively, equivalent to approximately $290 million and $370 million, respectively, were outstanding under the Eksportfinans Loans.
 
 
The Eksportfinans Loans require collateral to be held by a financial institution through expiration (the “Aker Restricted Cash Investments”).  At March 31, 2015 and December 31, 2014, the aggregate principal amount of the Aker Restricted Cash Investments was NOK 2.3 billion and NOK 2.8 billion, respectively, equivalent to approximately $290 million and $370 million, respectively.
 

- 15 -
 
 

Index
 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)

 
Note 11—Derivatives and Hedging
 
 
In March and April 2014, we entered into interest rate swaps, which are designated and qualify as a fair value hedge, to reduce our exposure to changes in the fair value of the 6.0% Senior Notes due March 2018 and the 6.5% Senior Notes due November 2020, respectively.  The interest rate swaps have aggregate notional amounts equal to the corresponding face values of the hedged instruments and have stated maturities that coincide with those of the hedged instruments.  We have determined that the hedging relationships qualify for and we have applied the shortcut method of accounting, under which the interest rate swaps are considered to have no ineffectiveness and no ongoing assessment of effectiveness is required.  Accordingly, changes in the fair value of the interest rate swaps recognized in interest expense offset the changes in the fair value of the hedged fixed-rate notes.
 
 
At March 31, 2015, the aggregate notional amounts and the weighted average interest rates associated with our derivatives designated as hedging instruments were as follows (in millions, except weighted average interest rates):
 
   
Pay
   
Receive
   
Aggregate
notional
amount
   
Fixed or variable rate
 
Weighted average
rate
     
Aggregate
notional
amount
   
Fixed or variable rate
 
Weighted average
rate
 
Interest rate swaps, fair value hedge
 
$
1,500
   
Variable
   
4.69
%
   
$
1,500
   
Fixed
   
6.25
%
 

 
 
The balance sheet classification and aggregate carrying amount of our derivatives designated as hedging instruments, measured at fair value, were as follows (in millions):
 
       
March 31,
   
December 31,
 
   
Balance sheet classification
 
2015
   
2014
 
Interest rate swaps, fair value hedges
 
Other current assets
 
$
6
   
$
4
 
Interest rate swaps, fair value hedges
 
Other assets
   
27
     
11
 
 

 
 
Note 12—Postemployment Benefit Plans
 
 
Defined benefit pension plans and other postretirement employee benefit plans
 
 
Effective January 1, 2015, we froze benefits of our qualified defined benefit pension plan in the U.S., which covers substantially all U.S. employees, and one of our unfunded supplemental benefit plans.  Including these plans, we have several frozen defined benefit pension plans, both funded and unfunded, that cover certain current and former U.S. employees and certain former directors of our predecessors (the “U.S. Plans”).  We also have various defined benefit plans in the U.K., Norway, Nigeria, Egypt and Indonesia that cover certain current and former employees in those areas (the “Non-U.S. Plans”).  Additionally, we maintain several unfunded contributory and noncontributory other postretirement employee benefit plans covering substantially all of our U.S. employees (the “OPEB Plans”).
 
 
The components of net periodic benefit costs, before tax, and funding contributions for these plans were as follows (in millions):
 
   
Three months ended March 31, 2015
   
Three months ended March 31, 2014
 
   
U.S.
Plans
   
Non-U.S.
Plans
   
OPEB
Plans
   
Total
   
U.S.
Plans
   
Non-U.S.
Plans
   
OPEB
Plans
   
Total
 
Net periodic benefit costs
                                               
Service cost
 
$
1
   
$
7
   
$
   
$
8
   
$
11
   
$
8
   
$
   
$
19
 
Interest cost
   
16
     
5
     
1
     
22
     
17
     
6
     
1
     
24
 
Expected return on plan assets
   
(22
)
   
(6
)
   
     
(28
)
   
(19
)
   
(7
)
   
     
(26
)
Actuarial losses, net
   
3
     
2
     
     
5
     
5
     
1
     
     
6
 
Net periodic benefit costs
 
$
(2
)
 
$
8
   
$
1
   
$
7
   
$
14
   
$
8
   
$
1
   
$
23
 
                                                                 
Funding contributions
 
$
   
$
9
   
$
2
   
$
11
   
$
1
   
$
9
   
$
   
$
10
 
 


- 16 -
 
 

Index
 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)
 
 
Note 13—Commitments and Contingencies
 
 
Macondo well incident settlement obligations
 
 
On April 22, 2010, the Ultra-Deepwater Floater Deepwater Horizon sank after a blowout of the Macondo well caused a fire and explosion on the rig.  Eleven persons were declared dead and others were injured as a result of the incident.  At the time of the explosion, Deepwater Horizon was located approximately 41 miles off the coast of Louisiana in Mississippi Canyon Block 252 and was contracted to an affiliate of BP plc (together with its affiliates, “BP”).
 
 
On January 3, 2013, we reached an agreement with the U.S. Department of Justice (“DOJ”) to resolve certain outstanding civil and potential criminal charges against us arising from the Macondo well incident.  As part of this resolution, we agreed to a guilty plea (“Plea Agreement”) and a civil consent decree (“Consent Decree”) by which, among other things, we agreed to pay $1.4 billion in fines, recoveries and civil penalties, excluding interest, in scheduled payments through February 2017.  In the three months ended March 31, 2015 and 2014, we paid an aggregate installment of $264 million and $472 million, respectively, including interest, towards our obligations under the Plea Agreement and Consent Decree.
 
 
Macondo well incident contingencies
 
Overview—We have recognized a liability for estimated loss contingencies associated with litigation and investigations resulting from the incident that we believe are probable and for which a reasonable estimate can be made.  At March 31, 2015 and December 31, 2014, the liability for estimated loss contingencies that we believe are probable and for which a reasonable estimate can be made was $426 million, recorded in other current liabilities.  The litigation and investigations also give rise to certain loss contingencies that we believe are either reasonably possible or probable but for which we do not believe a reasonable estimate can be made.  Although we have not recognized a liability for such loss contingencies, these contingencies could result in liabilities that we ultimately recognize.
 
 
We have also recognized an asset associated with the portion of our estimated losses, primarily related to the personal injury and fatality claims of our crew and vendors, that we believe is probable of recovery from insurance.  At March 31, 2015 and December 31, 2014, the insurance recoverable asset was $10 million, recorded in other assets.  Although we have available policy limits that could result in additional amounts recoverable from insurance, recovery of such additional amounts is not probable and we are not currently able to estimate such amounts (see “—Insurance coverage”).  Our estimates involve a significant amount of judgment.  As a result of new information or future developments, we may increase our estimated loss contingencies arising out of the Macondo well incident or reduce our estimated recoveries from insurance, and the resulting losses could have a material adverse effect on our consolidated statement of financial position, results of operations or cash flows.
 
