Attached files
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EX-99.1 - EX-99.1 - Transocean Ltd. | rig-20180221ex9912ba08d.htm |
8-K - 8-K - Transocean Ltd. | rig-20180221x8k.htm |
Exhibit 99.2
TRANSOCEAN LTD.
STATUTORY FINANCIAL STATEMENTS
For the years ended December 31, 2017 and 2016
THIS PAGE INTENTIONALLY LEFT BLANK
To the General Meeting of |
Transocean Ltd., Steinhausen |
Zurich, February 21, 2018 |
Report of the statutory auditor on the financial statements
As statutory auditor, we have audited the financial statements of Transocean Ltd., which comprise the statement of operations, balance sheet and notes (pages SR-3 to SR-11), for the year ended December 31, 2017. |
Board of Directors’ Responsibility
The Board of Directors is responsible for the preparation of the financial statements in accordance with the requirements of Swiss law and the company’s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. |
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. |
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. |
Opinion
In our opinion, the financial statements for the year ended December 31, 2017 comply with Swiss law and the company’s articles of incorporation. |
Report on Key Audit Matters based on the circular 1/2015 of the Federal Audit Oversight Authority
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. For the matter below, our description of how our audit addressed the matter is provided in that context. |
We have fulfilled the responsibilities described in the Auditor’s responsibilities section of our report, including in relation to this matter. Accordingly, our audit included the performance of procedures designed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our audit procedures, including the procedures performed to address the matter below, provide the basis for our audit opinion on the accompanying financial statements. |
SR-1
Impairment assessment of investments in subsidiaries |
|
Area of emphasis |
Transocean Ltd. evaluates its investments in subsidiaries for impairment annually and records an impairment loss when the carrying amount of such assets exceeds the recoverable amount. The assessment of the existence of any indicators of impairment of the carrying amount of investments in subsidiaries is judgmental. In the event that indicators of impairment are identified, the assessment of the recoverable amounts is also judgmental and requires estimation and the use of subjective assumptions. Transocean Ltd. measures the recoverable amount of its investments in subsidiaries by applying a variety of valuation methods, incorporating a combination of income and market approaches and using projected discounted cash flows. The primary risks are identifying impairment indicators, inaccurate models being used for the impairment assessment, and that the assumptions to support the value of the investments are inappropriate. The principal consideration for our determination that the impairment assessment of investments in subsidiaries is a key audit matter is the subjectivity in the assessment of the recoverable amounts which requires estimation and the use of subjective assumptions. See note 3 to these financial statements for Transocean Ltd.’s disclosures related to investment in subsidiaries. |
Our audit response |
Our audit procedures related to the key audit matter of the impairment assessment of investments in subsidiaries included the following procedures: We performed inquiries of management about the current market conditions supporting the evaluation of potential impairment indicators, tested the key assumptions used, and performed procedures on Transocean Ltd.’s prospective financial information. We involved valuation specialists to assist in the evaluation of management’s valuation models and impairment analyses, specifically in testing key assumptions and prospective financial information. We performed procedures to assess the valuation models for evidence of management bias considering contrary evidence from third party analyst reports and press releases. |
Report on other legal requirements
We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence. |
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists, which has been designed for the preparation of financial statements according to the instructions of the Board of Directors. |
We recommend that the financial statements submitted to you be approved. |
/s/ Jennifer Mathias |
||
Jennifer Mathias |
||
Certified public accountant |
||
SR-2
TRANSOCEAN LTD.
STATEMENTS OF OPERATIONS
(In thousands)
|
|
Years ended December 31, |
||||||
|
|
2017 |
|
2016 |
||||
Income |
|
|
|
|
|
|||
Guarantee fee income |
|
chf |
1,401 |
|
|
chf |
1,495 |
|
Financial income |
|
|
5 |
|
|
|
27 |
|
Total income |
|
|
1,406 |
|
|
|
1,522 |
|
|
|
|
|
|
|
|
|
|
Costs and expenses |
|
|
|
|
|
|
|
|
General and administrative |
|
|
28,408 |
|
|
|
47,979 |
|
Depreciation |
|
|
27 |
|
|
|
24 |
|
(Gain) loss on currency exchange |
|
|
(327 |
) |
|
|
8,149 |
|
Financial expense |
|
|
929 |
|
|
|
8,167 |
|
Total costs and expenses |
|
|
29,037 |
|
|
|
64,319 |
|
|
|
|
|
|
|
|
|
|
Loss on impairment |
|
|
(440,372 |
) |
|
|
— |
|
Loss on sale of subsidiary |
|
|
— |
|
|
|
(1,242 |
) |
Direct taxes |
|
|
1 |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
Net loss for the period |
|
chf |
(468,002 |
) |
|
chf |
(64,039 |
) |
See accompanying notes.
SR-3
TRANSOCEAN LTD.
