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2016 Annual General
Meeting and
Proxy Statement
2015 Annual Report
3/16/16 5:03 PM
C O N T E N T S
Letter to Shareholders
Notice of 2016 Annual General Meeting and Proxy Statement
Compensation Report
2015 Annual Report to Shareholders
A B O U T T R A N S O C E A N L T D .
We are a leading international provider of offshore contract drilling services for oil and gas wells. As of February
11, 2016, we own or have partial ownership interests in, and operate a fleet of 61 mobile offshore drilling units. In
addition, we have six newbuild ultra-deepwater drillships and five newbuild high-specification jackups under con-
struction or under contract to be constructed. We specialize in technically demanding sectors of the global offshore
drilling business with a particular focus on deepwater and harsh environment drilling services. We believe we operate
one of the most versatile offshore drilling fleets in the world.
Our shares are traded on the New York Stock Exchange under the symbol RIG and on the SIX Swiss Exchange
(“SIX”) under the symbol RIGN. We have elected to delist from the SIX effective March 31, 2016, with the last
trading day scheduled for March 30, 2016.
The rig symbols in the map above represent the company’s global market presence as of the February 11, 2016, Fleet Status Report.
ABOUT THE COVER: The cover features our latest addition to the fleet - the high-specification, ultra-deepwater drillship Deepwater Thalassa.
The floater commenced its 10-year contract with Shell in the U.S. Gulf of Mexico in the first quarter of 2016. The back cover features a
Transocean employee onboard the rig.
MOTOROLA, MOTO, MOTOROLA SOLUTIONS and the Stylized M Logo are trademarks or registered trademarks of Motorola
Trademark Holdings, LLC and are used under license. All other trademarks are the property of their respective owners. All rights reserved.
FORWARD-LOOKING STATEMENTS: Any statements included in this Proxy Statement and 2015 Annual Report that are not historical facts
including, without limitation, statements regarding future market trends and results of operations are forward-looking statements within
the meaning of applicable securities law. Such statements are subject to numerous risks and uncertainties beyond our control and our actual
results may differ materially from our forward-looking statements.
45322_Cover.indd 4-6
Harsh EnvironmentDeepwaterHigh-Specification JackupMidwaterUltra-Deepwater28751110Harsh Environment March 18, 2016
Letter to Shareholders
Our 2015 financial results exceeded both internal and external expectations, and were the direct result of our
continued commitment to operational excellence, and our heightened focus around organizational and operational
efficiency. While we are pleased with our 2015 performance, we enter 2016 facing an extremely challenging
environment. Oil prices have fallen to levels not seen in more than a decade, driven primarily by global concerns around
supply and demand imbalances. As a result, our customers continue to significantly curtail both their exploration and
development activities, resulting in a limited number of near-term offshore drilling prospects. In response, we are taking
the necessary steps to maintain our market leadership position through this downturn, and position ourselves to emerge
even stronger and leaner when the recovery occurs.
We are in a solid position financially. We will continue generating operating cash flow from our market
leading $15.5 billion backlog as of February 11, 2016, which is backed by strong contracts, and primarily comprised of
investment grade customers. Additionally, with over $2 billion of cash as we enter 2016, and an undrawn, unsecured
revolving credit facility of $3 billion, we have sufficient liquidity to fulfill our existing commitments, with optionality to
evaluate and potentially pursue value-enhancing transactions, which could materialize in the current market.
We continue to high-grade our fleet. We have recently added two new ultra-deepwater drillships, the
Deepwater Thalassa, and the Deepwater Proteus, to our fleet of world-class assets. Both of these rigs have firm 10-year
contracts with Shell. Additionally, we will add a third ultra-deepwater drillship, the Deepwater Conqueror, to our fleet
later in the year that will commence a five-year contract with Chevron. While welcoming these new high-specification
rigs into our fleet, we will continue to objectively evaluate the capability and marketability of our existing fleet. For
those assets that do not support our objective of operating the most competitive assets in the industry, we will remove
them from the fleet, and recycle them in accordance with existing regulations and Transocean’s best practices. And, for
those assets that are integral to our future portfolio, but are not currently contracted, we will continue to stack them in a
way that reduces costs, but allows for timely and cost-effective re-activation when market demand returns.
We continue to execute our commercial and operational strategy, which includes supporting our customers in
the delivery of safer and more efficient offshore well solutions. In 2015, we continued to drive year-over-year
improvements in our safety performance, rig uptime and revenue efficiency. In fact, we have become sufficiently
confident in the quality and consistency of our performance that we are entering into incentivized contracts that align us
with our customers’ objectives, and reward us for delivering safer, faster, and more cost-effective wells. Our customers
are responding favorably to our performance and our commercial model and have awarded us several new contracts in
this highly competitive market. Our ability to continue to perform to these elevated expectations ultimately enhances our
market position and shareholder value.
We continue to define and implement innovative plans to remove cost from our business, while improving
our operating performance. In 2015, we outperformed our internal targets and expectations for critical operating
metrics, while meaningfully reducing our cost structure. As we have rationalized our fleet, and re-focused our operations
on the deepwater markets and other areas that require high-specification assets and capabilities, we have respectively
right-sized our support, and streamlined our processes, removing considerable shore-based costs. We also continue to
realize opportunities to more efficiently maintain our equipment, manage shipyard projects, stack uncontracted assets
and recycle less marketable assets.
Although this market is the most challenging that we have seen in 30 years, we believe that the cyclical nature
of this industry will ultimately bring forth a recovery that will drive incremental demand for our industry-leading assets
and services. Until that time, we will continue to enhance our position by cultivating strong customer relationships,
introducing innovative new commercial models that are more aligned with our customers’ objectives, consistently
delivering safer and more efficient campaigns, continuing to streamline our business, and leveraging the strength of our
balance sheet to capitalize on strategic opportunities as and when appropriate.
We want to thank you, our shareholders, on behalf of our entire team at Transocean, and let you know your trust
in our ability to run this great company is both appreciated and well-placed.
Sincerely,
Merrill A. “Pete” Miller, Jr.
Chairman of the Board of Directors
Jeremy D. Thigpen
President and Chief Executive Officer
TABLE OF CONTENTS
Notice to Shareholders
Proxy Statement Summary
Invitation to 2016 Annual General Meeting of Transocean Ltd.
Important Notice Regarding the Availability of Proxy Materials
Information About the Meeting and Voting
Agenda Item 1. Approval of the 2015 Annual Report, Including the Audited Consolidated Financial Statements
of Transocean Ltd. for Fiscal Year 2015 and the Audited Statutory Financial Statements of Transocean Ltd. for
Fiscal Year 2015
Agenda Item 2. Discharge of the Members of the Board of Directors and the Executive Management Team
from Liability for Activities During Fiscal Year 2015
Agenda Item 3. Appropriation of the Accumulated Loss for Fiscal Year 2015
Agenda Item 4. Renewal of Authorized Share Capital
Agenda Item 5. Reelection of 11 Directors, Each for a Term Extending Until Completion of the Next Annual
General Meeting
Agenda Item 6. Election of the Chairman of the Board of Directors for a Term Extending Until Completion of
the Next Annual General Meeting
Agenda Item 7. Election of the Members of the Compensation Committee, Each for a Term Extending Until
Completion of the Next Annual General Meeting
Agenda Item 8. Reelection of the Independent Proxy for a Term Extending Until Completion of the Next
Annual General Meeting
Agenda Item 9. Appointment of Ernst & Young LLP as the Company’s Independent Registered Public
Accounting Firm for Fiscal Year 2016 and Reelection of Ernst & Young Ltd, Zurich, as the Company’s Auditor
for a Further One-Year Term
Agenda Item 10. Advisory Vote to Approve Named Executive Officer Compensation
Agenda Item 11. Prospective Votes on the Maximum Compensation of the Board of Directors and the
Executive Management Team
Corporate Governance
Board Meetings and Committees
2015 Director Compensation
Audit Committee Report
Security Ownership of Certain Beneficial Owners
Security Ownership of Directors and Executive Officers
Compensation Discussion and Analysis
Compensation Committee Report
Executive Compensation
Equity Compensation Plan Information
Other Matters
Annex A—Proposed Shareholder Resolution
ii
iv
vi
xii
P-1
P-6
P-7
P-8
P-9
P-10
P-16
P-17
P-18
P-19
P-21
P-22
P-28
P-34
P-38
P-40
P-42
P-43
P-44
P-65
P-66
P-77
P-78
P-81
i
NOTICE TO SHAREHOLDERS
March 18, 2016
Dear Shareholder:
The 2016 annual general meeting of the shareholders (the “2016 Annual General Meeting”) of Transocean Ltd.
(the “Company”) will be held on Thursday, May 12, 2016 at 5:00 p.m., Swiss Time, at the Lorzensaal Cham, Dorfplatz 3,
CH-6330 Cham, Switzerland. Information regarding the matters to be acted upon at the meeting is set forth in the attached
is available at
invitation
www.deepwater.com/investor-relations/financial-reports.
the 2016 Annual General Meeting and
statement, which
the proxy
to
At the 2016 Annual General Meeting, we will ask you to vote on the following items:
Agenda
Item
Description
1 Approval of the 2015 Annual Report, Including the Audited Consolidated Financial
Statements of Transocean Ltd. for Fiscal Year 2015 and the Audited Statutory
Financial Statements of Transocean Ltd. for Fiscal Year 2015
2 Discharge of the Members of the Board of Directors and Executive Management
Team from Liability for Activities During Fiscal Year 2015
3 Appropriation of the Accumulated Loss for Fiscal Year 2015
4 Renewal of Authorized Share Capital
5 Reelection of 11 Directors, Each for a Term Extending Until Completion of the
Next Annual General Meeting
6 Election of the Chairman of the Board of Directors for a Term Extending Until
Completion of the Next Annual General Meeting
7 Election of the Members of the Compensation Committee, Each for a Term
Extending Until Completion of the Next Annual General Meeting
8 Reelection of the Independent Proxy for a Term Extending Until Completion of the
Next Annual General Meeting
9 Appointment of Ernst & Young LLP as the Company’s Independent Registered
Public Accounting Firm for Fiscal Year 2016 and Reelection of Ernst & Young Ltd,
Zurich, as the Company’s Auditor for a Further One-Year Term
10 Advisory Vote to Approve Named Executive Officer Compensation
11 Prospective Votes on the Maximum Compensation of the Board of Directors and
the Executive Management Team
Board of Directors
Recommendation
FOR
FOR
FOR
FOR
FOR
FOR
FOR
FOR
FOR
FOR
FOR
It is important that your shares be represented and voted at the meeting, whether you plan to attend or not. If you
are a shareholder registered in our share register, you may submit voting instructions electronically over the Internet, or,
if you request that the proxy materials be mailed to you, by completing, signing and returning the proxy card enclosed with
those materials. If you hold your shares in the name of a bank, broker or other nominee, please follow the instructions
provided by your bank, broker or nominee for submitting voting instructions, including whether you may submit voting
instructions by mail, telephone or over the Internet.
Under rules of the Securities and Exchange Commission (“SEC”), we have elected to provide access to our proxy
materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”)
to our shareholders as of the close of business on March 18, 2016. All shareholders will have the ability to access the proxy
materials on the website referred to in the Notice or to request to receive a printed set of the proxy materials. Instructions
on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. The Notice
also instructs you on how you may submit your proxy over the Internet or via mail. If you receive the Notice, you will not
ii
receive a printed copy of the proxy materials unless you request one in the manner set forth in the Notice or as otherwise
described in the proxy statement.
A copy of the proxy materials, including a proxy card or voting instruction form, will also be sent to any additional
shareholders who are registered in our share register as shareholders with voting rights, or who become beneficial owners
through a nominee registered in our share register as a shareholder with voting rights, as of the close of business on April
25, 2016, and who were not registered as of March 18, 2016. The proxy statement is first being mailed to shareholders on
or about March 25, 2016.
A note to Swiss and other European investors: Transocean Ltd. is incorporated in Switzerland, has issued
registered shares and trades on the New York Stock Exchange and, as of the date of this proxy statement, the SIX Swiss
Exchange; however, unlike some Swiss incorporated or SIX Swiss Exchange-listed companies, share blocking and
re-registration are not requirements for any shares of Transocean Ltd. to be voted at the meeting, and all shares may
be traded after the record date.
Thank you in advance for your vote.
Sincerely,
Merrill A. “Pete” Miller, Jr.
Chairman of the Board of Directors
Jeremy D. Thigpen
President and Chief Executive Officer
iii
Proxy Statement Summary
2016 Annual General Meeting Details
Date:
Time:
Place:
Thursday, May 12, 2016
5:00 p.m., Swiss Time
Lorzensaal Cham, Dorfplatz 3, CH-6330 Cham, Switzerland
Record Date: April 25, 2016
Voting:
Materials:
Shareholders registered in our share register on the record date have the right to attend the 2016 Annual
General Meeting and vote their shares. Such shareholders may designate proxies to vote their shares
by submitting their proxy electronically over the Internet, or, if they request that the proxy materials be
mailed to them, by completing, signing and returning the proxy card enclosed with those materials.