 
Multidistrict litigation proceeding—Most of the Macondo well related claims have been consolidated by the U.S. Judicial Panel on Multidistrict Litigation and transferred to the U.S. District Court for the Eastern District of Louisiana (the “MDL Court”) for pretrial purposes if they were not filed originally in that court.  These claims include, inter alia, claims by private parties represented by the Plaintiffs’ Steering Committee (the “PSC”), claims by state and local governments, and the claims of the U.S.  As of March 31, 2015, the MDL Court has completed two phases of a trial, and additional litigation is ongoing.
 
 
Phase One trial—The MDL Court held the Phase One trial between February and April 2013, and entered its Findings of Fact and Conclusions of Law (the “Phase One Ruling”) on September 4, 2014.  The trial addressed the claims, cross claims, and counter-claims asserted in our petition to limit liability under the Limitation of Liability Act and the claims asserted by the DOJ in its civil complaint against various defendants.  The trial focused on fault issues, including negligence and gross negligence; other bases of liability of the various defendants with respect to the cause of the blowout and the initiation of the oil spill; and fault allocation among the defendants.  The Phase One Ruling concluded that BP was grossly negligent and reckless and 67 percent at fault for the blowout, explosion, and spill; that Transocean was negligent and 30 percent at fault; and that Halliburton Company (“Halliburton”) was negligent and three percent at fault.
 
 
The finding that Transocean was negligent, but not grossly negligent, means that we are not liable for punitive damages.  Because the MDL Court found we were not grossly negligent, it concluded that BP’s contractual agreement to indemnify us for compensatory damages caused by pollution that did not originate on or above the surface of the water is valid and enforceable.  The MDL Court also ruled that BP’s contractual agreement to release its own claims against us is valid and enforceable.  This release bars the PSC from pursuing claims that have purportedly been assigned to it by BP in a settlement reached between BP and the PSC prior to the Phase One trial (see “—Impact of BP/PSC settlement on pending claims").
 
 
The MDL Court’s rulings include a number of Transocean-specific findings and conclusions.  The MDL Court found that the Deepwater Horizon’s crew was negligent in its conduct of a negative pressure test, which was intended, among other things, to test the integrity of the cement in the well, and in certain well control decisions in the hour before the blowout.  The MDL Court found three other bases for imposing negligence liability on Transocean as follows: (1) the crew’s improper diversion of fluids that had entered the riser to the rig’s mud-gas separator instead of overboard; (2) the crew’s failure to properly maintain the blowout preventer; and (3) the master’s failure to timely activate the Emergency Disconnect System as a consequence of an ambiguous command structure.  The MDL Court held that these three failures were “within Transocean’s privity and knowledge.”  As a result, the MDL Court held that Transocean Holdings LLC, Transocean Deepwater Inc., and Transocean Offshore Deepwater Drilling Inc., three of our wholly owned subsidiaries, could not limit their liability under the Limitation of Liability Act.  Under the MDL Court’s ruling, however, we are entitled to indemnity from BP for any compensatory damages caused by pollution that did not originate on or above the surface of the water.
 

- 17 -
 
 

Index
 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)

The MDL Court also concluded that we were an “operator” of the Macondo well for purposes of 33 U.S.C. § 2704(c)(3), a provision of the Oil Pollution Act (“OPA”) that permits government entities to recover removal costs by owners and operators of a facility or vessel that caused a discharge.  The MDL Court, however, reiterated that “Transocean’s liability to government entities for removal costs is ultimately shifted to BP by virtue of contractual indemnity.”
 
 
The MDL Court released two Transocean entities from liability under general maritime law.  First, the MDL Court held that Transocean Ltd. was not liable under general maritime law.  The MDL Court also granted a motion for judgment on partial findings by Triton Asset Leasing GmbH, the entity that owned Deepwater Horizon and our wholly owned subsidiary, on the grounds that any negligence or unseaworthiness that caused the blowout arose after the bareboat charter commenced.
 
 
Following the Phase One Ruling, BP filed a motion to amend the Phase One Findings of Fact and Conclusions of Law, alter or amend the judgment, or for a new trial, alleging the MDL Court made errors in its conclusions about the causes of the failure of the cement in the well.  The MDL Court denied the motion.
 
 
The Phase One Ruling did not quantify damages or result in a final monetary judgment.  However, because it is a determination of liability under maritime law, the Phase One Ruling is appealable, and BP, the PSC, Transocean, Halliburton and the State of Alabama have all appealed or cross-appealed aspects of the ruling.  The U.S. Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) has issued an order providing that BP and the PSC must file their opening briefs by May 11, 2015.  Transocean, Halliburton and the State of Alabama must file their opening briefs within 30 days following the BP and the PSC opening brief filings.  Parties must file opposition and reply briefs thereafter.  We can provide no assurances as to the outcome of these appeals, as to the timing of any further rulings, or that we will not enter into additional settlements as to some or all of the matters related to the Macondo well incident, including those to be determined at a trial, or the timing or terms of any such settlements.
 
 
Phase Two trial—The Phase Two of the trial occurred between September 30, 2013 and October 17, 2013.  The first segment of the trial addressed BP’s conduct related to stopping the release of hydrocarbons after April 22, 2010, and the second segment addressed quantification of the amount of oil discharged.  We participated in the first segment of the trial, but were not a party to the second segment because the ruling as to the quantification of oil primarily relates to setting the statutory maximum civil penalty under the CWA, and we have settled the DOJ’s CWA penalty claim against us.  On January 15, 2015, the MDL Court issued its Findings of Facts and Conclusions of Law (the “Phase Two Ruling”).
 
 
As to the first segment of the trial, the MDL Court ruled that BP was not grossly negligent, reckless, willful or wanton in its source control planning before the spill.  The MDL Court declined to decide whether BP was negligent in its planning because it ruled that any negligence finding would not change its fault determinations from Phase One.  The MDL Court also found that it had not been shown that BP’s misrepresentation about the flow rate from the well delayed the capping of the well or adversely affected source control, or that post-blowout source control decisions were unreasonable.
 
 
As to the second segment of the trial, the MDL Court found that four million barrels of oil discharged during the spill.  After deducting the barrels that were collected, the MDL Court found that, for purposes of calculating the maximum CWA civil penalty that may be imposed on BP and Anadarko, 3.19 million barrels of oil discharged.
 
 
Because the Phase One Ruling upheld BP’s indemnity obligation to us, the Phase Two Ruling had no adverse effect on our litigation posture.  Several parties have filed notices of appeal from the Phase Two Ruling.  Transocean has not appealed the ruling.  A briefing schedule has not yet been set for the appeal.
 
 
Pending claims—As of March 31, 2015, approximately 1,405 actions or claims were pending against us, along with other unaffiliated defendants.  These claims were originally filed in various state and federal courts, and most have been consolidated in the MDL Court.  Additionally, government agencies have initiated investigations into the Macondo well incident.  We have categorized below the nature of these claims.  We are vigorously defending all claims and pursuing any and all defenses available.
 