BALANCE SHEETS
(in thousands)
|
|
December 31, |
|
|||||
|
|
2017 |
|
2016 |
|
|||
Assets |
|
|
|
|
|
|
||
Cash |
|
chf |
3,455 |
|
|
chf |
16,793 |
|
Receivables from subsidiaries |
|
|
6,416 |
|
|
|
8,576 |
|
Other current assets |
|
|
6,818 |
|
|
|
881 |
|
Total current assets |
|
|
16,689 |
|
|
|
26,250 |
|
|
|
|
|
|
|
|
|
|
Investment in subsidiaries |
|
|
6,114,795 |
|
|
|
6,555,167 |
|
|
|
|
|
|
|
|
|
|
Property and equipment |
|
|
1,382 |
|
|
|
1,446 |
|
Less accumulated depreciation |
|
|
1,353 |
|
|
|
1,389 |
|
Property and equipment, net |
|
|
29 |
|
|
|
57 |
|
|
|
|
|
|
|
|
|
|
Other non-current assets |
|
|
1,436 |
|
|
|
100 |
|
Total non-current assets |
|
|
6,116,260 |
|
|
|
6,555,324 |
|
Total assets |
|
chf |
6,132,949 |
|
|
chf |
6,581,574 |
|
|
|
|
|
|
|
|
|
|
Liabilities and shareholders’ equity |
|
|
|
|
|
|
|
|
Accounts payable to subsidiaries |
|
chf |
25,449 |
|
|
chf |
32,104 |
|
Interest payable to subsidiaries |
|
|
309 |
|
|
|
1,572 |
|
Other current liabilities |
|
|
5,107 |
|
|
|
21,628 |
|
Total current liabilities |
|
|
30,865 |
|
|
|
55,304 |
|
|
|
|
|
|
|
|
|
|
Long‑term interest bearing note payable to subsidiary |
|
|
52,157 |
|
|
|
7,344 |
|
Other non‑current liabilities |
|
|
— |
|
|
|
997 |
|
Total non‑current liabilities |
|
|
52,157 |
|
|
|
8,341 |
|
|
|
|
|
|
|
|
|
|
Share capital |
|
|
39,480 |
|
|
|
39,480 |
|
Statutory capital reserves from capital contribution |
|
|
11,403,842 |
|
|
|
11,403,893 |
|
Statutory capital reserve from capital contribution for shares held by subsidiaries |
|
|
71,639 |
|
|
|
71,588 |
|
Accumulated loss |
|
|
|
|
|
|
|
|
Accumulated loss brought forward from previous years |
|
|
(4,997,032 |
) |
|
|
(4,932,993 |
) |
Net loss for the period |
|
|
(468,002 |
) |
|
|
(64,039 |
) |
Total shareholders’ equity |
|
|
6,049,927 |
|
|
|
6,517,929 |
|
Total liabilities and shareholders’ equity |
|
chf |
6,132,949 |
|
|
chf |
6,581,574 |
|
See accompanying notes.
SR-4
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS
Note 1—General
Transocean Ltd. (the “Company”, “we”, “us”, or “our”) is the parent company of Transocean Inc., Transocean Management Ltd., and Transocean Management Services GmbH., our wholly owned subsidiaries. Transocean Ltd. is registered with the commercial register in the canton of Zug, and its shares are listed on the New York Stock Exchange. At December 31, 2017 and 2016, we had less than 10 full‑time employees.
Note 2—Significant Accounting Policies
Presentation—We have prepared our unconsolidated statutory financial statements in accordance with the accounting principles as set out in Art. 957 to Art. 963b, of the Swiss Code of Obligations (the “CO”). Since we have prepared our consolidated financial statements in accordance with U.S. generally accepted accounting standards, a recognized accounting standard, we have, in accordance with the CO, elected to forego presenting the statement of cash flows, the additional disclosures and the management report otherwise required by the CO. Our financial statements may be influenced by the creation and release of excess reserves.
Currency—We maintain our accounting records in U.S. dollars and translate them into Swiss francs for statutory reporting purposes. We translate into Swiss francs our assets and liabilities that are denominated in non-Swiss currencies using the year‑end currency exchange rates, except prior‑year transactions for our investments in subsidiaries and our shareholders’ equity, which are translated at historical exchange rates. We translate into Swiss francs our income statement transactions that are denominated in non-Swiss currencies using the average currency exchange rates for the year.
Our principal exchange rates were as follows:
Average exchange rates |
Exchange rates |
|||||||||||||||
2017 |
2016 |
2017 |
2016 |
|||||||||||||
CHF / USD |
0.99 | 0.98 | 0.97 | 1.02 | ||||||||||||
CHF / GBP |
1.26 | 1.35 | 1.31 | 1.26 | ||||||||||||
CHF / NOK |
0.12 | 0.12 | 0.12 | 0.12 |
We recognize realized currency exchange and translation gains and losses arising from business transactions and net unrealized currency exchange and translation losses in current period earnings. We defer net unrealized currency exchange and translation gains and record such deferred gains in other current liabilities.
Cash—We hold cash balances, denominated in Swiss francs and U.S. dollars, which include cash deposited in demand bank accounts, money market investment accounts and other liquid investments and interest earned on such cash balances.
Current assets and liabilities—We record current assets at historical cost less adjustments for impairment of value and current liabilities at historical cost.
Investments in subsidiaries—We record our investments in subsidiaries at acquisition cost less adjustments for impairment of value. We evaluate our investments in subsidiaries for impairment annually and record an impairment loss when the carrying amount of such assets exceeds the fair value. We estimate fair value of our investments using a variety of valuation methods, including the income and market approaches. Our estimates of fair value represent a price that would be received to sell the asset in an orderly transaction between market participants in the principal market for the asset.
Own shares—We recognize own shares at acquisition cost, which we present as a deduction from shareholders’ equity at the time of acquisition. For own shares held by subsidiaries, we build a reserve for shares in equity at the respective acquisition costs.