Please review the voting instructions in the proxy statement for each of these methods. Shareholders
who hold their shares in the name of a bank, broker or other nominee should follow the instructions
provided by their bank, broker or nominee for voting their shares, including whether they may submit
voting instructions by mail, telephone or over the Internet.
Shareholders who wish to attend and vote at the meeting in person are required to present either the
Notice of Internet Availability of Proxy Materials, or any proxy card that is sent to them, or, if they
hold their shares in the name of a bank, broker or other nominee, a legal proxy issued by their bank,
broker or other nominee in their name, each with proof of identification.
Our
http://www.deepwater.com/investor-relations/financial-reports.
statement
Annual
proxy
2015
and
Report
are
available
at:
Nominees to the Board of Directors
We are asking you to vote FOR all of the director nominees listed below. During 2015, each of the current
directors attended at least 80% of the Board of Directors meetings and committee meetings held by committees on which
he or she served during his or her elected term. Detailed information regarding these individuals is provided under Agenda
Item 5:
Directors for Reelection
Glyn A. Barker
Vanessa C.L. Chang
Frederico F. Curado
Chadwick C. Deaton
Vincent J. Intrieri
Martin B. McNamara
Samuel J. Merksamer
Merrill A. “Pete” Miller, Jr.
Edward R. Muller
Tan Ek Kia
Jeremy D. Thigpen
Independent*
√
√
√
√
√
√
√
√
√
√
* As determined by the Board of Directors in accordance with applicable rules and regulations.
Swiss Minder Ordinance
Under the Swiss Ordinance Against Excessive Compensation At Public Companies (the “Minder Ordinance”)
and our Articles of Association, the authority to elect the Chairman of the Board of Directors and the members of the
Compensation Committee is vested in the general meeting of shareholders. The Board of Directors recommends that you
elect Merrill A. “Pete” Miller, Jr. as Chairman of the Board of Directors (Agenda Item 6) and Frederico F. Curado, Vincent
J. Intrieri, Martin B. McNamara and Tan Ek Kia as members of the Compensation Committee (Agenda Item 7) to serve
iv
until completion of the 2017 Annual General Meeting. Note that under the Minder Ordinance and our Articles of
Association, if any of these individuals were to resign or there were vacancies in the office of the Chairman or the
Compensation Committee for other reasons, the Board of Directors would have the authority to replace him or her with
another member of the Board of Directors for a term expiring at the next Annual General Meeting.
Pursuant to the Minder Ordinance, the Company is no longer permitted to appoint a corporate representative to
act as the proxy for purposes of voting at the 2016 Annual General Meeting. Swiss companies may only appoint an
independent proxy for these purposes. At the 2015 Annual General Meeting, shareholders elected Schweiger Advokatur /
Notariat to serve as our independent proxy for the 2016 Annual General Meeting. Agenda Item 8 asks that you again elect
this firm to act as the independent proxy for the 2017 Annual General Meeting and any extraordinary general meeting of
shareholders of the Company that may be held prior to the 2017 Annual General Meeting.
The Minder Ordinance and our Articles of Association also require that shareholders ratify the maximum
aggregate amount of compensation of the Board of Directors for the period between the 2016 Annual General Meeting
and the 2017 Annual General Meeting (Agenda Item 11A) and the maximum aggregate amount of compensation of the
Executive Management Team for fiscal year 2017 (Agenda Item 11B). The shareholder vote is binding.
Features of Executive Compensation Program
Our executive compensation program reflects a commitment to retain and attract highly qualified executives. The
elements of our program are designed to motivate our executives to achieve our overall business objectives and create
sustainable shareholder value in a cost-effective manner and reward executives for achieving superior financial, safety and
operational performance, each of which is important to the long-term success of the Company. We believe our executive
compensation program includes key features that align the interests of our executives with those of our shareholders and
does not include features that could misalign those interests.
What We Do
√ Conduct an annual review of our compensation strategy,
including a review of our compensation-related risk profile
√ Mandate meaningful share ownership requirements for our
executives
√ Maintain a claw-back policy that allows for the forfeiture,
recovery or adjustment of incentive compensation paid to
executives due to a material misstatement of financial
results
√ Base incentive payments on quantitative metrics
√ Maintain compensation plans designed
compensation
program with
to align our
long-term
executive
shareholder interests
√ Link long-term incentive compensation to both relative and
absolute performance metrics
√ Deliver one-half (50%) of
performance-based equity awards
long-term
incentives
in
What We Don’t Do
X Allow our executives to hedge, sell short or hold derivative
instruments tied to our shares (other than options issued by us)
X Allow our executives or directors to pledge Company shares
compensation
X Have pre-arranged individual severance agreements or special
any
change-in-control
Executive Officers; however, subject to the limitations under the
Minder Ordinance pursuant to which severance cannot be paid
to members of our Executive Management Team, our
executives are eligible for severance and change-in-control
provisions pursuant to our policies
agreements with
X Maintain single-trigger change-in-control provisions or change-
in-control gross-ups
X Guarantee salary increases, non-performance based bonuses or
unrestricted equity compensation
X Provide any payments or reimbursements for tax equalization
X Pay dividend equivalents on performance share units that have
not been earned
√ Retain an independent consultant that does not perform any
services for management (i.e., retained by and reporting to
our Compensation Committee)
v
INVITATION TO 2016 ANNUAL GENERAL MEETING OF TRANSOCEAN LTD.
Thursday, May 12, 2016
5:00 p.m., Swiss Time,
at the Lorzensaal Cham, Dorfplatz 3,
CH-6330 Cham, Switzerland
Agenda Items
(1)
Approval of the 2015 Annual Report, Including the Audited Consolidated Financial Statements of
Transocean Ltd. for Fiscal Year 2015 and the Audited Statutory Financial Statements of Transocean Ltd.
for Fiscal Year 2015.
Proposal of the Board of Directors
The Board of Directors proposes that the 2015 Annual Report, including the audited consolidated financial
statements for the calendar year ending December 31 (“fiscal year”) 2015, and the audited statutory financial
statements for fiscal year 2015, be approved.
Recommendation
The Board of Directors recommends you vote “FOR” this proposal number 1.
(2)
Discharge of the Members of the Board of Directors and the Executive Management Team from Liability
for Activities During Fiscal Year 2015.
Proposal of the Board of Directors
The Board of Directors proposes that the members of the Board of Directors and Messrs. Jeremy D. Thigpen,
Mark Mey, John B. Stobart, Ian C. Strachan, Steven L. Newman and Esa Ikaheimonen, who served as members
of our Executive Management Team in 2015, be discharged from liability for activities during fiscal year 2015.
Recommendation
The Board of Directors recommends you vote “FOR” this proposal number 2.
(3)
Appropriation of Accumulated Loss for Fiscal Year 2015.
Proposal of the Board of Directors
The Board of Directors proposes that the accumulated loss of the Company be carried forward.
Balance brought forward from previous years
Net loss of the year
Total accumulated loss
Appropriation of accumulated loss
Balance to be carried forward on this account
Recommendation
The Board of Directors recommends you vote “FOR” this proposal number 3.
in CHF
thousands
(5,361,577)
(3,321,416)
(8,682,993)
(8,682,993)
vi
(4)
Renewal of Authorized Share Capital.
Proposal of the Board of Directors
The Board of Directors proposes that its authority to issue shares out of the Company’s authorized share capital
be renewed for a two-year period, expiring on May 12, 2018. Pursuant to the proposal, the Board of Directors’
authority to issue new shares in one or several steps will be limited to a maximum of 22,258,043 shares, or
approximately 6% of the Company’s share capital currently recorded in the Commercial Register of the Canton
of Zug. The Board of Directors does not currently have plans to issue shares under this authorization. The
proposed amendments to the Company’s Articles of Association are included in Annex A.
Recommendation
The Board of Directors recommends you vote “FOR” this proposal number 4.
(5)
Reelection of 11 Directors, Each for a Term Extending Until Completion of the Next Annual General
Meeting.
Proposal of the Board of Directors
The Board of Directors proposes that the following 11 candidates be reelected to the Board of Directors, each for
a term extending until completion of the next Annual General Meeting.
5A Reelection of Glyn A. Barker as a director.
5B Reelection of Vanessa C.L. Chang as a director.
5C Reelection of Frederico F. Curado as a director.
5D Reelection of Chadwick C. Deaton as a director.
5E Reelection of Vincent J. Intrieri as a director.
5F Reelection of Martin B. McNamara as a director.
5G Reelection of Samuel J. Merksamer as a director.
5H Reelection of Merrill A. “Pete” Miller, Jr. as a director.
5I Reelection of Edward R. Muller as a director.
5J Reelection of Tan Ek Kia as a director.
5K Reelection of Jeremy D. Thigpen as a director.
Recommendation
The Board of Directors recommends you vote “FOR” the reelection of each of these nominees to the Board of
Directors.
(6)
Election of the Chairman of the Board of Directors for a Term Extending Until Completion of the Next
Annual General Meeting.
Proposal of the Board of Directors
The Board of Directors proposes that Merrill A. “Pete” Miller, Jr. be elected as the Chairman of the Board of
Directors for a term extending until completion of the next Annual General Meeting.
vii
Recommendation
The Board of Directors recommends you vote “FOR” this proposal number 6.
(7)
Election of the Members of the Compensation Committee, Each for a Term Extending Until Completion
of the Next Annual General Meeting.
Proposal of the Board of Directors
The Board of Directors proposes that the following candidates for reelection to the Board of Directors be elected
as members of the Compensation Committee, each for a term extending until completion of the next Annual
General Meeting:
7A Election of Frederico F. Curado as a member of the Compensation Committee.
7B Election of Vincent J. Intrieri as a member of the Compensation Committee.
7C Election of Martin B. McNamara as a member of the Compensation
Committee.
7D Election of Tan Ek Kia as a member of the Compensation Committee.
Recommendation
The Board of Directors recommends you vote “FOR” the election of each of these nominees as members of the
Compensation Committee.
(8)
Reelection of the Independent Proxy for a Term Extending Until Completion of the Next Annual General
Meeting.
Proposal of the Board of Directors
The Board of Directors proposes that Schweiger Advokatur / Notariat be reelected to serve as independent proxy
at (and until completion of) the 2017 Annual General Meeting and at any extraordinary general meeting of
shareholders of the Company that may be held prior to the 2017 Annual General Meeting.
Recommendation
The Board of Directors recommends you vote “FOR” this proposal number 8.
(9)
Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm
for Fiscal Year 2016 and Reelection of Ernst & Young Ltd, Zurich, as the Company’s Auditor for a Further
One-Year Term.
Proposal of the Board of Directors
The Board of Directors proposes that Ernst & Young LLP be appointed as the Company’s independent registered
public accounting firm for fiscal year 2016 and that Ernst & Young Ltd, Zurich, be reelected as the Company’s
auditor pursuant to the Swiss Code of Obligations for a further one-year term, commencing on the date of the
2016 Annual General Meeting and terminating on the date of the 2017 Annual General Meeting.
Recommendation
The Board of Directors recommends you vote “FOR” this proposal number 9.
viii
(10)
Advisory Vote to Approve Named Executive Officer Compensation for Fiscal Year 2015.
Proposal of the Board of Directors
Pursuant to Section 14A of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”),
shareholders are entitled to cast an advisory vote on the Company’s executive compensation program for the
Company’s Named Executive Officers. Detailed information regarding the Company’s compensation program
for its Named Executive Officers is set forth in the Compensation Discussion and Analysis, the accompanying
compensation tables and the related narrative disclosure in this proxy statement. The Board of Directors believes
the Company’s compensation program is designed to reward performance that creates long-term value for the
Company’s shareholders and has proposed the following resolution to provide shareholders with the opportunity
to endorse or not endorse the Company’s Named Executive Officer compensation program by voting on the below
resolution:
RESOLVED, that the compensation of the Company’s Named Executive Officers, as disclosed pursuant to the
compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the
compensation tables and the related narrative disclosure in the proxy statement for the Company’s 2016 Annual
General Meeting is hereby APPROVED.
Recommendation
The Board of Directors recommends you vote “FOR” this proposal number 10.
(11)
Prospective Vote on the Maximum Compensation of the Board of Directors and the Executive Management
Team.
11A Ratification of the Maximum Aggregate Amount of Compensation of the Board of Directors for the
Period Between the 2016 Annual General Meeting and the 2017 Annual General Meeting.
Proposal of the Board of Directors
The Board of Directors proposes that the shareholders ratify an amount of $4,121,000 as the maximum aggregate
amount of compensation of the Board of Directors for the period between the 2016 Annual General Meeting and
the 2017 Annual General Meeting.
Recommendation
The Board of Directors recommends you vote “FOR” this proposal number 11A.