 
Wrongful death and personal injury claims—As of March 31, 2015, we and certain of our subsidiaries have been named, along with 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.  Nine complaints involve fatalities and 63 complaints seek recovery for bodily injuries.  Per the order of the Judicial Panel on Multidistrict Litigation, all claims but one have been centralized for discovery purposes in the MDL Court.  The complaints by our employees or representatives of our employees generally allege negligence, unseaworthiness and gross negligence and seek maintenance and cure under the Jones Act and general maritime law and are seeking awards of unspecified economic damages and punitive damages.  BP, MI-SWACO, Weatherford International Ltd. and Cameron International Corporation (“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.  See “—Contractual indemnity.”
 


- 18 -
 
 

Index
 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)

 
Economic loss and punitive damages claims—As of March 31, 2015, we and certain of our subsidiaries were named, along with other unaffiliated defendants, in 982 pending individual complaints as well as 190 putative class-action complaints that were filed in the federal and state courts in Louisiana, Texas, Mississippi, Alabama, Georgia, Kentucky, South Carolina, Tennessee, Florida and possibly other courts.  Most of these complaints have been consolidated in the MDL Court.  The complaints generally allege, among other things, economic losses as a result of environmental pollution arising out of the Macondo well incident and are based primarily on OPA, state OPA analogues, and/or general maritime law.  The plaintiffs are generally seeking awards of unspecified economic, compensatory and punitive damages, as well as injunctive relief.  No classes have been certified at this time.  Those plaintiffs who have settled their claims against BP as part of BP’s settlement with the PSC have given up their claims for compensatory damages against us, but purport to retain their claims for punitive damages (see “-Impact of BP/PSC settlement on pending claims”).
 
 
Cross-claims, counter-claims, and third party claims—Several defendants in the MDL litigation have filed cross-claims or third-party claims against us and certain of our subsidiaries.  BP filed a claim seeking contribution under OPA and maritime law and seeking subrogation, and also alleging breach of contract, unseaworthiness, negligence and gross negligence.  Through these claims, BP sought to recover from us damages it has paid or may pay arising from the Macondo well incident.  BP also sought a declaration that it is not liable in contribution, indemnification, or otherwise to us.  BP has assigned some of its claims as part of its settlement with the PSC (see “-Impact of BP/PSC settlement on pending claims”).
 
 
Certain other parties, including (a) Anadarko Petroleum Corporation (“Anadarko”), which owned a 25 percent non-operating interest in the Macondo well, (b) MOEX Offshore 2007 LLC (“MOEX”), which owned a 10 percent non-operating interest in the Macondo well, (c) Cameron, the manufacturer and designer of the blowout preventer, and (d) Halliburton, which provided cementing and mud-logging services to the operator have asserted claims seeking indemnity and contribution under various theories.  BP has reached settlements with certain parties, including Anadarko, MOEX and Cameron, in which BP has agreed to indemnify those parties for certain liabilities, including compensatory damages.
 
 
We have filed cross-claims and counter-claims against BP, Halliburton, Anadarko, MOEX, certain of these parties’ affiliates, the U.S. and certain other third parties.  We seek indemnity, contribution, including contribution under OPA, and subrogation under OPA, and have asserted claims for breach of warranty of workmanlike performance, strict liability for manufacturing and design defect, breach of express contract, and damages for the difference between the fair market value of Deepwater Horizon and the amount received from insurance proceeds.  The Consent Decree limits our ability to seek indemnification or reimbursement with respect to payments made under the Consent Decree and dismissed our claims against the U.S.  We are not pursuing arbitration on the key contractual issues with BP; instead, we are relying on the court to resolve the disputes.
 
 
Impact of BP/PSC settlement on pending claims—Before the Phase One trial, in March 2012, BP and the PSC agreed to a partial settlement related primarily to private party environmental and economic loss claims as well as response effort-related claims (the “BP/PSC Settlement”).  The BP/PSC Settlement agreement provides that (i) to the extent permitted by law, BP will assign to the settlement class certain of BP’s claims against us for damages, but the settlement class cannot recover from us on those claims unless it is finally determined that we cannot recover such amounts from BP by way of indemnity or any other theory, and (ii) the settlement class releases all claims for compensatory damages against us but purports to retain claims for punitive damages against us.  This provision of the settlement became effective on December 8, 2014, when the Supreme Court denied BP’s petition for certiorari seeking review of the trial court’s approval of the settlement.  The Phase One Ruling, however, precludes the PSC from recovering on the claims assigned by BP to the settlement class and on the purportedly reserved punitive damages claims (see “-Phase One trial”).
 
 
On December 21, 2012, the MDL Court granted final approval of the economic and property damage class settlement between BP and the PSC.  Various parties who objected to the BP/PSC Settlement appealed the MDL Court’s final approval of the BP/PSC Settlement to the Fifth Circuit, and BP later appealed rulings challenging the manner in which the settlement has been interpreted by the MDL Court.  In the appeals by BP, the Fifth Circuit ordered the MDL Court to reconsider certain rulings governing the method by which lost profits are calculated for businesses claiming economic loss, but the Fifth Circuit otherwise affirmed the district court’s interpretation of the settlement agreement.  In the appeal by objectors to the settlement, the Fifth Circuit affirmed the MDL Court’s approval of the settlement.  The Fifth Circuit subsequently denied BP’s petitions for rehearing in both appeals.  On December 8, 2014, the Supreme Court denied BP’s petition for certiorari.
 
 
Impact of Halliburton/PSC settlement on pending claims—On September 2, 2014, Halliburton and the PSC filed a proposed settlement of the PSC’s punitive damages and assigned claims against Halliburton.  The proposed agreement purports to reserve the PSC’s rights to continue pursuing assigned or punitive damages claims against us, but the MDL Court’s Phase One Ruling prevents the PSC from pursuing those claims.  The proposed agreement also prohibits the PSC from settling any assigned claims against us unless we agree to release Halliburton from any claims for contribution or indemnity for amounts paid under the settlement.  The proposed agreement does not impact Halliburton’s cross-claims and counter claims against us.  The MDL Court has not yet approved the settlement.
 

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Index
 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)

 
U.S. Department of Justice claims—On December 15, 2010, the DOJ filed a civil lawsuit against us and certain of our subsidiaries and other unaffiliated defendants.  The complaint alleged violations under OPA and the CWA.  The CWA claims for both monetary and injunctive relief have been resolved through our Consent Decree with the DOJ.  See “—Macondo well incident settlement obligations.”
 