Related parties—In the meaning of the CO, we consider related parties to be only shareholders, direct and indirect subsidiaries, and the board of directors.
SR-5
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS—continued
Note 3—Investment in Subsidiaries
Direct Investments—Our direct investments in subsidiaries were as follows (in thousands, except percentages and share capital):
Company name |
Purpose |
Domicile |
Ownership and voting interest |
Share |
Carrying amount as of December 31, |
||||||||||||
2017 |
2016 |
||||||||||||||||
Transocean Inc. |
Holding |
Cayman Islands |
100 |
% |
usd |
0.01 |
chf |
6,114,687 |
chf |
6,555,059 | |||||||
Transocean Management Ltd. |
Management and administration |
Switzerland |
90 |
% |
chf |
100.00 |
chf |
90 |
chf |
90 | |||||||
Transocean Management Services GmbH |
Management and administration |
Switzerland |
90 |
% |
chf |
20.00 |
chf |
18 |
chf |
18 |
On May 30, 2016, we sold Transocean Services AS to one of our indirect subsidiaries and, accordingly, it is no longer our direct investment. On October 4, 2016, we contributed capital of CHF 18,000 for 90 percent quota to form Transocean Management Services GmbH to perform management and administration services.
Impairments—In the year ended December 31, 2017, as a result of our annual impairment test, we determined that the carrying amounts of our investments in subsidiaries were impaired, and, as a result, we recognized an aggregate loss of CHF 440 million and released excess reserves in amount of CHF 511 million associated with the impairment of our investment in Transocean Inc. In the year ended December 31, 2016, as a result of our annual impairment test, we determined that the carrying amounts of our investments in subsidiaries were not impaired.
Principal indirect investments—Our principal indirect investments in subsidiaries were as follows:
December 31, 2017 |
|
December 31, 2016 |
|
||||||||||
Company name |
|
Domicile |
|
Ownership and voting interest |
|
Company name |
|
Domicile |
|
Ownership and voting interest |
|
||
Deepwater Pacific 1 Inc. |
British Virgin Islands |
100 |
% |
Deepwater Pacific 1 Inc. |
British Virgin Islands |
100 |
% |
||||||
Global Marine Inc. |
United States |
100 |
% |
Global Marine Inc. |
United States |
100 |
% |
||||||
GSF Leasing Services GmbH |
Switzerland |
100 |
% |
GSF Leasing Services GmbH |
Switzerland |
100 |
% |
||||||
Sedco Forex Holdings Limited |
Cayman Islands |
100 |
% |
Sedco Forex Holdings Limited |
Cayman Islands |
100 |
% |
||||||
Sedco Forex International Inc. |
Cayman Islands |
100 |
% |
Sedco Forex International Inc. |
Cayman Islands |
100 |
% |
||||||
Transocean Conqueror Limited |
Cayman Islands |
100 |
% |
||||||||||
Transocean Deepwater Drilling Services Limited |
Cayman Islands |
100 |
% |
Transocean Deepwater Drilling Services Limited |
Cayman Islands |
100 |
% |
||||||
Transocean Drilling Offshore S.a.r.l |
Luxembourg |
100 |
% |
Transocean Drilling Offshore S.a.r.l |
Luxembourg |
100 |
% |
||||||
Transocean Drilling U.K. Limited |
Scotland |
100 |
% |
Transocean Drilling U.K. Limited |
Scotland |
100 |
% |
||||||
Transocean Financing GmbH |
Switzerland |
100 |
% |
Transocean Financing GmbH |
Switzerland |
100 |
% |
||||||
Transocean Holdings 1 Limited |
Cayman Islands |
100 |
% |
Transocean Holdings 1 Limited |
Cayman Islands |
100 |
% |
||||||
Transocean Holdings 2 Limited |
Cayman Islands |
100 |
% |
Transocean Holdings 2 Limited |
Cayman Islands |
100 |
% |
||||||
Transocean Holdings 3 Limited |
Cayman Islands |
100 |
% |
Transocean Holdings 3 Limited |
Cayman Islands |
100 |
% |
||||||
Transocean Hungary Holdings LLC |
Hungary |
100 |
% |
Transocean Hungary Holdings LLC |
Hungary |
100 |
% |
||||||
Transocean Norway Drilling AS |
Norway |
100 |
% |
Transocean Norway Drilling AS |
Norway |
100 |
% |
||||||
Transocean Offshore Deepwater Drilling Inc. |
United States |
100 |
% |
Transocean Offshore Deepwater Drilling Inc. |
United States |
100 |
% |
||||||
Transocean Offshore Deepwater Holdings Limited |
Cayman Islands |
100 |
% |
Transocean Offshore Deepwater Holdings Limited |
Cayman Islands |
100 |
% |
||||||
Transocean Offshore Holdings Limited |
Cayman Islands |
100 |
% |
Transocean Offshore Holdings Limited |
Cayman Islands |
100 |
% |
||||||
Transocean Offshore International Ventures Limited |
Cayman Islands |
100 |
% |
Transocean Offshore International Ventures Limited |
Cayman Islands |
100 |
% |
||||||
Transocean Partners Holdings Limited |
Cayman Islands |
100 |
% |
Transocean Partners Holdings Limited |
Cayman Islands |
100 |
% |
||||||
Transocean Phoenix 2 Limited |
Cayman Islands |
100 |
% |
Transocean Phoenix 2 Limited |
Cayman Islands |
100 |
% |
||||||
Transocean Proteus Limited |
Cayman Islands |
100 |
% |
Transocean Proteus Limited |
Cayman Islands |
100 |
% |
||||||
Transocean Entities Holdings GmbH |
Switzerland |
100 |
% |
Transocean Entities Holdings GmbH |
Switzerland |
100 |
% |
||||||
Transocean Worldwide Inc. |
Cayman Islands |
100 |
% |
Transocean Worldwide Inc. |
Cayman Islands |
100 |
% |
||||||
Triton Asset Leasing GmbH |
Switzerland |
100 |
% |
Triton Asset Leasing GmbH |
Switzerland |
100 |
% |
||||||
Triton Hungary Investments 1 LLC |
Hungary |
100 |
% |
Triton Hungary Investments 1 LLC |
Hungary |
100 |
% |
||||||
Triton Nautilus Asset Leasing GmbH |
Switzerland |
100 |
% |
Triton Nautilus Asset Leasing GmbH |
Switzerland |
100 |
% |
In the year ended December 31, 2017, we formed Transocean Conqueror Limited in connection with the issuance of senior secured notes. See Note 7— Guarantees and Commitments.