11B Ratification of the Maximum Aggregate Amount of Compensation of the Executive Management
Team for Fiscal Year 2017.
Proposal of the Board of Directors
The Board of Directors proposes that the shareholders ratify an amount of $29,617,000 as the maximum aggregate
amount of compensation of the Executive Management Team for fiscal year 2017.
Recommendation
The Board of Directors recommends you vote “FOR” this proposal number 11B.
ix
Organizational Matters
A copy of the Notice of Internet Availability of Proxy Materials has been sent to each shareholder registered in
Transocean Ltd.’s share register as of the close of business on March 18, 2016. Any additional shareholders who are
registered in Transocean Ltd.’s share register as of the close of business on April 25, 2016, will receive a copy of the proxy
materials, including a proxy card, after April 25, 2016. Shareholders not registered in Transocean Ltd.’s share register as
of April 25, 2016, will not be entitled to attend, vote or grant proxies to vote at the 2016 Annual General Meeting.
While no shareholder will be entered in Transocean Ltd.’s share register as a shareholder with voting rights
between the close of business on April 25, 2016, and the opening of business on the day following the 2016 Annual General
Meeting, share blocking and re-registration are not requirements for any shares of Transocean Ltd. to be voted at the
meeting, and all shares may be traded after the record date. Computershare, which maintains Transocean Ltd.’s share
register, will continue to register transfers of Transocean Ltd. shares in the share register in its capacity as transfer agent
during this period.
Shareholders registered in Transocean Ltd.’s share register as of April 25, 2016, have the right to attend the 2016
Annual General Meeting and vote their shares (in person or by proxy), or may grant a proxy to vote on each of the proposals
in this invitation and any modification to any agenda item or proposal identified in this invitation or other matter on which
voting is permissible under Swiss law and which is properly presented at the 2016 Annual General Meeting for
consideration. Such shareholders may designate proxies to vote their shares electronically over the Internet or, if they
request that the proxy materials be mailed to them, by completing, signing and returning the proxy card enclosed with
those materials at the 2016 Annual General Meeting. Even if you plan to attend the 2016 Annual General Meeting, we
encourage you to submit your voting instructions prior to the meeting.
We urge you to submit your voting instructions electronically over the Internet or return the proxy card as soon
as possible. All electronic voting instructions or proxy cards must be received no later than 8:00 a.m. Eastern Daylight
Time (2:00 p.m. Swiss Time), on Thursday, May 12, 2016.
If you have timely submitted electronic voting instructions or a properly executed proxy card, your shares will be
voted by the independent proxy in accordance with your instructions. Holders of shares who have timely submitted
their proxy but have not specifically indicated how to vote their shares instruct the independent proxy to vote in
accordance with the recommendations of the Board of Directors with regard to the items listed in the notice of
meeting. If any modifications to agenda items or proposals identified in this invitation or other matters on which
voting is permissible under Swiss law are properly presented at the 2016 Annual General Meeting for consideration,
you instruct the independent proxy, in the absence of other specific instructions, to vote in accordance with the
recommendations of the Board of Directors.
As of the date of this proxy statement, the Board of Directors is not aware of any such modifications or other
matters proposed to come before the 2016 Annual General Meeting.
Shareholders who hold their shares in the name of a bank, broker or other nominee should follow the instructions
provided by their bank, broker or nominee for voting their shares, including whether they may submit voting instructions
by mail, telephone or over the Internet.
Shareholders may grant proxies to any third party. Such third parties need not be shareholders.
x
Directions to the 2016 Annual General Meeting can be obtained by contacting our Corporate Secretary at our
registered office, Turmstrasse 30, CH-6300 Zug, Switzerland, telephone number +41 (41) 749 0500, or Investor Relations
at our offices in the United States, at 4 Greenway Plaza, Houston, TX, USA 77046, telephone number +1 (713) 232-7500.
If you plan to attend and vote at the 2016 Annual General Meeting in person, you are required to present either the Notice
of Internet Availability of Proxy Materials or any proxy card that is sent to you, together with proof of identification, or,
if you own shares held in the name of a bank, broker or other nominee, a legal proxy issued by your bank, broker or other
nominee in your name, together with proof of identification. If you plan to attend the 2016 Annual General Meeting in
person, we urge you to arrive at the meeting location no later than 4:00 p.m., Swiss time on Thursday, May 12, 2016. In
order to determine attendance correctly, any shareholder leaving the 2016 Annual General Meeting early or temporarily,
will be requested to present such shareholder’s admission card upon exit.
Annual Report, Consolidated Financial Statements, Statutory Financial Statements
A copy of the 2015 Annual Report (including the consolidated financial statements for fiscal year 2015, the
statutory financial statements of Transocean Ltd. for fiscal year 2015 and the audit reports on such consolidated and
statutory financial statements) and the 2015 Compensation Report is available for physical inspection at Transocean Ltd.’s
registered office, Turmstrasse 30, CH-6300 Zug, Switzerland. Copies of these materials may be obtained without charge
by contacting our Corporate Secretary at our registered office, Turmstrasse 30, CH-6300 Zug, Switzerland, telephone
number +41 (41) 749 0500, or Investor Relations at our offices in the United States, at 4 Greenway Plaza, Houston, TX,
USA 77046, telephone number +1 (713) 232-7500.
On behalf of the Board of Directors,
Merrill A. “Pete” Miller, Jr.
Chairman of the Board of Directors
Steinhausen, Switzerland
March 18, 2016
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YOUR VOTE IS IMPORTANT
You may designate a proxy to vote your shares by submitting your voting instructions electronically over
the Internet or, if you requested a printed copy of the proxy materials, by completing, signing and returning by
mail the proxy card you will receive in response to your request. Please review the instructions in the Notice of
Internet Availability and the proxy statement.
Shareholders who hold their shares in the name of a bank, broker or other nominee should follow the
instructions provided by their bank, broker or nominee for voting their shares, including whether they may
submit voting instructions by mail, telephone or over the Internet.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE
2016 ANNUAL GENERAL MEETING TO BE HELD ON MAY 12, 2016.
Our proxy statement and 2015 Annual Report are available at
www.proxyvote.com
xii
PROXY STATEMENT
FOR 2016 ANNUAL GENERAL MEETING OF SHAREHOLDERS OF TRANSOCEAN LTD.
MAY 12, 2016
INFORMATION ABOUT THE MEETING AND VOTING
This proxy statement is furnished in connection with the solicitation of proxies by Transocean Ltd., on behalf of
the Board of Directors, to be voted at our 2016 Annual General Meeting to be held on May 12, 2016 at 5:00 p.m., Swiss
Time, at the Lorzensaal Cham, Dorfplatz 3, CH-6330 Cham, Switzerland.
Record Date
Only shareholders of record on April 25, 2016, are entitled to notice of, to attend, and to vote or to grant proxies
to vote at, the 2016 Annual General Meeting. No shareholder will be entered in Transocean Ltd.’s share register with
voting rights between the close of business on April 25, 2016, and the opening of business on the day following the 2016
Annual General Meeting.
While no shareholder will be entered in Transocean Ltd.’s share register as a shareholder with voting rights
between the close of business on April 25, 2016, and the opening of business on the day following the 2016 Annual General
Meeting, share blocking and re-registration are not requirements for any shares of Transocean Ltd. to be voted at the
meeting, and all shares may be traded after the record date. Computershare, which maintains Transocean Ltd.’s share
register, will continue to register transfers of Transocean Ltd. shares in the share register in its capacity as transfer agent
during this period.
Quorum
Our Articles of Association provide that the presence of shareholders, in person or by proxy, holding at least a
majority of all the shares entitled to vote at the meeting constitutes a quorum for purposes of convening the 2016 Annual
General Meeting and voting on all of the matters described in the notice of meeting. Abstentions and “broker non-votes”
will be counted as present for purposes of determining whether there is a quorum at the meeting so long as the broker has
discretion to vote the shares on at least one matter before the 2016 Annual General Meeting.
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Votes Required
The following table sets forth the applicable vote standard required to pass each enumerated agenda item:
Agenda
Item
Description
1
2
3
4
5
6
7
8
9
10
11
Approval of the 2015 Annual Report, Including the Audited
Consolidated Financial Statements and Audited Statutory
Financial Statements for Fiscal Year 2015 of Transocean Ltd.
Discharge of the Members of the Board of Directors and
Executive Management Team from Liability for Activities
During Fiscal Year 2015
Appropriation of the Accumulated Loss
Renewal of Authorized Share Capital
Reelection of 11 Directors
Election of Chairman of the Board of Directors
Election of Members of the Compensation Committee
Reelection of Independent Proxy
Appointment of Ernst & Young as Independent Auditor
Advisory Vote to Approve Named Executive Officer
Compensation
Prospective Votes on the Maximum Compensation of the
Board of Directors and the Executive Management Team
Relative
Majority(1)
Qualified
Two-Thirds
Majority
Plurality of
Votes
√
√
√
√
√
√ (4)
√
√ (2)
√ (3)
√ (3)
√ (3)
(1) Affirmative vote of a relative majority of the votes cast in person or by proxy at the 2016 Annual General Meeting.
Abstentions, broker non-votes (if any) or blank or invalid ballots are not counted for such purposes and shall have no
impact on the approval of such agenda item.
(2) Affirmative vote of two-thirds of the votes represented at the 2016 Annual General Meeting. An abstention, broker
non-vote (if any) or blank or invalid ballot will have the effect of a vote “AGAINST” this proposal.
(3) Affirmative vote of a plurality of the votes cast in person or by proxy at the 2016 Annual General Meeting. The
plurality requirement means that the nominee who receives the largest number of votes for a board position, or the
chair or a position on the Compensation Committee, as applicable, is elected to that position. Only votes “FOR” are
counted in determining whether a plurality has been cast in favor of a nominee. Abstentions, broker non-votes, blank
or invalid ballots are not counted for such purposes and shall have no impact on the election of such nominees. As
described later in this proxy statement, our Corporate Governance Guidelines set forth our procedures if a nominee is
elected but does not receive more votes cast “FOR” than “AGAINST” the nominee’s election.
(4) The proposal is an advisory vote; as such, the vote is not binding on the Company.
Outstanding Shares
As of March 1, 2016, there were 365,066,026 Transocean Ltd. shares outstanding, which excludes 5,901,356
issued shares that are held by our subsidiary, Transocean Inc. Only registered holders of our shares on April 25, 2016, the
record date established for the 2016 Annual General Meeting, are entitled to notice of, to attend and to vote at, the meeting.
Holders of shares on the record date are entitled to one vote for each share held.
Voting Procedures
A copy of the Notice of Internet Availability of Proxy Materials has been sent to each shareholder registered in
Transocean Ltd.’s share register as of the close of business on March 18, 2016. Any additional shareholders who are
registered in Transocean Ltd.’s share register as of the close of business on April 25, 2016, but who were not registered in
the share register as of March 18, 2016, will receive a copy of the proxy materials, including a proxy card, after April 25,
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2016. Shareholders not registered in Transocean Ltd.’s share register as of April 25, 2016, will not be entitled to attend,
vote or grant proxies to vote at, the 2016 Annual General Meeting.
If you are registered as a shareholder in Transocean Ltd.’s share register as of April 25, 2016, or if you hold shares
of Transocean Ltd. in “street name” as of such date, you may grant a proxy to vote on each of the proposals and any
modification to any of the proposals or other matter on which voting is permissible under Swiss law and which is properly
presented at the meeting for consideration in one of the following ways:
By Internet: Go to www.proxyvote.com 24 hours a day, 7 days a week, and follow the instructions. You will
need the 12-digit control number that is included in the Notice, proxy card or voting instructions form that is sent to you.
The Internet system allows you to confirm that the system has properly recorded your voting instructions. This method of
submitting voting instructions will be available up until 8:00 a.m. Eastern Daylight Time (2:00 p.m. Swiss Time), on
Thursday, May 12, 2016.
By Telephone (available only to beneficial owners of our shares): On a touch-tone telephone, call toll-free +1
(800) 690-6903, 24 hours a day, 7 days a week, and follow the instructions. You will need the 12-digit control number that
is included in the Notice of Internet Availability of Proxy Materials, proxy card or voting instructions form that is sent to
you. As with the Internet system, you will be able to confirm that the system has properly recorded your votes. This method
of submitting voting instructions will be available up until 8:00 a.m. Eastern Daylight Time (2:00 p.m. Swiss Time), on
Thursday, May 12, 2016. If you are a holder of record, you cannot vote by telephone.
By Mail: Mark, date and sign your proxy card exactly as your name appears on the card and return it by mail
to:
Transocean 2016 AGM
Vote Processing
c/o Broadridge
51 Mercedes Way
Edgewood, NY 11717
USA
-or-
Transocean 2016 AGM
Vote Processing
Schweiger Advokatur / Notariat
Dammstrasse 19
CH-6300 Zug
Switzerland
All proxy cards must be received no later than 8:00 a.m. Eastern Daylight Time (2:00 p.m. Swiss Time), on
Thursday, May 12, 2016. Do not mail the proxy card or voting instruction form if you are submitting voting instructions
over the Internet or (if you are a beneficial owner of our shares) by telephone.