 
The Consent Decree did not resolve the rights of the U.S. with respect to other matters, including certain liabilities under OPA for Natural Resource Damages (“NRD”) or for removal costs.  The MDL Court has held that we are not a responsible party under OPA for NRD resulting from discharge of oil from the Macondo well below the surface of the water.  If this ruling is upheld on appeal, our NRD liability as a responsible party would be limited to damages arising from any discharge on or above the surface of the water.  In the Phase One Ruling, the MDL Court also found that Transocean was the “operator” of the Macondo well and was therefore liable for removal costs under 33 U.S.C. § 2704(c)(3), a separate provision of OPA that permits government entities to recover removal costs from owners and operators of a facility or vessel from which oil discharges.  However, the MDL Court found that “Transocean’s liability to government entities for removal costs is ultimately shifted to BP by virtue of the contractual indemnity.”
 
 
In addition to the civil complaint, the DOJ served us with civil investigative demands on December 8, 2010.  These demands were part of an investigation by the DOJ to determine if we made false claims, or false statements in support of claims, in violation of the False Claims Act, in connection with the operator’s acquisition of the leasehold interest in the Mississippi Canyon Block 252, Gulf of Mexico and drilling operations on Deepwater Horizon.  The resolution with the DOJ of civil and potential criminal claims did not include potential claims arising from this False Claims Act investigation.  As part of the settlement discussions, however, we inquired whether the U.S. intends to pursue any actions under the False Claims Act as discussed below.  In response, the DOJ sent us a letter stating that the Civil Division of the DOJ, based on facts then known, was no longer pursuing, and did not have any present intention to pursue any investigation or claims, under the False Claims Act against the various Transocean entities for their involvement in the Macondo well incident.
 
 
State and other government claims—Claims have been filed against us by over 200 state, local and foreign governments, including the States of Alabama, Florida, Louisiana, Mississippi and Texas; the Mexican States of Veracruz, Quintana Roo, Tamaulipas and Yucatan; the federal government of Mexico and other local governments by and on behalf of multiple towns and parishes.  These governments generally assert claims under OPA, other statutory environmental state claims, general maritime law and various other common law claims.  A local government master complaint also was filed in the MDL Court in which cities, municipalities, and other local government entities have joined.
 
 
The MDL Court dismissed damages claims brought under state common and statutory law and subsequently dismissed civil penalty claims brought under state statutory law.  Certain Louisiana parishes appealed the dismissal of their civil penalty claims brought under Louisiana law.  The Fifth Circuit affirmed the MDL Court’s dismissal of these claims, and the Supreme Court denied certiorari.
 
 
The state, local and foreign government claims include claims under OPA for economic damages, natural resource damages and removal costs.  As noted above, the MDL Court concluded that we were an “operator” of the Macondo well for purposes of OPA.  The MDL Court, however, reiterated that “Transocean’s liability to government entities for removal costs is ultimately shifted to BP by virtue of contractual indemnity.”
 
 
The OPA claims of the Mexican States of Veracruz, Quintana Roo, Tamaulipas and Yucatan were dismissed for failure to demonstrate that recovery under OPA was authorized by treaty or executive agreement.  The MDL Court subsequently granted summary judgment on the Mexican States’ general maritime law claims on the ground that the federal government of Mexico, rather than the Mexican States, had the proprietary interest in the property and natural resources allegedly injured by the spill.  The Mexican States have appealed the grant of summary judgment on their general maritime law claims to the Fifth Circuit, and the Fifth Circuit heard arguments on October 27, 2014.  The claims of the federal government of Mexico remain pending, but under the Phase One Ruling, we are entitled to indemnity from BP for any compensatory damages caused by pollution that did not originate on or above the surface of the water.
 
 
In addition, by letter dated June 21, 2010, the Attorneys General of the 11 Atlantic Coast states of Connecticut, Delaware, Georgia, Maine, Maryland, Massachusetts, New Hampshire, New York, North Carolina, Rhode Island and South Carolina informed us that their states have not sustained any damage from the Macondo well incident but they would like assurances that we will be responsible financially if damages are sustained.  We responded to the letter from the Attorneys General and indicated that we intend to fulfill our obligations as a responsible party for any discharge of oil from Deepwater Horizon on or above the surface of the water, and we assume that the operator and other leaseholders will similarly fulfill their obligations under OPA for discharges from the undersea well.
 
 
The MDL Court has begun proceeding with respect to Alabama’s compensatory damages claims under OPA and general maritime law.  BP has moved to strike Alabama’s demand for a jury trial, and we have joined that motion along with Halliburton.  On March 31, 2015, however, the MDL Court denied the motion, ruling that Alabama is entitled to a jury trial on its OPA damages claim.
 
 
On November 14, 2014, the MDL Court approved a stipulation between us, Alabama, and BP in which the parties agreed that we would be excused from participating in the Alabama compensatory damages trial and in further pretrial proceedings related to that trial.  Pursuant to the stipulation, we agreed not to challenge in any future proceeding the amount of compensatory damages, excluding NRD, that may be determined at the trial.  The parties further agreed that the amount of damages determined at trial would fully satisfy Alabama’s compensatory damages claims under OPA and general maritime law, excluding NRD, and that certain issues, including what damages, if any, resulted from above-surface discharge, will not be determined in the Alabama compensatory damages trial.
 

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Index
 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)

Natural Resources Damages Assessment—Under OPA, designated state and federal trustees are authorized to undertake a natural resources damages assessment (“NRDA”) to assess potential natural resource injuries resulting from a discharge of oil or the substantial threat of a discharge and response activities and develop and implement a plan for restoration of injured resources, if any.  The trustees invite responsible parties to participate in and fund such efforts.  As of March 31, 2015, we have received at least 11 such requests from government agencies.  We responded to these requests and declined to participate in the funding on the grounds that we are not a responsible party for discharges from the wellhead.  The NRDA trustees are proceeding with the NRDA with funding provided by BP.
 
 
Citizen suits under environmental statutes—The Center for Biological Diversity (the “Center”), a private environmental group, sued BP, us and certain of our affiliates under multiple federal environmental statutes seeking monetary penalties and injunctive relief.  The MDL Court dismissed all of the claims, and in January 2013, the Fifth Circuit affirmed the dismissal with one exception: the Fifth Circuit remanded to the MDL Court the Center’s claim for injunctive relief, but not for penalties, based on BP and Transocean’s alleged failure to make certain reports about the constituents of oil spilled into the U.S. Gulf of Mexico as required by EPCRA.
 
 
In April 2014, BP and we moved for summary judgment and the Center moved for partial summary judgment against BP.  It did not move for partial summary judgment against us, though it purported to reserve its right to do so in the future.  The MDL Court has not indicated when it will rule on the motions.
 
 
Federal securities claims—On September 30, 2010, a proposed federal securities class action was filed in the U.S. District Court for the Southern District of New York, naming us, 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 alleged that the joint proxy statement relating to our shareholder meeting in connection with the merger with the acquired company violated Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 14a-9 promulgated thereunder and Section 20(a) of the Exchange Act.  The plaintiff claimed that the acquired company’s shareholders received inadequate consideration for their shares as a result of the alleged violations and sought compensatory and rescissory damages and attorneys’ fees on behalf of the plaintiff and the proposed class members.  In connection with this action, 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 March 11, 2014, the District Court for the Southern District of New York dismissed the claims as time-barred.  Plaintiffs appealed to the U.S. Court of Appeals for the Second Circuit and filed an opening brief on December 19, 2014.  On February 17, 2015, defendants filed their brief in opposition.  On March 3, 2015, plaintiffs filed their reply brief.  Oral argument has not yet been scheduled.
 