SR-6
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS—continued
Note 4—Shareholders’ Equity
Overview—Changes in our shareholder’s equity were as follows (in thousands):
Share capital |
Statutory capital reserves |
Free reserves |
|||||||||||||||||||||||||||||
Shares |
Amount |
from capital |
from capital |
Dividend reserve |
Accumulated |
Own shares |
Total |
||||||||||||||||||||||||
Balance at December 31, 2015 |
373,831 |
chf |
5,607,459 |
chf |
9,522,987 |
chf |
70,093 |
chf |
— |
chf |
(8,682,993 |
) |
chf |
(256,949 |
) |
chf |
6,260,597 | ||||||||||||||
Reduction of share capital |
— |
(5,313,414 |
) |
1,563,414 |
— |
— |
3,750,000 |
— |
— |
||||||||||||||||||||||
Cancellation of own shares |
(2,863 |
) |
(256,949 |
) |
— |
— |
— |
— |
256,949 |
— |
|||||||||||||||||||||
Issuance of shares to subsidiary |
23,834 | 2,384 | 318,987 |
— |
— |
— |
— |
321,371 | |||||||||||||||||||||||
Excess shares held by subsidiary |
— |
— |
(1,292 |
) |
1,292 |
— |
— |
— |
— |
||||||||||||||||||||||
Own share transactions |
— |
— |
(203 |
) |
203 |
— |
— |
— |
— |
||||||||||||||||||||||
Net loss |
— |
— |
— |
— |
— |
(64,039 |
) |
— |
(64,039) | ||||||||||||||||||||||
Balance at December 31, 2016 |
394,802 |
chf |
39,480 |
chf |
11,403,893 |
chf |
71,588 |
chf |
— |
chf |
(4,997,032 |
) |
chf |
— |
chf |
6,517,929 | |||||||||||||||
Own share transactions |
— |
— |
(51 |
) |
51 |
— |
— |
— |
— |
||||||||||||||||||||||
— |
— |
— |
— |
— |
(468,002 |
) |
— |
(468,002) | |||||||||||||||||||||||
Balance at December 31, 2017 |
394,802 |
chf |
39,480 |
chf |
11,403,842 |
chf |
71,639 |
chf |
— |
chf |
(5,465,034 |
) |
chf |
— |
chf |
6,049,927 |
_______________________
(a) |
The statutory capital reserve from capital contribution for shares held by subsidiaries represents the aggregate cost of own shares held indirectly by Transocean Ltd. through Transocean Inc. During the years ended December 31, 2017 and 2016, Transocean Inc. withheld 5,630 and 20,699 own shares, respectively, through a broker arrangement and limited to statutory tax in satisfaction of withholding taxes due by our employees upon the vesting of equity awards granted under our Long-Term Incentive Plan. For the years ended December 31, 2017 and 2016, the aggregate value of own share transactions was CHF 51 thousand and CHF 203 thousand, respectively. See Note 5—Own Shares. |
Authorized share capital—In May 2014, at our annual general meeting, our shareholders approved an authorized share capital in the amount of CHF 337 million, authorizing the issuance of a maximum of 22.5 million fully paid‑in shares with a par value of CHF 15 per share at any time until May 16, 2016. On October 29, 2015, at our extraordinary general meeting, our shareholders approved the reduction of the par value of each of our shares to CHF 0.10 from the original par value of CHF 15. Consequently, the previously approved authorized share capital in the amount of CHF 337 million has been reduced to CHF 2 million, authorizing the issuance of a maximum of 22.2 million fully paid‑in shares with a par value of CHF 0.10 per share. In May 2016, at our annual general meeting, our shareholders approved an authorized share capital in the amount of CHF 2.2 million, authorizing the issuance of a maximum of 22.3 million fully paid‑in shares with a par value of CHF 0.10 per share at any time until May 12, 2018.