Even if you plan to attend the 2016 Annual General Meeting, we encourage you to submit your voting instructions
over the Internet or by mail prior to the meeting.
If you hold your shares in the name of a bank, broker or other nominee, you should follow the instructions
provided by your bank, broker or nominee for voting your shares, including whether you may submit voting instructions
by mail, telephone or over the Internet.
Many of our shareholders hold their shares in more than one account and may receive more than one Notice of
Internet Availability of Proxy Materials. To ensure that all of your shares are represented at the 2016 Annual General
Meeting, please submit your voting instructions for each account.
Under New York Stock Exchange (“NYSE”) rules, brokers who hold shares in street name for customers, such
that the shares are registered on the books of the Company as being held by the brokers, have the authority to vote on
“routine” proposals when they have not received instructions from beneficial owners, but are precluded from exercising
their voting discretion with respect to proposals for “non-routine” matters. Proxies submitted by brokers without
instructions from customers for these non-routine or contested matters are referred to as “broker non-votes.” The following
matters are non-routine matters under NYSE Rules:
• Agenda Item No. 2—Discharge of the Members of the Board of Directors and the Executive Management
Team from Liability for Activities During Fiscal Year 2015
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• Agenda Item No. 5—Reelection of 11 Directors
• Agenda Item No. 6—Election of the Chairman of the Board of Directors
• Agenda Item No. 7—Election of the Members of the Compensation Committee
• Agenda Item No. 10—Advisory Vote to Approve Named Executive Officer Compensation
• Agenda Item No. 11A—Ratification of the Maximum Aggregate Compensation of the Board of Directors
for the Period Between the 2016 Annual General Meeting and the 2017 Annual General Meeting
• Agenda Item No. 11B—Ratification of the Maximum Aggregate Compensation of the Executive
Management Team for Fiscal Year 2017
If you hold your shares in “street name,” your broker will not be able to vote your shares on the agenda items set
forth above and may not be able to vote your shares on other matters at the 2016 Annual General Meeting unless the broker
receives appropriate instructions from you. We recommend that you contact your broker to exercise your right to vote your
shares.
If you have timely submitted electronic or telephonic voting instructions or a properly executed proxy card, your
shares will be voted by the independent proxy according to your instructions. Holders of shares who have timely submitted
their proxy but have not specifically indicated how to vote their shares instruct the independent proxy to vote in accordance
with the recommendations of the Board of Directors with regard to the items listed in the notice of meeting.
If any modifications to agenda items or proposals identified in this invitation or other matters on which
voting is permissible under Swiss law are properly presented at the 2016 Annual General Meeting for consideration,
you instruct the independent proxy, in the absence of other specific instructions, to vote in accordance with the
recommendations of the Board of Directors.
As of the date of this proxy statement, the Board of Directors is not aware of any such modifications or other
matters to come before the 2016 Annual General Meeting.
You may revoke your proxy card at any time prior to its exercise by:
•
•
submitting a properly completed and executed proxy card with a later date and timely delivering it either
directly to the independent proxy or to Vote Processing, c/o Broadridge at the addresses indicated below;
or
giving written notice of the revocation prior to the meeting to:
Transocean 2016 AGM
Vote Processing
c/o Broadridge
51 Mercedes Way
Edgewood, NY 11717
USA
or
or
Transocean 2016 AGM
Vote Processing
Schweiger Advokatur / Notariat
Dammstrasse 19
CH-6300 Zug
Switzerland
•
appearing at the meeting, notifying the independent proxy, with respect to proxies granted to the independent
proxy, and voting in person.
Your presence without voting at the meeting will not automatically revoke your proxy, and any revocation during
the meeting will not affect votes in relation to agenda items that have already been voted on. If you hold your shares in the
name of a bank, broker or other nominee, you should follow the instructions provided by your bank, broker or nominee in
revoking your previously granted proxy.
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Shareholders may grant proxies to any third party. Such third party need not be a shareholder.
If you wish to attend and vote at the 2016 Annual General Meeting in person, you are required to present either
the Notice of Internet Availability of Proxy Materials or any proxy card that is sent to you, together with proof of
identification, or, if you own shares held in the name of a bank, broker or other nominee, a legal proxy issued by your
bank, broker or other nominee in your name, together with proof of identification. If you plan to attend the 2016 Annual
General Meeting in person, we urge you to arrive at the meeting location no later than 4:00 p.m. Swiss Time on Thursday,
May 12, 2016. In order to determine attendance correctly, any shareholder leaving the 2016 Annual General Meeting early
or temporarily will be requested to present such shareholder’s admission card upon exit.
References to “Transocean,” the “Company,” “we,” “us” or “our” include Transocean Ltd. together with its
subsidiaries and predecessors, unless the context requires otherwise.
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AGENDA ITEM 1
Approval of the 2015 Annual Report, Including the Audited Consolidated Financial Statements of
Transocean Ltd. for Fiscal Year 2015 and the Audited Statutory Financial Statements of Transocean Ltd. for
Fiscal Year 2015.
Proposal of the Board of Directors
The Board of Directors proposes that the 2015 Annual Report, including the audited consolidated financial
statements of Transocean Ltd. for fiscal year 2015 and the audited statutory financial statements of Transocean Ltd. for
fiscal year 2015, be approved.
Explanation
The audited consolidated financial statements of Transocean Ltd. for fiscal year 2015 and the audited Swiss
statutory financial statements of Transocean Ltd. for fiscal year 2015 are contained in the 2015 Annual Report, which,
along with this proxy statement, is available at: http://www.deepwater.com/investor-relations/financial-report. In addition,
these materials will be available for physical inspection at the Company’s registered office, Turmstrasse 30, CH-6300 Zug,
Switzerland. The 2015 Annual Report also contains information on the Company’s business activities and the Company’s
business and financial situation, and the reports of Ernst & Young Ltd, Zurich, the Company’s auditors pursuant to the
Swiss Code of Obligations, on the Company’s consolidated financial statements for fiscal year 2015 and statutory financial
statements for fiscal year 2015. In its reports, Ernst & Young Ltd recommended without qualification that the Company’s
consolidated financial statements and statutory financial statements for the year ended December 31, 2015, be approved.
Ernst & Young Ltd expresses its opinion that the “consolidated financial statements for the years ended December 31,
2015 and 2014 present fairly in all material respects the consolidated financial position of Transocean Ltd. and subsidiaries
at December 31, 2015 and 2014, and the consolidated results of operations and cash flows for each of the three years in
the period ended December 31, 2015, in accordance with accounting principles generally accepted in the United States and
comply with Swiss law.” Ernst & Young Ltd further expresses its opinion and confirms that the statutory financial
statements for the year ended December 31, 2015, comply with Swiss law and the Articles of Association of the Company.
Under Swiss law, the annual report, the consolidated financial statements and Swiss statutory financial statements
must be submitted to shareholders for approval at each annual general meeting.
If the shareholders do not approve this proposal, the Board of Directors may call an extraordinary general meeting
of shareholders for reconsideration of this proposal by shareholders.
Recommendation
The Board of Directors recommends a vote “FOR” this Agenda Item 1.
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AGENDA ITEM 2
Discharge of the Members of the Board of Directors and the Executive Management Team from Liability for
Activities During Fiscal Year 2015.
Proposal of the Board of Directors
The Board of Directors proposes that the members of the Board of Directors and Messrs. Jeremy D. Thigpen,
Mark Mey, John B. Stobart, Ian C. Strachan, Steven L. Newman and Esa Ikaheimonen, who served as members of our
Executive Management Team in 2015, be discharged from liability for activities during fiscal year 2015.
Explanation
As is customary for Swiss corporations and in accordance with Article 698, subsection 2, item 5 of the Swiss
Code of Obligations, shareholders are requested to discharge the members of the Board of Directors and our Executive
Management Team from liability for their activities during the past fiscal year.
Discharge pursuant to the proposed resolution is only effective with respect to facts that have been disclosed to
shareholders (including through any publicly available information, whether or not included in our filings with the SEC)
and only binds shareholders who either voted in favor of the proposal or who subsequently acquired shares with knowledge
that shareholders have approved this proposal. In addition, shareholders who vote against this proposal, abstain from voting
on this proposal, do not vote on this proposal, or acquire their shares without knowledge of the approval of this proposal,
may bring, as a plaintiff, any claims in a shareholder derivative suit within six months after the approval of the proposal.
After the expiration of the six-month period, such shareholders will generally no longer have the right to bring, as a
plaintiff, claims in shareholder derivative suits against the directors or executive management with respect to activities
during fiscal year 2015.
Recommendation
The Board of Directors recommends a vote “FOR” this Agenda Item 2.
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AGENDA ITEM 3
Appropriation of the Accumulated Loss for Fiscal Year 2015.
Proposal of the Board of Directors
The Board of Directors proposes that the accumulated loss of the Company be carried forward.
Appropriation of Accumulated Loss
Balance brought forward from previous years
Net loss of the year
Total accumulated loss
Appropriation of Accumulated Loss
Balance to be carried forward on this account
Explanation
in CHF
thousands
(5,361,577)
(3,321,416)
(8,682,993)
(8,682,993)
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 2016 Annual General Meeting is the
accumulated loss of Transocean Ltd., on a standalone basis.
At our Extraordinary General Meeting held on October 29, 2015, shareholders approved (1) a reduction of the
par value of each share of the Company from CHF 15 to CHF 0.10, (2) the use of CHF 3.75 billion of the aggregate par
value reduction amount to reduce the Company’s total accumulated loss as recorded on its Swiss statutory balance sheet,
and (3) the allocation of CHF 1,820,076,670.10 of the aggregate par value reduction amount to the Company’s statutory
capital reserves from capital contribution. The par value reduction became effective on January 7, 2016, and accordingly,
the CHF 3.75 billion reduction of our accumulated loss is not reflected in the accumulated loss as of December 31, 2015
that is subject to this appropriation proposal.
The Board of Directors proposes that the entire accumulated loss of CHF 8,682,993,000 be carried forward.
Recommendation
The Board of Directors recommends a vote “FOR” this Agenda Item 3.
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AGENDA ITEM 4
Renewal of Authorized Share Capital
Proposal of the Board of Directors
The Board of Directors proposes that its authority to issue shares out of the Company’s authorized share capital
be renewed for an additional two-year period, expiring on May 12, 2018. Pursuant to the proposal, the Board of Directors’
authority to issue new shares in one or several steps will be limited to a maximum of 22,258,043 shares, or approximately
6% of the Company’s share capital currently recorded in the Commercial Register of the Canton of Zug. The Board of
Directors does not currently have plans to issue shares under this authorization.
The proposed amendments to the Articles of Association are included in Annex A.
Explanation
Under the Swiss Code of Obligations, the authority of the Board of Directors to issue shares out of the Company’s
authorized share capital is limited to a maximum two-year period. The Company’s Articles of Association currently include
authorized capital, limited to a maximum of 22,429,838 shares, which will expire on May 16, 2016. Although the Board
of Directors does not currently have plans to issue shares from authorized capital, it believes the proposed renewal of
authorized share capital, which is again limited to a two-year period and to approximately 6% of the Company’s currently
issued share capital, will help ensure that the Company will have the flexibility to make acquisitions and access equity
capital markets when opportunities arise, rather than being subject to the delays associated with the need to call a
shareholders’ meeting and obtain further shareholder approval, except as may be required by applicable laws or regulations,
including the rules of the NYSE. Without the Board of Directors’ authority to issue new shares, the Company would be
required to first call a general meeting of the Company’s shareholders and obtain the favorable vote of shareholders to
increase the Company’s share capital and amend our Articles of Association. Such a meeting would require us, among
other things, to prepare and distribute a proxy statement in accordance with the rules of the SEC. This could result in a
substantial delay in the ability of the Company to issue shares. The Board of Directors believes that providing the Board
of Directors the flexibility to issue additional shares out of the authorized share capital quickly could be a strategic benefit
for the Company.
If the proposed authorized share capital is approved, and the Board of Directors resolves to use the authorized
share capital in one or several steps, the Board of Directors will determine the time of the issuance, the issuance price, the
manner in which the new shares have to be paid, the date from which the shares carry the right to dividends and, subject
to the provisions of our Articles of Association, the conditions for the exercise of the preemptive rights with respect to the
issuance and the allotment of preemptive rights that are not exercised.
To the extent that additional shares are issued out of the authorized share capital in the future, the issuance may
decrease the existing shareholders’ percentage equity ownership and, depending on the price at which such shares are
issued, could be dilutive to the existing shareholders.