 
Wreck removal—By letter dated December 6, 2010, the U.S. Coast Guard requested that we formulate and submit a comprehensive oil removal plan to remove any diesel fuel that can be recovered from Deepwater Horizon. We have conducted a survey of the rig wreckage and have confirmed that no diesel fuel remains on the rig.  The U.S. Coast Guard has not requested that we remove the rig wreckage from the sea floor.  In February 2013, the U.S. Coast Guard submitted a request seeking analysis and recommendations as to the potential life of the rig’s riser and cofferdam, which are resting on the seafloor and potential remediation or removal options.  We have insurance coverage for wreck removal for up to 25 percent of Deepwater Horizon’s insured value, or $140 million, with any excess wreck removal liability generally covered to the extent of our remaining excess liability limits.
 
 
Insurance coverage—At the time of the Macondo well incident, our excess liability insurance program offered aggregate insurance coverage of $950 million, excluding a $15 million deductible and a $50 million self-insured layer through our wholly owned captive insurance subsidiary.  This excess liability insurance coverage consisted of a first and a second layer of $150 million each, a third and fourth layer of $200 million each and a fifth layer of $250 million.  The first four excess layers have similar coverage and contractual terms, while the $250 million fifth layer is on a different policy form, which varies to some extent from the underlying coverage and contractual terms.  Generally, we believe that the policy forms for all layers include coverage for personal injury and fatality claims, subject to reasonableness determinations, of our crew and vendors, for which indemnity agreements are in place as to the latter, actual and compensatory damages, punitive damages and related legal defense costs.  The policy forms for the first four excess layers provide coverage for fines; however, we do not expect payments deemed to be criminal in nature to be covered by any of the layers.
 
 
In May 2010, we received notice from BP claiming an entitlement to unlimited additional insured status under our excess liability insurance program.  Our insurers have also received notices from Anadarko and MOEX advising of their intent to preserve any rights they may have to our insurance policies as an additional insured under the drilling contract.  In response, our wholly owned captive insurance subsidiary and our first four excess layer insurers filed declaratory judgment actions in the Houston Division of the U.S. District Court for the Southern District of Texas in May 2010 seeking a declaration that they have limited additional insured obligations to BP.  We are parties to the declaratory judgment actions, which were transferred to the MDL Court for discovery and other purposes.  On November 15, 2011, the MDL Court ruled that BP’s coverage rights are limited to the scope of our indemnification of BP in the drilling contract.  A final judgment was entered against BP, Anadarko and MOEX, and BP appealed.  On March 1, 2013, the Fifth Circuit issued an opinion reversing the decision of the MDL Court, and holding that BP is an unrestricted additional insured under the policies issued by our wholly owned captive insurance company and the first four excess layer insurers.  We and the insurers filed petitions for rehearing with the Fifth Circuit.  On August 29, 2013, the Fifth Circuit withdrew the March 1, 2013 opinion and certified certain insurance law questions to the Texas Supreme Court.  The Texas Supreme Court accepted certification of these questions, and the oral argument was held on September 16, 2014.  On February 13, 2015, the Texas Supreme Court issued its answer to one of the Fifth Circuit’s questions by determining that BP is not entitled to coverage under certain of our insurance policies for damages arising from subsurface pollution because BP assumed, and we did not assume, liability for such claims.  BP is seeking rehearing by the Texas Supreme Court.
 

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Index
 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)

We believe that additional insured coverage for BP, Anadarko or MOEX under the $250 million fifth layer of our insurance program is limited to the scope of our indemnification of BP under the drilling contract.  While we cannot predict the outcome of any subsequent proceedings in the Texas Supreme Court or the Fifth Circuit, we do not expect them to have a material adverse effect on our consolidated statement of financial position, results of operations or cash flows.
 
 
On June 17, 2011 and July 31, 2012, our first layer and second layer of excess insurers, respectively, each representing $150 million of insurance coverage, filed interpleader actions.  On February 14, 2013, the third and fourth layers, each representing $200 million of insurance coverage, filed interpleader actions substantially similar to those of the first and second layers.  The insurers contend that they face multiple, and potentially competing, claims to the relevant insurance proceeds.  In these actions, the insurers effectively ask the court to manage disbursement of the funds to the alleged claimants, as appropriate, and discharge the insurers of any additional liability.  The parties to the first and second excess insurer interpleader actions have executed protocol agreements to facilitate the reimbursement and funding of settlements of personal injury and fatality claims of our crew and vendors (collectively, “crew claims”) using insurance funds and claims were submitted to the court for review.  Following the court’s determination and approval of the amounts to be paid by the insurers with respect to the crew claims submitted by the parties, the first layer of excess insurers made reimbursement payments to the parties for crew claims during the years ended December 31, 2013 and 2014.  Additional claims may be submitted to the court for a determination and approval of the amounts insurers owe.  Parties to the third and fourth excess insurer interpleader actions have agreed to adjourn the deadline for responses to the pleadings to an unspecified date that will follow a decision in another action that pertains to our insurance.
 
 
Contractual indemnity—Under our drilling contract for Deepwater Horizon, BP has agreed, among other things, to assume responsibility for and defend, release and indemnify us from any loss, expense, claim, fine, penalty or liability for pollution or contamination, including control and removal thereof, arising out of or connected with operations under the contract other than those for pollution or contamination originating on or above the surface of the water from hydrocarbons or other specified substances within our control and possession, as to which we agreed to assume responsibility and protect, release and indemnify BP.  Although we do not believe it is applicable to the Macondo well incident, we also agreed to indemnify and defend BP up to a limit of $15 million for claims for loss or damage to third parties arising from pollution caused by the rig while it is off the drilling location, while the rig is underway or during drive off or drift off of the rig from the drilling location.  BP has also agreed, among other things, (i) to defend, release and indemnify us against loss or damage to the reservoir, and loss of property rights to oil, gas and minerals below the surface of the earth and (ii) to defend, release and indemnify us and bear the cost of bringing the well under control in the event of a blowout or other loss of control.  We agreed to defend, release and indemnify BP for personal injury and death of our employees and the employees of our contractors while BP agreed to defend, release and indemnify us for personal injury and death of its employees and the employees of its contractors, other than us.  We also agreed to defend, release and indemnify BP for damages to the rig and equipment, including salvage or removal costs.
 