Conditional share capital—Our articles of association provide for a conditional share capital that permits us to issue up to 143.8 million additional shares without obtaining additional shareholder approval. The shares may be issued under the following circumstances:
(1) |
through the exercise of conversion, exchange, option, warrant or similar rights for the subscription of shares granted in connection with bonds, options, warrants or other securities newly or already issued in national or international capital markets or new or already existing contractual obligations convertible into or exercisable or exchangeable for our shares or the shares of one of our group companies or any of their respective predecessors; or |
(2) |
in connection with the issuance of shares, options or other share‑based awards to directors, employees, contractors, consultants or other persons providing services to us. |
In connection with the issuance of bonds, notes, warrants or other financial instruments or contractual obligations that are convertible into, exercisable for or exchangeable for our registered shares, our board of directors is authorized to withdraw or limit the advance subscription rights of shareholders under certain circumstances. In connection with the issuance of shares, options or other share‑based awards to directors, employees, contractors, consultants or other persons providing services to us, the preemptive rights and the advance subscription rights of shareholders are excluded.
On July 31, 2016, we and TPHL entered into an option agreement, as amended on November 22, 2016, pursuant to which we granted TPHL the right to acquire from us a number of our shares in connection with its merger with TPLLC, pursuant to which, the publicly held common units of TPLLC not owned by TPHL were exchanged for the right to receive our shares. On December 6, 2016, TPHL exercised its right to receive 23.8 million of our shares, which we issued from our conditional share capital, and paid to us USD 318 million, as required under the option agreement. Following the completion of the merger, TPHL held 95,830 of our shares.
Qualified capital loss—As presented on our interim balance sheet, dated July 31, 2015, included in our proxy statement for our extraordinary general meeting on October 29, 2015, we determined that our net assets cover less than 50 percent of our statutory share capital and statutory capital reserves. Under Swiss law, the board of directors convened a general meeting of shareholders and proposed
SR-7
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS—continued
measures that remediate such capital loss. On October 29, 2015, at our extraordinary general meeting, our shareholders approved the reduction of the par value of each of our shares to CHF 0.10 from the original par value of CHF 15.00 and allocated CHF 3.75 billion of the aggregate par value reduction amount to reduce our accumulated net loss. Effective January 7, 2016, our qualified capital loss was effectively remediated upon establishment of a public deed of compliance for our par value reduction and registration in the commercial register.
Note 5—Own Shares
Overview—The following is a summary of changes in the registered shares (i) that were repurchased under our share repurchase program for cancellation purposes, and (ii) held by Transocean Inc. and TPHL, to satisfy obligations under our share-based compensation plans (in thousands, except percentages):
Own |
Total shares issued |
Percentage of |
|||||||||||
Balance at December 31, 2015 |
9,786 | 373,831 | 2.62 |
% |
|||||||||
Transfers under share‑based compensation plans |
(1,589 |
) |
|||||||||||
Cancellation of treasury shares |
(2,863 |
) |
|||||||||||
Issuance of shares under option agreement with subsidiary |
96 | ||||||||||||
Balance at December 31, 2016 |
5,430 | 394,802 | 1.38 |
% |
|||||||||
Transfers under share‑based compensation plans |
(1,880) | ||||||||||||
Balance at December 31, 2017 |
3,550 | 394,802 | 0.90 |
% |
Share repurchase program—In May 2009, at our annual general meeting, our shareholders approved and authorized our board of directors, at its discretion, to repurchase an amount of our shares for cancellation with an aggregate purchase price of up to CHF 3.5 billion, equivalent to approximately USD 3.4 billion. At December 31 2015, we held 2.9 million of our shares, repurchased under the share repurchase program, with an aggregate carrying amount of CHF 257 million. On October 29, 2015, at our extraordinary general meeting, our shareholders approved the cancellation of all shares that had been repurchased under the share repurchase program. Effective January 7, 2016, such shares were cancelled upon registration in the commercial register.
Shares held by subsidiaries—Transocean Inc. and TPHL hold our shares to satisfy our obligations to deliver shares in connection with awards granted under our incentive plans or other rights to acquire our shares. In the year ended December 31, 2017 and 2016, we transferred 1.9 million and 1.6 million shares, respectively, at historical cost, from the own shares held by Transocean Inc. to satisfy obligations under our share‑based compensation plans. In the years ended December 31, 2017 and 2016, we received cash proceeds of less than CHF 1 million, in connection with own shares transferred in exchange for equity awards exercised or withheld for taxes under our share‑based compensation plans.
Note 6—Share Ownership
Significant shareholders—Certain significant shareholders have reported to us that they held, directly or through their affiliates, the following beneficial interests in excess of 5 percent of our issued share capital (in thousands, except percentages):
December 31, 2017 |
|
|
December 31, 2016 |
|
||||||||||||||
Name |
Number of |
Percentage of |
Name |
Number of |
Percentage of |
|||||||||||||
35,420 | 9.10% |
Vanguard |
39,972 | 10.27% | ||||||||||||||
Vanguard |
33,345 | 8.52% |
BlackRock, Inc. |
22,962 | 5.90% | |||||||||||||
State Street Corporation |
19,715 | 5.06% |
See Note 10—Subsequent Events.
Own shares—At December 31, 2017 and 2016, we held, indirectly through Transocean Inc. and TPHL, 3.6 million and 5.4 million registered shares, respectively, representing 0.9 percent and 1.4 percent, respectively, of our issued share capital. See Note 5—Own Shares.