The Board of Directors may allow preemptive rights that are not exercised to expire, or it may place such rights
or shares, the preemptive rights of which have not been exercised, at market conditions or use them otherwise in the
Company’s interest. Further, under our Articles of Association, in connection with the issuance of new shares from
authorized capital, the Board of Directors is authorized to limit or withdraw the preemptive rights of the existing
shareholders in various circumstances.
In the ordinary course of our business, we may determine from time to time that the issuance of shares is in the
best interest of the Company for various purposes, including financings, acquisitions and the issuance of shares under the
Company’s Long-Term Incentive Plans.
Recommendation
The Board of Directors recommends a vote “FOR” this Agenda Item 4.
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AGENDA ITEM 5
Reelection of 11 Directors, Each for a Term Extending Until Completion of the Next Annual General Meeting.
Nominations of the Board of Directors
The Board of Directors has nominated Glyn A. Barker, Vanessa C.L. Chang, Frederico F. Curado, Chadwick C.
Deaton, Vincent J. Intrieri, Martin B. McNamara, Samuel J. Merksamer, Merrill A. “Pete” Miller, Jr., Edward R. Muller,
Tan Ek Kia and Jeremy D. Thigpen for reelection to the Board of Directors of the Company, each for a term extending
until completion of the next Annual General Meeting.
The Board of Directors does not have a specific policy regarding diversity in the selection of director nominees.
However, the Board of Directors does consider diversity in the director nominee selection process. The Board of Directors
takes an expansive view of the diversity of its members with the goal of having directors who eventually reflect the global
diversity of our workforce, our customers and the cultures in which we operate, as well as who have diverse expertise in
environmental, health, safety, industry, market and financial matters. We are a multinational company with six different
nationalities represented in our director and executive officer group and over 53 in our global workforce. We have a
presence in over 30 countries worldwide.
Voting Requirement to Elect Nominees
The election of each nominee requires the affirmative vote of a plurality of the votes cast in person or by proxy
at the 2016 Annual General Meeting. The plurality requirement means that the nominee who receives the largest number
of votes for a board seat is elected. Shareholders are entitled to one vote per share for each of the directors to be elected.
We have adopted a majority vote policy in the election of directors as part of our Corporate Governance
Guidelines. This policy provides that the Board of Directors may nominate only those candidates for director who have
submitted an irrevocable letter of resignation, which would be effective upon and only in the event that (1) such nominee
fails to receive a sufficient number of votes from shareholders in an uncontested election and (2) the Board of Directors
accepts the resignation. If a nominee who has submitted such a letter of resignation does not receive more votes cast for
than against the nominee’s election, the Corporate Governance Committee must promptly review the letter of resignation
and recommend to the Board of Directors whether to accept the tendered resignation or reject it. The Board of Directors
must then act on the Corporate Governance Committee’s recommendation within 90 days following the certification of
the shareholder vote. The Board of Directors must promptly disclose its decision regarding whether or not to accept the
nominee’s resignation letter in a Form 8-K furnished to the SEC or other broadly disseminated means of communication.
Full details of this policy are set out in our Corporate Governance Guidelines, which are available on our website at:
www.deepwater.com under “Investor Relations Governance.”
The Board of Directors has received from each nominee for election at the 2016 Annual General Meeting listed
below, an executed irrevocable letter of resignation consistent with these guidelines described above. Each such letter of
resignation is effective only in the event that (1) such director fails to receive a sufficient number of votes from shareholders
in an uncontested election of such director and (2) the Board of Directors accepts such resignation.
The information regarding the nominees presented below is as of March 18, 2016.
Nominees for Director
GLYN A. BARKER, age 62, U.K. citizen, has served as a director of the Company since 2012. Mr. Barker
served as Vice Chairman-U.K. of PricewaterhouseCoopers LLP (PwC) from 2008 to 2011. He was also responsible for
PwC’s strategy and business development for the geographic areas of Europe, the Middle East, Africa and India.
Mr. Barker joined PwC in 1975 and became an audit partner in 1987. He then established PwC’s private equity-focused
Transactions Services business and led it globally. He joined the Management Board of PwC in the U.K. as Head of the
Assurance Practice in 2002. In 2006, he became U.K. Managing Partner and served in that role until 2008. Mr. Barker is
a director of Berkeley Group Holdings plc (LON: BKG) (since 2012), Aviva plc (LON: AV) (since 2012) and Interserve
plc (LON: IRV) (since 2016), and the Chairman of Irwin Mitchell Holdings Ltd (since 2012). He is also a director (since
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2014) and the Chairman (since 2015) of Transocean Partners LLC (NYSE: RIGP). Mr. Barker is Deputy Chairman of the
English National Opera Company (since 2009). He received his Bachelor of Science degree in Economics & Accounting
from the University of Bristol in 1975 and is a Chartered Accountant.
The Board of Directors has concluded that Mr. Barker should remain on the Board of Directors and has
recommended that he serve an additional term. Mr. Barker’s experience in international business and financial and strategic
expertise enhance the Board of Directors’ understanding of key issues in its global business operations.
VANESSA C.L. CHANG, age 63, Canadian and U.S. citizen, has served as a director of the Company since
2012. Ms. Chang has been a Director and shareholder of EL & EL Investments, a privately held real estate investment
business, since 1998. She previously served as the President and Chief Executive Officer of Resolveitnow.com from 2000
until 2002 and was the Senior Vice President of Secured Capital Corp in 1998. From 1986 until 1997, Ms. Chang was the
West Coast partner in charge of Corporate Finance for KPMG Peat Marwick LLP. She is a director or trustee of sixteen
funds advised by the Capital Group and its subsidiaries, seven of which are members of the American Funds family and
nine of which are members of Capital Group’s Private Client Services (since 2000). Ms. Chang is a director of Edison
International (NYSE: EIX) and its wholly owned subsidiary, Southern California Edison Company (since 2007), Sykes
Enterprises, Incorporated (NASDAQ: SYKES) (since 2016), Forest Lawn Memorial Parks Association, a non-profit
organization (since 2005), and Scottish Chamber Orchestra, Americas, Inc., a non-profit organization (since 2013).
Ms. Chang previously served as a director of Blue Shield of California from 2005 to 2013 and Inveresk Research Group
Inc. from 2002 until 2004. She is a member of the American Institute of Certified Public Accountants and the California
State Board of Accountancy, and a member of Women Corporate Directors. Ms. Chang received her Bachelor of Arts
degree from the University of British Columbia in 1973 and is an inactive Certified Public Accountant.
The Board of Directors has concluded that Ms. Chang should remain on the Board of Directors and has
recommended that she serve an additional term. The Board of Directors believes that Ms. Chang’s experience and
background in diverse industries, along with her financial and accounting background, will enhance the Board of Directors’
ability to assess and guide the Company’s financial strategy.
FREDERICO F. CURADO, age 54, Brazilian citizen, has served as a director of the Company since 2013.
Mr. Curado has served as President and Chief Executive Officer of Embraer S.A. (NYSE: ERJ) since 2007. He joined
Embraer in 1984 and has served in a variety of management positions during his career, including Executive Vice
President, Airline Market from 1998 to 2007 and Executive Vice President, Planning and Organizational Development
from 1995 to 1998. Mr. Curado is a director of Iochpe-Maxion (BM&F Bovespa: MYPK3) (since 2015). He is also the
President of the Brazilian Chapter of the Brazil-United States Business Council (since 2011), member of Brazil’s National
Council for Industrial Development (since 2011), member of the Executive Board of the ICC – International Chamber of
Commerce (since 2013) and a director of the Board of the Smithsonian National Air and Space Museum (since 2014).
Mr. Curado received his Bachelor of Science degree in Mechanical-Aeronautical Engineering from the Instituto
Tecnológico de Aeronáutica in Brazil in 1983 and an executive Masters in Business Administration from the University
of São Paulo, Brazil in 1997.
The Board of Directors has concluded that Mr. Curado should remain on the Board of Directors and has
recommended that he serve an additional term. The Board of Directors believes Mr. Curado’s significant senior
management experience operating an international corporation, including experience with Brazilian business and
governmental sectors, will benefit the Board of Directors’ ability to guide the Company with respect to its global
operations.
CHADWICK C. DEATON, age 63, U.S. citizen, has served as a director of the Company since 2012.
Mr. Deaton served as Executive Chairman of Baker Hughes Incorporated (NYSE: BHI) from 2012 to 2013, prior to which
he served as Chairman and Chief Executive Officer since 2004. He began his career with Schlumberger in 1976 and served
in a variety of international capacities, including as Executive Vice President, Oilfield Services from 1998 to 1999 and as
a Senior Advisor from 1999 until 2001. From 2002 until 2004, Mr. Deaton was the President, Chief Executive Officer and
Director of Hanover Compressor Company. Mr. Deaton is a director of Ariel Corporation (since 2005), Air Products and
Chemicals, Inc. (NYSE: APD) (since 2010), CARBO Ceramics Inc. (NYSE: CRR) (since 2013; and previously from 2004
to 2009), and Marathon Oil Corporation (NYSE: MRO) (since 2014). Mr. Deaton is a member of the Society of Petroleum
Engineers (since 1980) and has served on its Industrial Advisory Council since 2010. He is also a director of the University
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of Wyoming Foundation and of the Houston Achievement Place. Mr. Deaton served as co-chair of the Wyoming
Governor’s Task Force for the build out of the University of Wyoming’s new Engineering and Applied Sciences Center.
He was a member of the National Petroleum Council (from 2007 to 2013). Mr. Deaton received his Bachelor of Science
degree in Geology from the University of Wyoming in 1976.
The Board of Directors has concluded that Mr. Deaton should remain on the Board of Directors and has
recommended that he serve an additional term. Mr. Deaton has significant experience in the oilfield services industry. This
experience and the perspective it brings benefit the Board of Directors’ understanding of the Company’s industry and its
customers.
VINCENT J. INTRIERI, age 59, U.S. citizen, has served as a director of the Company since 2014. Mr. Intrieri
has been employed by Icahn related entities since October 1998 in various investment related capacities. Since January
2008, Mr. Intrieri has served as Senior Managing Director of Icahn Capital LP, the entity through which Carl C. Icahn
manages private investment funds. In addition, since November 2004, Mr. Intrieri has been a Senior Managing Director
of Icahn Onshore LP, the general partner of Icahn Partners LP, and Icahn Offshore LP, the general partner of Icahn Partners
Master Fund LP, entities through which Mr. Icahn invests in securities. Mr. Intrieri is a director of Navistar International
Corporation (NYSE: NAV) (since 2012), Chesapeake Energy Corporation (NYSE: CHK) (since 2012), and Hertz Global
Holdings, Inc. (NYSE: HTZ) (since 2014). Mr. Intrieri previously served as a director of CVR Refining, LP from 2012 to
2014, Forest Laboratories, Inc. from 2013 to 2014, CVR Energy, Inc. from 2012 to 2014, Federal-Mogul Holdings
Corporation from 2007 to 2013, Icahn Enterprises L.P. from 2006 to 2012, and was Senior Vice President of Icahn
Enterprises L.P. from 2011 to 2012. Mr. Intrieri was also a director of Dynegy Inc. from 2011 to 2012, and Chairman and
a director of PSC Metals Inc. from 2007 to 2012. He served as director of Motorola Solutions, Inc. from 2011 to 2012, XO
Holdings from 2006 to 2011, National Energy Group, Inc. from 2006 to 2011, American Railcar Industries, Inc. from 2005
to 2011, WestPoint Home LLC from 2005 to 2011; and Chairman and a director of Viskase Companies, Inc. from 2003 to
2011. CVR Refining, CVR Energy, American Railcar Industries, Federal-Mogul, Icahn Enterprises, XO Holdings,
National Energy Group, WestPoint Home, Viskase Companies and PSC Metals each are or previously were indirectly
controlled by Carl C. Icahn. Mr. Icahn also has or previously had non-controlling interests in Dynegy, Hertz, Forest
Laboratories, Navistar, Chesapeake Energy, Motorola Solutions and Transocean Ltd. through the ownership of securities.
Mr. Intrieri graduated, with Distinction, from The Pennsylvania State University (Erie Campus) with a B.S. in Accounting
in 1984. Mr. Intrieri was a certified public accountant.
The Board of Directors has concluded that Mr. Intrieri should remain on the Board of Directors and has
recommended that he serve an additional term. The Board of Directors believes Mr. Intrieri’s significant financial,
executive management and board of directors’ experience, as well as familiarity with master limited partnerships and other
corporate transactions will benefit the Board of Directors’ decision-making process.
MARTIN B. MCNAMARA, age 68, U.S. citizen, has served as a director of the Company since 1994.
Mr. McNamara is a retired Partner of the law firm of Gibson, Dunn & Crutcher LLP and has served as a member of the
firm’s executive, finance, planning and compensation committees, as well as a Partner-in-Charge of the firm’s Texas
practice. During the past ten years and prior to his retirement in 2010, Mr. McNamara was in the private practice of law.