 
BP has sought to avoid its indemnification obligations.  On January 26, 2012, the MDL Court ruled that the drilling contract requires BP to indemnify us for compensatory damages sought by third parties related to pollution that did not originate from the rig on or above the surface of the water, regardless of whether the claim is the result of our strict liability, negligence, or gross negligence.  The MDL Court ruled that BP had a contractual duty to defend us, but that the duty to defend only required BP to reimburse our defense costs after there is a judicial determination on the merits.  The MDL Court did not rule on the scope of BP’s duty to defend, although it did rule that BP is not obligated to pay the attorneys’ fees incurred by us in proving our right to indemnification.  The MDL Court also held that BP does not owe us indemnity for civil penalties under the CWA or punitive damages.  We subsequently agreed, as part of our Consent Decree not to seek indemnity or reimbursement of our CWA civil penalty payments from BP or the other non-insurer defendants named in the complaint by the U.S.
 
 
The MDL Court’s 2012 order deferred ruling on BP’s argument that we committed a core breach of the drilling contract or otherwise materially increased BP’s risk or prejudiced its rights so as to vitiate BP’s indemnity obligations.  In the Phase One Ruling, however, the MDL Court found we were not grossly negligent and otherwise upheld the indemnities, implicitly finding no core breach of contract occurred.  The impact of this ruling is that BP is obligated to indemnify us as provided for in the contract and that we are entitled to recover certain of our attorneys’ fees from BP as a result of its contractual duty to defend us.
 
 
The MDL Court has not ruled on the issue of whether contractual indemnity for criminal fines and penalties is enforceable, but the law generally considers contractual indemnity for criminal fines and penalties to be against public policy.
 
 
In the Phase One Ruling, the MDL Court noted that a finding of gross negligence against us would have invalidated BP’s release, in the drilling contract of its direct claims against us.  As a result of the MDL Court’s finding of simple negligence as to us, however, the MDL Court ruled that BP’s release of its claims against us is valid and enforceable.  Accordingly, the PSC is precluded from pursuing BP’s direct claims against us that were assigned to the PSC as part of the BP/PSC Settlement.  This ruling and the MDL Court’s other rulings regarding indemnity may be challenged in the pending appeals from the Phase One Ruling.
 

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Index
 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)

Other 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.  The complaints generally allege that the defendants used or manufactured asbestos containing drilling mud additives for use 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.  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.  The plaintiffs generally seek awards of unspecified compensatory and punitive damages, but the court-appointed special master has ruled that a Jones Act employer defendant, such as us, cannot be sued for punitive damages.  After ten years of litigation, this group of cases has been winnowed to the point where now only 15 plaintiffs’ individual claims remain pending in Mississippi in which we have or may have an interest.
 
 
During the year ended December 31, 2014, a group of lawsuits premised on the same allegations as those in Mississippi were filed in Louisiana.  As of March 31, 2015, eight plaintiffs have claims pending against one or more of our subsidiaries in four different lawsuits filed in Louisiana.
 
 
We intend to defend these lawsuits vigorously, although we can provide no assurance as to the 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 was 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, with its insurers and, either directly or indirectly through a qualified settlement fund.  The subsidiary has been named as a defendant, along with numerous other companies, in lawsuits alleging bodily injury or personal injury as a result of exposure to asbestos.  As of March 31, 2015, the subsidiary was a defendant in approximately 693 lawsuits, some of which include multiple plaintiffs, and we estimate that there are approximately 945 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 the subsidiary in 1990.  Through March 31, 2015, the costs incurred to resolve claims, including both defense fees and expenses and settlement costs, have not been material, all known deductibles have been satisfied or are inapplicable, and the subsidiary’s defense fees and expenses and settlement costs have been met by insurance made available to the subsidiary.  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 $1.0 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 funding directly or indirectly from settlements and claims payments from insurers, assigned rights from insurers and coverage-in-place settlement agreements with insurers to respond to these claims.  While we cannot predict or provide assurance as to the outcome of these matters, we do not believe that the ultimate liability, if any, arising from these claims will have a material impact on our consolidated statement of financial position, results of operations or cash flows.
 
 
Rio de Janeiro tax assessment—In the third quarter of 2006, we received tax assessments of BRL 428 million, equivalent to approximately $134 million, including interest and penalties, 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 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.
 
 
Brazilian import license assessment—In the fourth quarter of 2010, we received an assessment from the Brazilian federal tax authorities in Rio de Janeiro of BRL 539 million, equivalent to approximately $169 million, including interest and penalties, based upon the alleged failure to timely apply for import licenses for certain equipment and for allegedly providing improper information on import license applications.  We believe that a substantial majority of the assessment is without merit and are vigorously pursuing legal remedies.  The case was decided partially in favor of our Brazilian subsidiary in the lower administrative court level.  The decision cancelled the majority of the assessment, reducing the total assessment to BRL 36 million, equivalent to approximately $11 million.  On July 14, 2011, we filed an appeal to eliminate the assessment.  On May 23, 2013, a ruling was issued that eliminated all assessment amounts.  A further appeal by the taxing authorities was filed in November 2014.  While we cannot predict or provide assurance as to the 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.
 

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Index
 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)

Petrobras withholding taxes—In July 2014, we received letters from Petróleo Brasileiro S.A. (“Petrobras”) informing us that the Brazilian Federal Revenue Service (the “RFB”) is assessing Petrobras for withholding taxes presumably due and unpaid on payments made in 2008 and 2009 to beneficiaries domiciled outside of Brazil in connection with the charter agreements related to work performed by its contractors, including us.  Petrobras contracts include a structure for chartering vessels owned by entities not domiciled in Brazil.  Petrobras is challenging such tax assessment and has indicated that, if it loses the tax dispute, it will seek to recover from its contractors, including us, any taxes, penalties, interest and fees that Petrobras is being requested to pay.  Petrobras has informed us that it has received from the RFB notices of deficiencies for BRL 283 million, equivalent to approximately $89 million, excluding penalties, interest and fees, related to work performed by us.  We have informed Petrobras that we believe it has no basis for seeking reimbursement from us, and we intend to vigorously challenge any assertions to the contrary.  Effective January 1, 2015, the Brazilian Government enacted a new law that expressly applies zero rate withholding to charter payments made in connection with a vessel to a beneficiary domiciled outside of Brazil when the agreement is entered into jointly with a services contract to operate the vessel.  All of our charter contracts with Petrobras met the criteria for such withholding.  While the law and ruling are not retroactive, such rulings strengthen Petrobras’ argument for challenging the tax assessment.  An unfavorable outcome on these matters could result in a material adverse effect on our consolidated statement of financial position, results of operations or cash flows.
 