SR-8
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS—continued
Shares held by board members—The number of shares held, including shares privately held, by members of our board of directors were as follows:
|
|
December 31, 2017 |
|
|
December 31, 2016 |
|
||||||||||
Name |
Vested |
Stock options |
Vested |
Stock options |
||||||||||||
Merrill A. “Pete” Miller, Jr. |
82,753 |
— |
52,882 |
— |
||||||||||||
Glyn A. Barker |
71,761 |
— |
52,460 |
— |
||||||||||||
Vanessa C.L. Chang |
69,455 |
— |
48,154 |
— |
||||||||||||
Frederico F. Curado |
60,013 |
— |
40,712 |
— |
||||||||||||
Chad Deaton |
66,755 |
— |
47,454 |
— |
||||||||||||
Tan Ek Kia |
69,523 |
— |
50,222 |
— |
||||||||||||
Vincent J. Intrieri |
55,253 |
— |
35,952 |
— |
||||||||||||
Martin B. McNamara |
108,276 |
— |
88,975 |
— |
||||||||||||
Samuel Merksamer |
65,989 |
— |
46,688 |
— |
||||||||||||
Edward R. Muller |
85,139 |
— |
69,838 | 3,820 | ||||||||||||
Jeremy D. Thigpen |
1,115,235 | 451,575 | 883,012 |
233,957 |
||||||||||||
Total |
1,850,152 | 451,575 | 1,416,349 | 237,777 |
Shares held by the executive management team—Our executive management team consists of the President and Chief Executive Officer, the Executive Vice President and Chief Financial Officer, and the Executive Vice President and Chief Operating Officer. The number of shares held, including shares privately held, by members of our executive management team and their conditional rights to receive shares under our share‑based compensation plans were as follows:
|
|
December 31, 2017 |
|
|
December 31, 2016 |
|
||||||||||||||||||||||||||
Name |
Number of |
Number of |
Number of |
Number of |
Total |
Number of |
Number of |
Number of |
Number of |
Total |
||||||||||||||||||||||
Jeremy D. Thigpen |
156,784 | 471,428 | 270,586 | 37,633 | 936,431 | 65,197 | 338,303 | 433,796 | 45,716 | 883,012 | ||||||||||||||||||||||
Mark L. Mey |
95,204 | 223,977 | 116,301 | 16,258 | 451,740 | 41,856 | 160,262 | 207,720 | 19,157 | 428,995 | ||||||||||||||||||||||
John Stobart |
84,854 | 169,379 | 116,747 | 16,318 | 387,298 | 37,266 | 102,212 | 153,062 | 19,244 | 311,784 | ||||||||||||||||||||||
Total |
336,842 | 864,784 | 503,634 | 70,209 | 1,775,469 | 144,319 | 600,777 | 794,578 | 84,117 | 1,623,791 |
In each of the table above, the number of granted share units vesting in future years represents the vesting of previously granted service awards and performance awards in the form of share units.
Stock options held by members of the executive management team—The members of our executive management team held vested and unvested stock options as follows:
|
|
December 31, 2017 |
|
|
December 31, 2016 |
|
||||||||||||||||||||||||||
Name |
Number of |
Number of |
Number of |
Number of |
Total vested |
Number of |
Number of |
Number of |
Number of |
Total vested |
||||||||||||||||||||||
Jeremy D. Thigpen |
77,985 | 150,525 | 150,525 | 72,540 | 451,575 |
— |
77,985 | 77,986 | 77,986 | 233,957 | ||||||||||||||||||||||
Mark L. Mey |
32,679 | 64,017 | 64,017 | 31,337 | 192,050 |
— |
32,679 | 32,680 | 32,680 | 98,039 | ||||||||||||||||||||||
John Stobart |
71,425 | 64,281 | 64,282 | 31,453 | 231,441 | 38,597 | 32,828 | 32,828 | 32,829 | 137,082 | ||||||||||||||||||||||
Total |
182,089 | 278,823 | 278,824 | 135,330 | 875,066 | 38,597 | 143,492 | 143,494 | 143,495 | 469,078 |
Shares granted—We granted the following service awards and performance awards to members of our board, members of our executive management team and employees:
December 31, 2017 |
December 31, 2016 |
||||||||||||
Name |
Number of |
Value |
Number of |
Value |
|||||||||
Board members |
203,580 |
chf |
2,134,778 | 212,777 |
chf |
1,928,824 | |||||||
Executive management team |
559,932 | 8,381,144 | 757,053 | 7,866,743 | |||||||||
Employees |
6,910 | 91,086 | 25,011 | 211,038 | |||||||||
Total |
770,422 |
chf |
10,607,008 | 994,841 |
chf |
10,006,605 |
SR-9
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS—continued
Note 7—Guarantees and Commitments
Transocean Inc. and other indirect subsidiaries debt obligations—Transocean Inc., Transocean Phoenix 2 Limited (“TP2L”) and Transocean Proteus Limited (“TPTL”) have each issued certain debt securities or entered into other debt instruments, including notes, revolving credit facilities, debentures, surety bonds and letters of credit. We have guaranteed certain of these debt securities or other debt instruments. With certain exceptions under the indentures of the senior secured notes issued by our subsidiaries, we are not subject to any significant restrictions on our ability to obtain funds from our consolidated subsidiaries by dividends, loans or return of capital distributions. At December 31, 2017 and 2016, the aggregate carrying amount of debt that we have guaranteed was USD 6.2 billion and USD 7.5 billion, respectively, equivalent to approximately CHF 6.0 billion and CHF 7.6 billion, respectively. See Note 10—Subsequent Events.