He served as Ex Officio Trustee and Ex Officio Member of the Executive Committee of St. Mark’s School of Texas from
2002 to 2014. Mr. McNamara has also served as the chair of the Corporate Counsel Section of the State Bar of Texas and
is a lifetime fellow of the Texas Bar Foundation. He received his Bachelor of Arts degree from Providence College in 1969
and his law degree from Yale Law School in 1972.
The Board of Directors has concluded that Mr. McNamara should remain on the Board of Directors and has
recommended that he serve an additional term. Mr. McNamara is an attorney by education with extensive management
experience with energy companies and experience as a lawyer representing energy clients. Mr. McNamara was on the
board of Transocean from 1994 until the merger with GlobalSantaFe Corporation in November 2007. His institutional
knowledge of the Company combined with his professional experience aids the Board of Directors in reviewing strategic
decisions for the Company.
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SAMUEL J. MERKSAMER, age 35, U.S. citizen, has served as a director of the Company since 2013.
Mr. Merksamer is a Managing Director of Icahn Capital LP, a subsidiary of Icahn Enterprises L.P., where he has been
employed since 2008. From 2003 until 2008, Mr. Merksamer was an analyst at Airlie Opportunity Capital Management.
He is a director of Navistar International Corp (NYSE: NAV) (since 2012), Hertz Global Holdings, Inc. (NYSE: HTZ)
(since 2014), Transocean Partners LLC (NYSE: RIGP) (since 2014), and Cheniere Energy, Inc. (NYSE: LNG) (since
2015). He previously served as a director of Hologic Inc. from 2013 to 2016, Talisman Energy Inc. from 2013 to 2015,
CVR Refining, LP, from 2012 to 2014, CVR Energy, Inc. from 2012 to 2014, American Railcar Industries, Inc. from 2011
to 2013, Dynegy Inc. from 2011 to 2012, Viskase Companies, Inc. from 2010 to 2013, Federal-Mogul Holdings
Corporation from 2010 to 2014, and PSC Metals Inc. from 2009 to 2012. CVR Refining, CVR Energy, American Railcar
Industries, Federal-Mogul, Viskase Companies and PSC Metals each are indirectly controlled by Carl C. Icahn. Mr. Icahn
also has or previously had a non-controlling interest in Dynegy, Hologic, Talisman Energy, Navistar, Hertz and Cheniere
Energy through the ownership of securities. Mr. Merksamer received an A.B. in Economics from Cornell University in
2002.
The Board of Directors has concluded that Mr. Merksamer should remain on the Board of Directors and has
recommended that he serve an additional term. The Board of Directors believes that Mr. Merksamer’s expertise in finance,
including master limited partnerships, aids the Board of Directors in reviewing financial strategies for the Company.
MERRILL A. “PETE” MILLER, JR., age 65, U.S. citizen, has served as a director of the Company since 2014,
as Vice Chairman (from 2014 to 2015) and as Chairman of the Board of Directors since 2015. Mr. Miller is the Executive
Chairman of NOW Inc. (NYSE: DNOW), a spinoff of the distribution business of National Oilwell Varco, Inc. (NYSE:
NOV), a supplier of oilfield services and equipment to the oil and gas industry. Prior to assuming this role, Mr. Miller
served as President and Chief Executive Officer of NOV (from 2001 to 2014) and as Chairman of the Board (from 2002
to 2014). He joined NOV in 1996. Mr. Miller is a director of Chesapeake Energy Corporation (NYSE: CHK) (since 2007),
one of the largest producers of natural gas and of oil and natural gas liquids in the U.S., and served as Lead Independent
Director from 2010 to 2012. Mr. Miller served as President of Anadarko Drilling Company from 1995 to 1996. Before
joining Anadarko, Mr. Miller spent 15 years at Helmerich & Payne International Drilling Company (NYSE: HP) in Tulsa,
Oklahoma, serving in various senior management positions, including Vice President, U.S. Operations. Mr. Miller serves
on the Board of Directors for the Offshore Energy Center, Petroleum Equipment Suppliers Association and Spindletop
International, and is a member of the National Petroleum Council. He graduated from the United States Military Academy,
West Point, New York in 1972 and, upon graduation, served five years in the United States Army. Mr. Miller received his
Masters in Business Administration from Harvard Business School in 1980.
The Board of Directors has concluded that Mr. Miller should remain on the Board of Directors and has
recommended that he serve an additional term. Mr. Miller has significant experience in the oilfield services industry, is
highly knowledgeable and provides both customer and supplier perspectives to matters directly relevant to the Company.
The Board of Directors believes that these qualities, as well as his demonstrated leadership on boards and in executive
roles, will enhance the Board’s effectiveness and performance.
EDWARD R. MULLER, age 63, U.S. citizen, has served as a director of the Company since 2007. He served
as a director of GlobalSantaFe Corporation from 2001 to 2007 and of Global Marine, Inc. from 1997 to 2001. Mr. Muller
has served as Vice Chairman of NRG Energy, Inc. (NYSE: NRG) since the merger of NRG Energy, Inc. with GenOn
Energy, Inc. in 2012. Prior to the merger, he served as GenOn Energy, Inc.’s Chairman and Chief Executive Officer (since
2010) and President (since 2011). He previously served as Chairman, President and Chief Executive Officer of Mirant
Corporation from 2005 to 2010 when Mirant Corporation merged with RRI Energy, Inc. to form GenOn Energy, Inc.
Mr. Muller is a director of AeroVironment, Inc. (NASDAQ: AVAV) (since 2013). He was a private investor from 2000
until 2005. Mr. Muller served as President and Chief Executive Officer of Edison Mission Energy, a wholly owned
subsidiary of Edison International, from 1993 until 2000. During his tenure, Edison Mission Energy was engaged in
developing, owning and operating independent power production facilities worldwide. Within the past ten years,
Mr. Muller was also a director of The Keith Companies, Inc., RigNet, Inc. and Ormat Technologies, Inc. Since 2004,
Mr. Muller has been a trustee of the Riverview School and, from 2008 to 2012, its chairman. Mr. Muller received his
Bachelor of Arts degree from Dartmouth College in 1973 and his law degree from Yale Law School in 1976.
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The Board of Directors has concluded that Mr. Muller should remain on the Board of Directors and has
recommended that he serve an additional term. Mr. Muller is an attorney by education with extensive executive experience
in a capital-intensive energy business. Mr. Muller served as a chief executive officer and thus adds this helpful executive
perspective to the Board of Directors’ deliberations in advising the Company’s Chief Executive Officer. His background
and education assist the Board of Directors in assessing key strategies for the Company.
TAN EK KIA, age 67, Malaysian citizen, has served as a director of the Company since 2011. Mr. Tan is the
retired Vice President, Ventures and Developments, Asia Pacific and Middle East Region of Shell Chemicals, a position
in which he served from 2003 to 2006. Mr. Tan joined the Shell group of companies in 1973 as an engineer and served in
a variety of positions in Asia, the U.S. and Europe during his career, including as Chairman, Shell Companies, Northeast
Asia from 2000 to 2003, Managing Director of Shell Nanhai from 1997 to 2000 and Managing Director of Shell Malaysia
Exploration and Production from 1994 to 1997. Mr. Tan also served as the Interim Chief Executive Officer of SMRT
Corporation Ltd (SGX: MRT) from January to October 2012. Mr. Tan is a director of Dialog Systems Asia Pte Ltd (since
2008), Keppel Offshore & Marine Ltd (since 2009), SMRT Corporation Ltd (since 2009), Keppel Corporation Ltd (SGX:
KPELY) (since 2010), PT Chandra Asri Petrochemical Tbk (IDX: TPIA) (since 2011), KrisEnergy Ltd (SGX: SK3) (since
2013), and Singapore LNG Corporation Pte Ltd (since 2013). He is also the Chairman of Star Energy Group Holdings Pte
Ltd (since 2012) and a director of two of its subsidiaries, Star Energy Oil and Gas Pte Ltd and Star Energy Geothermal Pte
Ltd. Mr. Tan served as Chairman of City Gas Pte Ltd from 2009 to 2015 and as a director of City Spring Infrastructure
Trust Pte Ltd from 2010 to 2014, InterGlobal Offshore Pte Ltd from 2007 to 2012 and PowerSeraya Ltd and Orchard
Energy Ptd Ltd from 2007 to 2009. Mr. Tan received his Bachelor of Science degree in Mechanical Engineering from the
University of Nottingham in 1973. He is a Chartered Engineer with the UK Engineering Council and a Fellow of the
Institution of Engineers Malaysia.
The Board of Directors has concluded that Mr. Tan should remain on the Board of Directors and has
recommended that he serve an additional term. Mr. Tan has significant senior management, large project and engineering
experience in the international energy sector, particularly in Asia. This international energy experience and the perspective
it brings benefit the Board of Directors’ ability to assess opportunities in the international energy sector.
JEREMY D. THIGPEN, age 41, U.S. citizen, has served as President and Chief Executive Officer since April
2015 and a director of the Company since October 2015. He previously served as Senior Vice President and Chief Financial
Officer at National Oilwell Varco from December 2012 to April 2015, where he spent 18 years. During his tenure at
National Oilwell Varco, Mr. Thigpen spent five years as the company’s President of Downhole and Pumping Solutions
business from August 2007 until November 2012, and four years as President of its Downhole Tools group from May
2003 to August 2007. He also served in various management and business development capacities, including director of
Business Development and Special Assistant to the Chairman. Mr. Thigpen earned his Bachelor of Arts in Economics and
Managerial Studies from Rice University and completed the Program for Management Development at Harvard Business
School.
The Board of Directors has concluded that Mr. Thigpen should remain on the Board of Directors and has
recommended that he serve an additional term. The Board of Directors believes that it is important for the Chief Executive
Officer of the Company to serve on the Board of Directors, as it ensures an efficient flow of information between the Board
of Directors and executive management. In addition, Mr. Thigpen has substantial industry experience and a competitive
perspective which assists the Board of Directors in considering strategic decisions for the Company.
Nomination and Standstill Agreement
On November 10, 2013, we entered into a Nomination and Standstill Agreement (the “Agreement”) with High
River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Partners LP, Icahn Partners Master Fund LP,
Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP, Icahn Enterprises G.P. Inc., Icahn Enterprises
Holdings L.P., IPH GP LLC, Icahn Capital LP, Icahn Onshore LP, Icahn Offshore LP, Beckton Corp., Samuel J.
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Merksamer and Vincent J. Intrieri (collectively, the “Icahn Group”), pursuant to which, subject to certain conditions, the
Icahn Group agreed to certain standstill and voting provisions and the Company agreed to:
• Nominate Mr. Merksamer and Mr. Intrieri (and, subject to certain conditions, a third Icahn Group nominee)
(the “Icahn Designees”) to the Company’s Board of Directors at the 2014 Annual General Meeting; and
• Place the Icahn Designees, if they are elected, on certain committees of the Board. The Company also agreed
to submit at the 2014 Annual General Meeting certain proposals to shareholders for their approval.
Under the terms of the Agreement, the Icahn Group agreed, during the Covered Period, not to, among other things,
solicit proxies regarding any matter to come before a general meeting of shareholders, including for the election of
directors. In addition, among other standstill provisions, the Icahn Group has agreed that during the Covered Period (as
defined below), the Icahn Group will not propose any tender or exchange offer (other than for all the shares of the
Company) and will not propose certain extraordinary transactions without prior notice to the Company.
The Agreement defines the “Covered Period” as the period beginning on the date the Agreement was executed
and ending upon the earliest to occur of:
•
•
•
•
•
the other party to the agreement materially breaching an obligation thereunder;
no Icahn Designee is elected to the Board of Directors at the 2014 Annual General Meeting;
at any time on or after January 15, 2015, if all the Icahn Designees have resigned and the Icahn Group has
not designated replacements, as provided in the Agreement;
90 days after the Icahn Group ceases to own 3% of the outstanding shares of the Company as of the date of
the Agreement;
the date on which (A) the Company has announced an extraordinary general meeting of the shareholders for
any purpose (except as contemplated in the Agreement or if the Icahn Designees voted in favor of such
extraordinary general meeting, which was the case for the Extraordinary General Meetings held in 2014 and
in 2015), (B) the Icahn Designees tender their resignation from the Board of Directors and (C) the Icahn
Group provides written notice that it does not intend to exercise its right to designate replacement directors;
or
•
by mutual agreement of the parties.
The foregoing is not a complete description of the terms of the Agreement. For a further description of the
Agreement, including a copy of the Agreement, please see our Current Report on Form 8-K that we filed with the SEC on
November 12, 2013.
Recommendation
The Board of Directors recommends you vote “FOR” the reelection of these candidates as directors.
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AGENDA ITEM 6
Election of the Chairman of the Board of Directors for a Term Extending Until Completion of the Next Annual
General Meeting.