 
Nigerian Cabotage Act litigation—In October 2007, three of our subsidiaries were each served a Notice and Demand from the Nigeria Maritime Administration and Safety Agency, imposing a two percent surcharge on the value of all contracts performed by us in Nigeria pursuant to the Coastal and Inland Shipping (Cabotage) Act 2003 (the “Cabotage Act”).  Our subsidiaries each filed an originating summons in the Federal High Court in Lagos challenging the imposition of this surcharge on the basis that the Cabotage Act and associated levy is not applicable to drilling rigs.  The respondents challenged the competence of the suits on several procedural grounds.  The court upheld the objections and dismissed the suits.  In December 2010, our subsidiaries filed a new joint Cabotage Act suit.  While we cannot predict or provide assurance as to the 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.
 
 
Other matters—We are involved in various tax matters, various regulatory matters, and a number of claims and lawsuits, asserted and unasserted, 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, threatened, or possible litigation or liability.  We can provide no assurance that our beliefs or expectations as to the outcome or effect of any tax, regulatory, lawsuit or other litigation matter will prove correct and the eventual outcome of these matters could materially differ from management’s current estimates.
 
 
Other environmental matters
 
 
Hazardous waste disposal sites—We have certain potential liabilities under 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 EPA and the 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.
 
 
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 (a) the actual responsibility attributed to us and the other PRPs at the site, (b) appropriate investigatory or remedial actions and (c) 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 (i) the volume and nature of material, if any, contributed to the site for which we are responsible, (ii) the number of other PRPs and their financial viability and (iii) the remediation methods and technology to be used.
 

- 24 -
 
 

Index
 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)

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 consolidated statement of financial position or results of operations.
 
 
Retained risk
 
 
Overview—Our hull and machinery and excess liability insurance program is comprised of commercial market and captive insurance policies that we renew annually on May 1.  We periodically evaluate our insurance limits and self-insured retentions.  At March 31, 2015, the insured value of our drilling rig fleet was approximately $27.6 billion, excluding our rigs under construction.  We generally do not carry commercial market insurance coverage for loss of revenues or for losses resulting from physical damage to our fleet caused by named windstorms in the U.S. Gulf of Mexico, including liability for wreck removal costs.
 
 
Hull and machinery coverage—At March 31, 2015, under the hull and machinery program, we generally maintained a $125 million per occurrence deductible, limited to a maximum of $200 million per policy period.  Subject to the same shared deductible, we also had coverage for an amount equal to 50 percent of a rig’s insured value for combined costs incurred to mitigate rig damage, wreck or debris removal and collision liability.  Any excess wreck or debris removal costs and excess collision liability costs are generally covered to the extent of our remaining excess liability coverage.
 
 
Excess liability coverage—At March 31, 2015, we carried excess liability coverage of $700 million in the commercial market excluding the deductibles and self-insured retention noted below, which generally covers offshore risks such as personal injury, third-party property claims, and third-party non-crew claims, including wreck removal and pollution.  Our excess liability coverage had separate $10 million per occurrence deductibles on collision liability claims and $5 million per occurrence deductibles on crew personal injury claims and on other third-party non-crew claims.  Through our wholly owned captive insurance company, we retained the risk of the primary $50 million excess liability coverage.  In addition, we generally retained the risk for any liability losses in excess of $750 million.
 
 
Other insurance coverage—At March 31, 2015, we also carried $100 million of additional insurance that generally covers expenses that would otherwise be assumed by the well owner, such as costs to control the well, redrill expenses and pollution from the well.  This additional insurance provides coverage for such expenses in circumstances in which we have legal or contractual liability arising from our gross negligence or willful misconduct.
 
 
Letters of credit and surety bonds
 
 
At March 31, 2015 and December 31, 2014, we had outstanding letters of credit totaling $305 million and $338 million, respectively, issued under various committed and uncommitted credit lines provided by several banks to guarantee various contract bidding, performance activities and customs obligations, including letters of credit totaling $79 million and $91 million, respectively, that we agreed to maintain in support of the operations for Shelf Drilling (see Note 7—Discontinued Operations).
 
 
As is customary in the contract drilling business, we also have various surety bonds in place that secure customs obligations relating to the importation of our rigs and certain performance and other obligations.  At March 31, 2015 and December 31, 2014, we had outstanding surety bonds totaling $6 million.
 

- 25 -
 
 

Index
 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)

 
Note 14—Shareholders’ Equity
 
 
Distributions of qualifying additional paid-in capital—On February 15, 2015, our board of directors announced its recommendation that our shareholders at the 2015 annual general meeting approve a distribution of qualifying additional paid-in capital in the form of a U.S. dollar denominated dividend of $0.60 per outstanding share, payable in four quarterly installments of $0.15 per outstanding share, subject to certain limitations.  If approved, we expect that the dividend installments will be paid in June 2015, September 2015, December 2015 and March 2016.
 
 
In May 2014, at our annual general meeting, our shareholders approved the distribution of qualifying additional paid-in capital in the form of a U.S. dollar denominated dividend of $3.00 per outstanding share, payable in four quarterly installments of $0.75 per outstanding share, subject to certain limitations.  At December 31, 2014, the aggregate carrying amount of the distribution payable was $272 million.  On March 18, 2015, we paid the final installment in the aggregate amount of $272 million to shareholders of record as of February 20, 2015.
 
 
In May 2013, at our annual general meeting, our shareholders approved the distribution of qualifying additional paid-in capital in the form of a U.S. dollar denominated dividend of $2.24 per outstanding share, payable in four quarterly installments of $0.56 per outstanding share, subject to certain limitations.  On March 19, 2014, we paid the final installment in the aggregate amount of $202 million to shareholders of record as of February 21, 2014.
 
 
Shares held by subsidiary—One of our subsidiaries holds our shares for future use to satisfy our obligations to deliver shares in connection with awards granted under our incentive plans or other rights to acquire our shares.  At March 31, 2015 and December 31, 2014, our subsidiary held 7.6 million shares and 8.7 million shares, respectively.
 
 
Accumulated other comprehensive loss—The changes in accumulated other comprehensive loss, presented net of tax, were as follows (in millions):
 
   
Three months ended March 31, 2015
   
Three months ended March 31, 2014
 
   
Defined benefit pension plans
   
Derivative instruments
   
Total
   
Defined benefit pension plans
   
Derivative instruments
   
Total
 
Balance, beginning of period
 
$
(404
)
 
$
   
$
(404
)
 
$
(264
)
 
$
2
   
$
(262
)
Other comprehensive loss before reclassifications
   
(11
)
   
     
(11
)
   
(5
)
   
     
(5
)
Reclassifications to net income
   
1
     
     
1
     
6
     
(2
)
   
4
 
Other comprehensive income (loss), net
   
(10
)
   
     
(10
)
   
1
     
(2
)
   
(1
)
Balance, end of period
 
$
(414
)
 
$
   
$
(414
)
 
$
(263
)
 
$
   
$
(263
)
 

 
 
Significant reclassifications from accumulated other comprehensive income to net income included the following (in millions):
 
           
Three months ended
March 31,
 
   
Statement of operations classification
     
2015
   
2014
 
Defined benefit pension plans
                       
Actuarial losses
         
$
5
   
$
6
 
Total amortization, before income taxes
 
Net periodic benefit costs (a)
       
5
     
6
 
Income tax benefit
 
Income tax expense
       
(4
)
   
 
Total amortization, net of income taxes
         
$
1
   
$
6
 
_____________________________
(a)
We recognize the amortization of accumulated other comprehensive income components related to defined benefit pension plans in net periodic benefit costs.  In the three months ended March 31, 2015, our net periodic benefit costs included $4 million and $1 million, recorded in operating and maintenance costs and general and administrative costs, respectively.  In the three months ended March 31, 2014, our net periodic benefit costs included $4 million and $2 million, recorded in operating and maintenance costs and general and administrative costs, respectively.  See Note 12—Postemployment Benefit Plans.
 