Macondo well litigation settlement obligations—On January 3, 2013, certain of our wholly‑owned subsidiaries reached agreements with the U.S. Department of Justice (“DOJ”) to resolve certain matters arising from the Macondo well incident. The agreements included a criminal plea (the “Plea Agreement”), pursuant to which one of our subsidiaries pled guilty to one misdemeanor count of negligently discharging oil in the U.S. Gulf of Mexico, in violation of the U.S. Clean Water Act, and a civil consent decree (the “Consent Decree”), which resolved certain claims by the DOJ, the U.S. Environmental Protection Agency (the “EPA”) and the U.S. Coast Guard against certain of our subsidiaries (the “Transocean Defendants”) and certain incidents of noncompliance that were alleged by the U.S. Bureau of Safety and Environmental Agency.
As part of this resolution, under the terms of the Plea Agreement and the Consent Decree, certain of our subsidiaries agreed to pay USD 1.4 billion, equivalent to approximately CHF 1.3 billion, in fines, recoveries and civil penalties, excluding interest, payable in installments through February 2017. We guaranteed the scheduled installments and other obligations required of the Transocean Defendants under the Plea Agreement and the Consent Decree. In connection with our guarantee, the Transocean Defendants agreed to pay to us a guarantee fee. The guarantee fee is paid annually, beginning on January 1, 2014 through 2018, and is equivalent to 1.76 percent of the weighted average daily outstanding balance due by the Transocean Defendants over the prior year. In the years ended December 31, 2017 and 2016, we recognized guarantee fee income of less than CHF 1 million and CHF 2 million, respectively.
On February 25, 2013, certain of our subsidiaries (the “Respondents”) and the EPA entered into an administrative agreement (the “EPA Agreement”). The EPA Agreement resolved all matters relating to suspension, debarment and statutory disqualification arising from the matters contemplated by the Plea Agreement. We guaranteed the compliance obligations required of the Respondents under the EPA Agreement. In 2016, Transocean approached the EPA Suspension and Debarment Division (“EPA SDD”) to request the early termination of the EPA Agreement in light of Transocean’s successful performance of its obligations under the EPA Agreement. After discussions between Transocean and the EPA SDD in 2016 and early 2017, the EPA Suspension and Debarment Official granted Transocean’s request. The EPA Agreement was terminated effective as of June 21, 2017.
Norway tax investigations and trial—Norwegian civil tax authorities previously challenged certain transactions undertaken by our subsidiaries in 1999, 2001 and 2002. On June 26, 2014, the Norwegian district court in Oslo ruled that our subsidiary was liable for the civil tax assessment but waived all penalties and interest. On January 9, 2017, the Norwegian appeal court in Oslo ruled entirely in favor of the Transocean subsidiaries and overturned the district court with respect to the remaining question of principal tax obligations. On February 10, 2017, the tax authorities filed an appeal with the Norwegian Supreme Court. On June 16, 2017, the Norwegian Supreme Court rejected the appeal, formally closing the dispute in favor of our subsidiaries.
Transocean Management Ltd. office lease obligation—Transocean Management Ltd., has a continuing lease obligation for its former principal offices in Vernier, Switzerland. Under an uncommitted line of credit, Transocean Ltd. issued a surety bond in the full amount of the lease obligation. At December 31, 2017 and 2016, our guarantee for the Transocean Management Ltd. lease obligation was CHF 460,000.
Note 8—Contingencies
U.S. Gulf of Mexico Macondo well incident—On April 22, 2010, the ultra‑deepwater floater Deepwater Horizon, a rig owned and operated by certain of our indirect wholly owned subsidiaries (the “Macondo Subsidiaries”), sank after a blowout of the U.S. Gulf of Mexico Macondo well caused a fire and explosion on the rig off the coast of Louisiana. The Macondo Subsidiaries have been named in lawsuits related to the Macondo well incident. A significant portion of the contingencies arising from the Macondo well incident has now been resolved or is pending release of funds from escrow. We believe the most notable remaining claims against the Macondo Subsidiaries arising from the Macondo well incident are the 30 settlement class opt outs from the PSC Settlement Agreement.
Federal securities claims—On September 30, 2010, a proposed federal securities class action was filed against us in the U.S. District Court for the Southern District of New York. 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 various securities laws and that the acquired company’s shareholders received inadequate consideration for their shares as a result of the alleged violations. 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 (the “Second Circuit”), but on March 17, 2016, the Second Circuit affirmed the dismissal.
SR-10
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS—continued
Plaintiffs filed a petition for writ of certiorari with the U.S. Supreme Court on August 12, 2016. On June 27, 2017, the petition was denied and the dismissal is now final.
Swiss value added tax—We are one of a group of Swiss entities, which are jointly and severally liable for the whole Swiss value added tax amount due to the Swiss tax authorities by this group.
Note 9—Related Party Transactions
Transocean Inc. and Transocean Partners Holdings Limited—Transocean Inc. and TPHL hold our shares to satisfy, on our behalf, our obligation to deliver shares in connection with awards granted under our incentive plans, warrants or other right to acquire our shares. At December 31, 2017 and 2016, Transocean Inc. and TPHL held 3.6 million and 5.4 million of our shares, respectively.
We and Transocean Inc., as the borrower and lender, respectively, entered into a credit agreement dated June 1, 2011, establishing a USD 2.0 billion revolving credit facility. At December 31, 2017 and 2016, we had borrowings of USD 53.2 million and USD 7.2 million, respectively, equivalent to approximately CHF 52.2 million and CHF 7.3 million, respectively, outstanding under the revolving credit facility. At December 31, 2017 and 2016, the variable interest rate on the outstanding borrowings was 2.50 percent and 2.25 percent, respectively.