Nomination of the Board of Directors
Pursuant to the Minder Ordinance and our Articles of Association, the authority to elect the Chairman of the
Board of Directors is vested with the general meeting of shareholders. The term of office of the Chairman of the Board of
Directors is the same as the directors’ term and extends until completion of the next Annual General Meeting. The
Chairman elected at the 2016 Annual General Meeting will have the powers and duties as provided for in our Articles of
Association and organizational regulations.
Upon the recommendation of the Corporate Governance Committee, the Board of Directors has nominated Merrill
A. “Pete” Miller, Jr. for election by the shareholders as the Chairman of the Board of Directors. Mr. Miller has served as
a director since the extraordinary general meeting held on September 22, 2014, as Vice-Chairman of the Board of Directors
from November 14, 2014 to May 15, 2015, and as Chairman of the Board since May 15, 2015. Biographical information
regarding Mr. Miller may be found above under “Agenda Item 5—Reelection of 11 Directors, Each for a Term Extending
Until Completion of the Next Annual General Meeting.”
Recommendation
The Board of Directors recommends a vote “FOR” the nominee for the Chairman of the Board of Directors.
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AGENDA ITEM 7
Election of the Members of the Compensation Committee, Each for a Term Extending Until Completion of the
Next Annual General Meeting.
Nominations of the Board of Directors
Pursuant to the Minder Ordinance and our Articles of Association, the authority to elect the members of the
Compensation Committee of the Board of Directors is vested with the general meeting of shareholders. The term of office
of the members of the Compensation Committee is the same as the directors’ term and extends until completion of the next
Annual General Meeting.
Upon the recommendation of the Corporate Governance Committee, the Board of Directors has nominated for
election by the shareholders at the 2016 Annual General Meeting Frederico F. Curado, Vincent J. Intrieri, Martin B.
McNamara and Tan Ek Kia as members of the Compensation Committee of the Board of Directors. Biographical
information regarding the nominees may be found above under Agenda Item 5.
Recommendation
The Board of Directors recommends a vote “FOR” the election of the nominees of the Compensation Committee
of the Board of Directors.
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AGENDA ITEM 8
Reelection of the Independent Proxy for a Term Extending Until Completion of the Next Annual General
Meeting.
Pursuant to the Minder Ordinance and our Articles of Association, the authority to elect the independent proxy is
vested with the general meeting of shareholders. The independent proxy elected at the 2016 Annual General Meeting will
serve as independent proxy at the 2017 Annual General Meeting and at any extraordinary general meeting of shareholders
of the Company that may be held prior to the 2017 Annual General Meeting.
The Board of Directors has nominated for reelection as independent proxy Schweiger Advokatur / Notariat,
Dammstrasse 19, CH-6300 Zug, Switzerland. Schweiger Advokatur / Notariat was elected at the 2015 Annual General
Meeting to serve as independent proxy at the 2016 Annual General Meeting and any extraordinary general meeting of
shareholders of the Company held prior to the 2016 Annual General Meeting.
Recommendation
The Board of Directors recommends a vote “FOR” this Agenda Item 8.
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AGENDA ITEM 9
Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for
Fiscal Year 2016 and Reelection of Ernst & Young Ltd, Zurich, as the Company’s Auditor for a Further
One-Year Term.
Proposal of the Board of Directors
The Board of Directors proposes that Ernst & Young LLP be appointed as Transocean Ltd.’s independent
registered public accounting firm for the fiscal year 2016 and that Ernst & Young Ltd, Zurich, be reelected as
Transocean Ltd.’s auditor pursuant to the Swiss Code of Obligations for a further one-year term, commencing on the day
of election at the 2016 Annual General Meeting and terminating on the day of the 2017 Annual General Meeting.
Representatives of Ernst & Young Ltd will be present at the 2016 Annual General Meeting, will have the
opportunity to make a statement and will be available to respond to questions you may ask. Information regarding the fees
paid by the Company to Ernst & Young appears below.
Recommendation
The Board of Directors recommends a vote “FOR” this Agenda Item 9.
FEES PAID TO ERNST & YOUNG
Audit fees for Ernst & Young LLP and its affiliates for each of the fiscal years 2015 and 2014 and audit-related
fees, tax fees and total of all other fees for services rendered in 2015 and 2014 are as follows:
Fiscal year 2015 (5)
Fiscal year 2014 (5)
Audit
Fees(1)
$ 6,475,211 $
$ 10,000,545 $
Audit-Related
Tax
Fees(3)
Fees(2)
337,485 $ — $
223,937 $ — $
Total of All
Other Fees(4)
2,160
2,138
(1) The audit fees include those associated with our annual audit, reviews of our quarterly reports on Form 10-Q, statutory
audits of our subsidiaries, services associated with documents filed with the SEC and audit consultations.
(2) The audit-related fees include services in connection with accounting consultations, employee benefit plan audits and
attest services related to financial reporting.
(3) No tax services were rendered for the years ended December 31, 2015 and 2014.
(4) All other fees were for other publications and subscription services.
(5) Excludes fees incurred and paid by Transocean Partners LLC, a consolidated subsidiary, which became a separate
SEC registrant, subsequent to the completion of its initial public offering on August 5, 2014.
Audit Committee Pre-Approval of Audit and Non-Audit Services
The Audit Committee pre-approves all auditing services, review or attest engagements and permitted non-audit
services to be performed by our independent registered public accounting firm. The Audit Committee has considered
whether the provision of services rendered in 2015 other than the audit of our financial statements and reviews of quarterly
financial statements was compatible with maintaining the independence of Ernst & Young LLP and determined that the
provision of such services was compatible with maintaining such independence.
The Audit Committee has adopted policies and procedures for pre-approving all audit and non-audit services
performed by the independent registered public accounting firm. The policy requires advance approval by the Audit
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Committee of all audit and non-audit work; provided, that the Chairman of the Audit Committee may grant pre-approvals
of audit or non-audit work so long as such pre-approvals are presented to the full Audit Committee at its next scheduled
meeting. Unless the specific service has been previously pre-approved with respect to the 12-month period following the
advance approval, the Audit Committee must approve a service before the independent registered public accounting firm
is engaged to perform the service. The Audit Committee has given advance approval for specified audit, audit-related and
other services for 2016. Requests for services that have received this pre-approval are subject to specified fee or budget
restrictions, as well as internal management controls.
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AGENDA ITEM 10
Advisory Vote to Approve Named Executive Officer Compensation.
Proposal of the Board of Directors
As required by Section 14A of the Exchange Act, the Company is providing its shareholders the opportunity to
vote on an advisory basis to approve the compensation of the Company’s Named Executive Officers. The Board of
Directors recommends that you vote for the approval of the compensation of the Named Executive Officers as described
in this proxy statement.
Accordingly, you may vote on the following resolution:
RESOLVED, that the compensation of the Company’s Named Executive Officers, as disclosed pursuant to the
compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the compensation tables,
and the narrative disclosure in the proxy statement for the Company’s 2016 Annual General Meeting is hereby
APPROVED.
Our compensation program for our Named Executive Officers is designed to reward performance that creates
long-term value for the Company’s shareholders through the following features, which are discussed in more detail in our
Compensation Discussion and Analysis:
•
•
•
annual cash bonuses based on performance as measured against pre-determined performance goals;
a compensation mix weighted toward long-term incentives to allow our Named Executive Officers to
participate in the long-term growth and profitability of the Company;
long-term incentives include performance share units that vest based upon the Company’s return on capital
employed and upon total shareholder return compared to the companies in our performance peer group;
• median pay positioning for target performance, above median pay for above target performance, and below
median pay for below target performance;
•
•
•
a share ownership policy that requires our executive officers to build and maintain a minimum equity stake
in the Company to help align our executive officers’ interests with the long-term interests of our shareholders;
hedging and pledging policies that prohibit any of our executive officers from hedging or pledging our shares
or holding derivative instruments tied to our shares, other than derivative instruments issued by us; and
the Incentive Compensation Recoupment Policy, a clawback policy that allows the Company to recover or
adjust incentive compensation to the extent the Compensation Committee determines that payments or
awards have exceeded the amount that would otherwise have been received due to a restatement of our
financial statements or if the Compensation Committee determines that an executive has engaged in, or has
knowledge of and fails to prevent or disclose, fraud or intentional misconduct pertaining to any financial
reporting requirements.
The vote on this proposal is advisory and therefore not binding on the Company, the Compensation Committee
or the Board of Directors. The Board of Directors and the Compensation Committee value the opinions of our shareholders.
Following the 2016 Annual General Meeting, we will consider our shareholders’ feedback and the Compensation
Committee will evaluate whether any actions are necessary to address this feedback.
Recommendation
The Board of Directors recommends that you vote “FOR” approval of the compensation of the Company’s
Named Executive Officers, as disclosed pursuant to the compensation disclosure rules of the SEC, including the
Compensation Discussion and Analysis, the compensation tables, and the narrative disclosure in this proxy statement.
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AGENDA ITEM 11
Prospective Vote on the Maximum Compensation of the Board of Directors
and the Executive Management Team.
11A
Ratification of the Maximum Aggregate Amount of Compensation of the Board of Directors for the Period
Between the 2016 Annual General Meeting and the 2017 Annual General Meeting.
Proposal of the Board of Directors
The Board of Directors proposes that the shareholders ratify an amount of US$ 4,121,000 as the maximum
aggregate amount of compensation of the Board of Directors for the period between the 2016 Annual General Meeting
and the 2017 Annual General Meeting.
Explanation
As required by the Minder Ordinance and our Articles of Association, we are providing our shareholders the
opportunity to vote on the maximum aggregate amount of compensation that can be paid or granted to the members of the
Board of Directors for the period between the 2016 Annual General Meeting and the 2017 Annual General Meeting (the
“2016/2017 Term”). The shareholder vote is of binding nature.
Directors’ Compensation Principles
The general principles of the compensation for our Board of Directors are described in article 29b of our Articles
of Association.
We use a combination of cash and equity compensation to attract and retain qualified candidates to serve on our
Board of Directors. Our directors’ compensation consists of (1) cash retainers, (2) grants of restricted share units and
(3) dividend equivalents on vested restricted share units.
Set forth below is an overview of the non-employee director compensation elements for the term of office between
the 2014 Annual General Meeting and the 2015 Annual General Meeting (the “2014/2015 Term”), and the term of office
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between the 2015 Annual General Meeting and the 2016 Annual General Meeting (the “2015/2016 Term”). Additionally,
the compensation elements currently contemplated for the 2016/2017 Term are also provided:
Term of Office
2014 AGM - 2015 AGM
US$
Term of Office
2015 AGM - 2016 AGM
US$
Term of Office
2016 AGM - 2017 AGM
US$
Cash Retainers
Retainer for non-executive chairman
Retainer for non-executive vice-chairman
Retainer for non-employee directors (other than
the chairman and the vice-chairman)
Additional retainer for Committee Chairmen:
Audit Committee
Compensation Committee
Corporate Governance Committee, Finance
Committee, and Health Safety and
Environment Committee
Grant of Restricted Share Units
Grant of restricted share units to non-executive
chairman
Grant of restricted share units to non-executive
vice-chairman
Grant of restricted share units to non-employee
directors (other than the chairman and the
vice-chairman)
265,000
250,000
100,000
35,000
20,000
325,000
250,000
100,000
35,000
20,000
325,000
250,000
100,000
35,000
20,000
10,000
10,000
10,000
260,000
210,000
325,000
210,000
325,000
210,000
210,000
210,000
210,000
Dividend equivalents on vested restricted
share units
Amount depending on (1) dividend paid and (2) number of vested
and unvested restricted share units held by the respective director
A more detailed description of the compensation principles currently in effect for our Board of Directors can be
found under “Board Meetings and Committees—Director Compensation Strategy.” The actual amounts paid to each
member of the Board of Directors for fiscal year 2015 are disclosed under “2015 Director Compensation” and in our Swiss
Compensation Report under the caption “Board of Directors’ Compensation.”
Proposal for Ratification of Maximum Aggregate Amount
The Board of Directors proposes that the shareholders ratify an amount of US$ 4,121,000 as the maximum
aggregate amount of compensation of the Board of Directors for the 2016/2017 Term. This amount is the maximum amount
that the Company can pay or grant to the members of the Board of Directors for the 2016/2017 Term. The proposed
aggregate maximum amount has been calculated based on the directors’ compensation elements as outlined above.
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The table below shows the aggregate compensation paid to our Board of Directors for the 2014/2015 Term, and
the shareholder-approved, maximum aggregate compensation payable to our Board of Directors for the 2015/2016 Term.
The 2014/2015 Term includes 11 non-employee directors, one of whom served as Chairman of the Board and one of whom
served as Vice-Chairman. The 2015/2016 Term includes 10 non-employee directors, one of whom served as Chairman of
the Board. Further, the table explains our proposal for the maximum aggregate amount of compensation for our Board of
Directors for the 2016/2017 Term. The maximum aggregate compensation for this proposal is unchanged from the
maximum aggregate compensation proposed for the 2015/2016 Term which was previously approved by our shareholders,
and includes consideration for 10 non-employee directors, of whom one will be Chairman and one of whom may be Vice-
Chairman.