 

 
 
Note 15—Noncontrolling interest
 
 
In the three months ended March 31, 2015, Transocean Partners declared and paid an aggregate distribution of $25 million to its unitholders of record as of February 20, 2015, of which $18 million was paid to us and was eliminated in consolidation.
 

- 26 -
 
 

Index
 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)

 
Note 16—Financial Instruments
 
 
The carrying amounts and fair values of our financial instruments were as follows (in millions):
 
 
March 31, 2015
   
December 31, 2014
 
 
Carrying
amount
   
Fair
value
   
Carrying
amount
   
Fair
value
 
Cash and cash equivalents
$
2,682
   
$
2,682
   
$
2,635
   
$
2,635
 
Notes and other loans receivable
 
15
     
15
     
15
     
15
 
Restricted cash investments
 
296
     
309
     
377
     
394
 
Long-term debt, including current maturities
 
10,020
     
8,834
     
10,092
     
9,778
 
Derivative instruments, assets
 
33
     
33
     
15
     
15
 
 

 
 
We estimated the fair value of each class of financial instruments, for which estimating fair value is practicable, by applying the following methods and assumptions:
 
 
Cash and cash equivalents—The carrying amount of cash and cash equivalents represents the historical cost, plus accrued interest, which approximates fair value because of the short maturities of those instruments.  We measured the estimated fair value of our cash equivalents using significant other observable inputs, representative of a Level 2 fair value measurement, including the net asset values of the investments.  At March 31, 2015 and December 31, 2014, the aggregate carrying amount of our cash equivalents was $1.8 billion and $1.7 billion, respectively.
 
 
Notes and other loans receivable—We hold certain notes and other loans receivable, which originated in connection with certain asset dispositions and supplier advances.  The carrying amount represents the amortized cost of our investments.   We measured the estimated fair value using significant unobservable inputs, representative of a Level 3 fair value measurement, including the credit ratings of the borrowers.  At March 31, 2015 and December 31, 2014, the aggregate carrying amount of our notes receivable and other loans receivable was $15 million, recorded in other assets.
 
 
Restricted cash investments—The carrying amount of the Eksportfinans Restricted Cash Investments represents the amortized cost of our investment.  We measured the estimated fair value of the Eksportfinans Restricted Cash Investments using significant other observable inputs, representative of a Level 2 fair value measurement, including the terms and credit spreads of the instruments.  At March 31, 2015 and December 31, 2014, the aggregate carrying amount of the Eksportfinans Restricted Cash Investments was $288 million and $369 million, respectively.  At March 31, 2015 and December 31, 2014, the estimated fair value of the Eksportfinans Restricted Cash Investments was $301 million and $386 million, respectively.
 
 
The carrying amount of the restricted cash investments for certain contingent obligations approximates fair value due to the short term nature of the instruments in which the restricted cash investments are held.  At March 31, 2015 and December 31, 2014, the aggregate carrying amount of the restricted cash investments for certain contingent obligations was $8 million, recorded in other current liabilities.
 
 
Debt—We measured the estimated fair value of our fixed-rate debt using significant other observable inputs, representative of a Level 2 fair value measurement, including the terms and credit spreads for the instruments.  At March 31, 2015 and December 31, 2014, the aggregate carrying amount of our fixed-rate debt was $10.0 billion and $10.1 billion, respectively.  At March 31, 2015 and December 31, 2014, the aggregate estimated fair value of our fixed-rate debt was $8.8 billion and $9.8 billion, respectively.
 
 
Derivative instruments—The carrying amount of our derivative instruments represents the estimated fair value.  We measured the estimated fair value using significant other observable inputs, representative of a Level 2 fair value measurement, including the interest rates and terms of the instruments.
 
 
Note 17—Condensed Consolidating Financial Information
 
 
Transocean Inc., a wholly owned subsidiary of Transocean Ltd., is the issuer of certain notes and debentures, which have been guaranteed by Transocean Ltd.  Transocean Ltd.’s guarantee of debt securities of Transocean Inc. is full and unconditional.  Transocean Ltd. is not subject to any significant restrictions on its ability to obtain funds by dividends, loans or return of capital distributions from its consolidated subsidiaries.
 
 
The following tables present condensed consolidating financial information for (a) Transocean Ltd. (the “Parent Guarantor”), (b) Transocean Inc. (the “Subsidiary Issuer”), and (c) the other direct and indirect wholly owned and partially owned subsidiaries of the Parent Guarantor, none of which guarantee any indebtedness of the Subsidiary Issuer (the “Other Subsidiaries”).  The condensed consolidating financial information may not necessarily be indicative of the results of operations, financial position or cash flows had the subsidiaries operated as independent entities.
 

- 27 -
 
 

Index
 
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—continued
(Unaudited)

 
The following tables include the consolidating adjustments necessary to present the condensed financial statements on a consolidated basis (in millions):
 
   
Three months ended March 31, 2015
 
   
Parent
Guarantor
   
Subsidiary
Issuer
   
Other
Subsidiaries
   
Consolidating
adjustments
   
Consolidated
 
Operating revenues
 
$
   
$
   
$
2,043
   
$
   
$
2,043
 
Cost and expenses
   
4
     
2
     
1,415
     
     
1,421
 
Loss on impairment
   
     
     
(936
)
   
     
(936
)
Loss on disposal of assets, net
   
     
     
(7
)
   
     
(7
)
Operating loss
   
(4
)
   
(2
)
   
(315
)
   
     
(321
)
                                         
Other income (expense), net
                                       
Interest income (expense), net
   
     
(161
)
   
51
     
     
(110
)
Equity in earnings
   
(479
)
   
(268
)
   
     
747
     
 
Other, net
   
     
39
     
8
     
     
47
 
     
(479
)
   
(390
)
   
59
     
747
     
(63
)
Loss from continuing operations before income tax expense
   
(483
)
   
(392
)
   
(256
)
   
747
     
(384
)
Income tax expense
   
     
     
83
     
     
83
 
Loss from continuing operations
   
(483
)
   
(392
)
   
(339
)
   
747
     
(467
)
Gain (loss) from discontinued operations, net of tax
   
     
1
     
(3
)
   
     
(2
)