Other subsidiaries—Our subsidiaries perform on our behalf certain general and administrative services, including executive administration, procurement and payables, treasury and cash management, personnel and payroll, accounting and other administrative functions. In the years ended December 31, 2017 and 2016, we recognized such costs of CHF 10 million and CHF 15 million, respectively, recorded in general and administrative costs and expenses.
Note 10—Subsequent Events
Business combination— On August 13, 2017, we entered into the Transaction Agreement with Songa Offshore SE, a European public company limited by shares, or societas Europaea, existing under the laws of Cyprus (“Songa”), pursuant to which we agreed to offer to acquire all of the issued and outstanding shares of Songa through the Offer in exchange for consideration per Songa share, consisting of (i) 0.3572 newly issued shares of Transocean Ltd. and (ii) approximately USD 2.99726 principal amount of 0.5% Exchangeable Senior Bonds due January 2023 (the “Exchangeable Bonds”) to be issued by Transocean Inc. Additionally, each Songa shareholder could elect to receive a cash payment of NOK 47.50 per Songa share up to a maximum of NOK 125,000 per shareholder in lieu of some or all of the consideration such shareholder would otherwise be entitled to receive in the Offer.
In connection with the acquisition, shareholders at our extraordinary general meeting, on January 16, 2018, were requested to consider the following: (1) the issuance of up to 68.6 million of our shares, (2) an amendment of our articles of association to create additional authorized share capital, (3) election of one new director to our board of directors and (4) issuance of consideration shares of our authorized share capital and our shares issuable upon exchange of the Exchangeable Bonds. On January 18, 2018, we announced that shareholders at our extraordinary general meeting approved all proposals related to the Songa acquisition.
On January 30, 2018, we completed the acquisition of an approximate 97.7 percent ownership interest in Songa, and we issued 66.9 million shares with an aggregate market value of USD 735 million, equivalent to USD 10.99 per share, estimated based on the market value of our shares on the date of issuance to shareholders of Songa as partial consideration for the acquired Songa shares. Additionally, we made an aggregate cash payment of less than USD 1 million to Songa shareholders that elected to receive a cash payment.
Transocean Inc. also issued an aggregate principal amount of USD 854 million of the Exchangeable Bonds as partial consideration for the acquisition of the acquired Songa shares and partial settlement of certain Songa indebtedness. Transocean Inc. is the issuer of the Exchangeable Bonds, which are fully and unconditionally guaranteed by us. Holders of the Exchangeable Bonds may convert the notes into our shares under certain circumstances at a rate of 97.29756 shares per USD 1,000 note, equivalent to a conversion price of USD 10.28 per share, subject to adjustment due to the occurrence of certain events.
By March 31, 2018, we expect to complete the acquisition of the remaining shares not owned by us through a compulsory acquisition, which is available to us under Cyprus law. In connection with the compulsory acquisition, we expect to issue 1.6 million shares and Transocean Inc. is expected to issue an aggregate principal amount of USD 13 million of the Exchangeable Bonds as consideration for the remaining Songa shares.
Significant shareholders—Subsequent to December 31, 2017, in connection with the Songa acquisition, we issued our shares to Songa shareholders as partial consideration for their shares. As of January 31, 2018, as a result of the transaction, Frederick W. Mohn, a newly elected member of our board of directors held, directly and indirectly through Perestroika AS, 31.1 million shares, which represented approximately 6.74% of our issued capital, based on our 461.7 million total shares issued as of such date.
SR-11
TRANSOCEAN LTD.
PROPOSED APPROPRIATION OF THE ACCUMULATED LOSS
The board of directors proposes that shareholders at the annual general meeting in 2018 approve the following appropriation (in thousands):
|
|
December 31, |
|
||||
|
|
2017 |
|
2016 |
|
||
Balance brought forward from previous years |
chf |
(4,997,032 |
) |
chf |
(8,682,993 |
) |
|
Reduction of par value |
— |
3,750,000 | |||||
Net loss for the year |
(468,002 |
) |
(64,039 |
) |
|||
Total accumulated loss |
(5,465,034 |
) |
(4,997,032 |
) |
|||
Balance to be carried forward on this account |
chf |
(5,465,034 |
) |
chf |
(4,997,032 |
) |
Under Swiss law, the appropriation of available earnings or accumulated loss, as the case may be, as set forth in the Swiss statutory financial statements must be submitted to shareholders for approval at each annual general meeting. The accumulated loss subject to the vote of the Company’s shareholders at the 2018 Annual General Meeting is the accumulated loss of Transocean Ltd., on a standalone basis.
Proposed Release of Statutory Capital Reserves from Capital Contribution to Free Capital Reserves from Capital Contribution (in thousands)
Statutory capital reserves from capital contribution, as of December 31, 2017 |
chf |
11,403,842 | ||
Less release to free capital reserves from capital contribution |
1,500,000 | |||
Remaining statutory capital reserves from capital contribution |
chf |
9,903,842 |
The Board of Directors proposes that (1) the accumulated loss of the Company be carried forward and (2) CHF 1,500,000,000 of statutory capital reserves from capital contribution be released and allocated to free capital reserves from capital contribution.
SR-12