Term of Office
2014 AGM-2015 AGM
(based on 11 non-employee
directors and the
assumptions
described above)
US$
1,617,550
2,232,690(3)
491,760
4,342,000
Term of Office
2015 AGM-2016 AGM
(based on 10 non-employee
directors and the
assumptions
described above)(1)
US$
1,510,000
2,365,000(4)
246,000
4,121,000
Term of Office
2016 AGM-2017 AGM
Proposed Maximum
Aggregate Amount(1)
US$
1,510,000
2,365,000(4)
246,000
4,121,000
Cash Retainers
Grant of Restricted Share Units(2)
Dividend Equivalents(5)
Total(6) (7)
(1) The cash retainer and the restricted share units include the compensation paid by Transocean Partners LLC
(“Transocean Partners”) to two of our directors for their role as directors of Transocean Partners LLC; each receives
a cash retainer and a grant of restricted share units of Transocean Partners units.
(2) Restricted share units are granted to each non-employee director annually. On the date of grant, the restricted share
units have an aggregate value equal to the US$ figures indicated in the table under “2015 Director Compensation”,
and the restricted share units vest on the date first to occur of (i) the first anniversary of the date of grant or (ii) the
Annual General Meeting next following the date of grant, subject to continued service through the vesting date.
Vesting of the restricted share units is not subject to any performance measures.
(3) Aggregate grant-date fair value under accounting standards for recognition of share-based compensation expense for
restricted share units granted to our non-employee directors, computed in accordance with FASB ASC Topic 718.
(4) Aggregate target amount.
(5) Dividend equivalents paid or to be paid during the respective terms of office on all vested restricted share units. (For
the 2016/2017 Term, the amount shown is based on the estimated number of unvested restricted share units that will
vest during the 2016/2017 Term. For an overview of our directors’ vested and unvested restricted share units, please
see Note 6—Share Ownership in the Company’s statutory financial statements for fiscal year 2015).
(6) Social security payments to be paid by the Company pursuant to applicable law are not included in the total amount.
(7) The proposal of the Board of Directors for ratification by our shareholders only relates to the maximum aggregate
amount of total compensation as shown in the “Total” row. The subtotals shown for each compensation category for
each Term are included for illustration purposes only.
The aggregate compensation paid to date and expected to be paid to the members of the Board of Directors during
the 2015/2016 Term is within the maximum aggregate amount approved by shareholders at the 2015 Annual General
Meeting. The actual payout and grants will be disclosed in our proxy statements for the 2017 and 2018 annual general
meetings, respectively, and the Swiss Compensation Reports for fiscal years 2016 and 2017, respectively.
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Recommendation
The Board of Directors recommends that you vote “FOR” this Agenda Item 11A.
11B
Ratification of the Maximum Aggregate Amount of Compensation of the Executive Management Team for
Fiscal Year 2017.
Proposal of the Board of Directors
The Board of Directors proposes that the shareholders ratify an amount of US$ 29,617,000 as the maximum
aggregate amount of compensation of the Executive Management Team for fiscal year 2017.
Explanation
As required by the Minder Ordinance and our Articles of Association, our shareholders are provided the
opportunity to vote on the maximum aggregate amount of compensation that can be paid or granted to the members of the
Executive Management Team for fiscal year 2017. The shareholder vote is of binding nature.
Executive Management Team Compensation Principles
The general principles of the compensation for the Executive Management Team are described in article 29b of
our Articles of Association.
We use a combination of cash and equity compensation to attract, motivate and retain leaders from the global
executive talent market within and outside our highly competitive industry and to achieve our objective of pay and
performance alignment by delivering the vast majority of our Executive Management Team’s compensation opportunity
as performance-based, ‘at-risk’ compensation. Our Executive Management Team’s compensation consists of (1) base
salary, (2) annual performance bonus, (3) long-term incentives, which may comprise grants of restricted share units,
performance share units and stock options and (4) other compensation, including Company contributions to savings and
pension plans, life insurance premiums, dividend equivalents on vested restricted share units, club membership dues,
expatriate assignment allowances and expatriate relocation pay.
Our Executive Management Team comprises our President and Chief Executive Officer, our Executive Vice
President and Chief Financial Officer, and our Executive Vice President and Chief Operating Officer.
For a detailed description of our compensation principles currently in effect for the Executive Management Team
(and our other Named Executive Officers who are not members of the Executive Management Team), please refer to the
section of this proxy statement under the caption “Compensation Discussion and Analysis.” We recommend that our
shareholders read our Articles of Association and the Compensation Discussion and Analysis to understand our Executive
Management Team compensation principles and process when considering this proposal. The actual amounts paid to each
member of the Executive Management Team for fiscal years 2013-2015 are disclosed in this proxy statement under the
caption “Executive Compensation—Summary Compensation Table,” and in our Swiss Compensation Report under the
caption ”Executive Management Team Compensation.”
In addition to this binding prospective vote on maximum Executive Management Team compensation,
shareholders have had the opportunity since 2011 under U.S. law to cast a retrospective advisory vote to approve the
compensation paid to our Named Executive Officers (including our Executive Management Team members) for the fiscal
year preceding the Annual General Meeting. Since 2011, our shareholders have consistently expressed their strong support
for the Company’s executive compensation principles. For fiscal years 2011, 2012, 2013 and 2014, the shareholder
approval levels have been 86%, 81%, 92% and 80%, respectively. Our shareholders are again provided the opportunity to
cast a retrospective advisory vote to approve the compensation paid to our Named Executive Officers (including our
Executive Management Team members) in fiscal year 2015, as is explained in detail in Agenda Item No. 10.
The proposed maximum aggregate amount of compensation for the Executive Management Team for fiscal year
2017 is derived substantially from the Company’s executive compensation principles receiving strong historical
shareholder support as noted above. Consistent with the Company’s historical practice in setting executive compensation,
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as reflected in the Compensation Discussion and Analysis, we anticipate that the aggregate amount actually paid to our
Executive Management Team members for fiscal year 2017 will be less than the proposed maximum aggregate amount.
Proposal for Ratification of Maximum Aggregate Amount
The Board of Directors proposes that the shareholders ratify an amount of US$ 29,617,000 as the maximum
aggregate amount of compensation of the Executive Management Team for fiscal year 2017. This amount is the maximum
amount that the Company can pay or grant to its members of the Executive Management Team for fiscal year 2017, subject
to the authority of the Board of Directors to grant or pay a “supplementary amount” pursuant to Article 29c of our Articles
of Association without additional shareholder ratification to persons who newly assume an Executive Management Team
function after the prospective vote at the 2016 Annual General Meeting.
The table below shows the maximum aggregate amount of compensation that could have been paid or granted in
the last fully completed fiscal year (fiscal year 2015) under our compensation principles and plans, the maximum aggregate
amount of compensation available to be paid or granted for the 2016 fiscal year under our compensation principles and
plans currently in effect, and our proposed maximum aggregate amount of compensation for fiscal year 2017.
The proposed maximum aggregate amount of compensation for fiscal year 2017 is based on our estimated
compensation levels and is unchanged from the maximum aggregate amount of compensation for 2016 fiscal year which
was approved by shareholders at last year’s Annual General Meeting.
Base Salary
Annual Performance Bonus(4)
Long-Term Incentives(5)
All Other Compensation(6)
Total(7)
Fiscal Year 2015
Maximum Payable(1)
US$
2,880,000(2)
6,257,000
15,762,500
3,467,500
28,367,000
Fiscal Year 2016
Maximum Payable(1)
US$
3,024,000(3)
6,570,000
16,483,000
3,540,000
29,617,000
Fiscal Year 2017
Proposed Maximum
Amount
US$
3,024,000
6,570,000
16,483,000
3,540,000
29,617,000
(1) Assuming that the base salary, the annual performance bonus and the all other compensation have been, or will be,
paid or granted at the maximum level as provided under our compensation principles and plans (e.g., in relation to the
annual performance bonus, assuming a payout of annual incentive bonuses at the maximum payout level of 200%).
In relation to the long-term incentive compensation, the fair value calculations are based on an assumed achievement
of performance targets at 100%; see note 5 below for further information.
(2) Reflects actual base salaries paid to our Executive Management Team.
(3) Reflects actual base salaries paid to, and base salaries for the remaining fiscal year to be paid to, our Executive
Management Team, based on base salary levels effective for fiscal year 2016.
(4) Based on individual target award opportunities and maximum payout at 200%. As further described under
“Compensation Discussion and Analysis—Annual Performance Bonus,” the potential payout ranges from 0% to 200%
of the individual target award opportunity. Maximum payout is only available upon achievement of superior
performance. Individual target award opportunities ranged, and will range, between 85% and 120% of the base salary,
depending on the level of responsibility.
(5) Based on target amounts and fair value calculations. With regard to performance-based long-term incentives such as
performance share units, the fair value calculations are based on an assumed achievement of performance targets at
100%. The actual number of shares to be allocated under such long-term incentive units will be determined in 2020
depending on performance achievement over a three-year performance cycle and may range between 0-200%.
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(6) Assumes that all compensation has been paid or granted at the maximum level as provided under our compensation
principles and plans. Social security payments to be paid by the Company pursuant to applicable law are not included
in the total amount.
(7) The proposal of the Board of Directors for ratification by our shareholders only relates to the maximum aggregate
amount of total compensation as shown in the “Total” row. The subtotals shown for each compensation category for
each fiscal year are included for illustration purposes only.
We anticipate that the aggregate amount actually paid to our Executive Management Team for fiscal year 2017
will be less than the proposed maximum aggregate amount. Actual compensation paid to our Executive Management Team
for fiscal year 2015 was US$ 18,242,593 (on the basis of the grant-date fair values of the long-term incentive grants for
fiscal year 2015), compared to a maximum amount payable under our compensation plans and principles of
US$ 28,367,000. Notwithstanding that we anticipate that the aggregate amount actually paid to our Executive Management
Team for fiscal year 2017 will be less than the proposed maximum aggregate amount, we request our shareholders approve
the proposed maximum aggregate amount. This is because we want to ensure that the authorized compensation is set at a
level that allows us to honor our compensation obligations and promises under our compensation principles and plans if
the Executive Management Team, or its individual members, deliver superior performance and achieve all of the
performance objectives at the maximum performance level.
The actual payout and grants will be disclosed in the proxy statement for our 2018 annual general meeting and
the Swiss Compensation Report for fiscal year 2017.
Recommendation
The Board of Directors recommends that you vote “FOR” this Agenda Item 11B.
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Corporate Governance
We are committed to upholding high standards of corporate governance and business conduct and believe that we
have maintained good corporate governance practices for many years.
In February 2011, the Board of Directors adopted a Code of Integrity that updated and replaced our previous Code
of Business Conduct and Ethics. We regularly review and, as necessary, update our Code of Integrity. We conduct online
mandatory training for our employees and officers on our Code of Integrity and other relevant compliance topics. We also
require all our officers and managerial and supervisory employees to certify compliance with our Code of Integrity each
year and to proactively report any non-compliance they may discover.
The Corporate Governance Committee of the Board of Directors evaluates the Company’s and the Board of
Directors’ governance practices and formally reviews all committee charters along with recommendations from the various
committees of the Board of Directors and the Board of Directors’ governance principles at least annually. The Corporate
Governance Committee receives updates at each meeting regarding new developments in the corporate governance arena.
Our committee charters also require, among other things, that the committees and the Board of Directors annually evaluate
their own performance.
Director Share Holding Requirement. We have equity ownership guidelines for directors that require each current
non-management director to acquire and retain a number of our shares, restricted share units and/or deferred units at least
equal in value to an amount five times the director’s annual cash retainer. Each new director is required to acquire and
retain such number of shares, restricted share units and/or deferred units over his or her initial five years as a director.
Jeremy D. Thigpen, our President and Chief Executive Officer, is subject to separate officer share ownership guidelines
providing for a more stringent requirement of six times his base pay. In connection with such ownership requirement, the
Board of Directors currently grants restricted share units to each of our non-management directors. See “Compensation
Discussion and Analysis” for more information about these guidelines.
Restrictions on Pledging, Hedging and Margin Accounts. Pursuant to our Insider Trading Policy, employees,
officers and directors are restricted from pledging, hedging or holding shares in a margin account.
Our current governance documents may be found on our website at www.deepwater.com under “Investor
Relations—Governance.” Among the information you can find there is the following:
• Articles of Association;
• Organizational Regulations;
• Corporate Governance Guidelines;
• Audit Committee Charter;
• Corporate Governance Committee Charter;
• Compensation Committee Charter;
• Finance Committee Charter;
• Health Safety and Environment Committee Charter;
• Our Mission Statement;
• Our FIRST Shared Values; and
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• Code of Integrity.
Information contained on our website is not part of this proxy statement. We will continue to monitor our
governance practices and update policies and procedures, as appropriate, in order to maintain our high standards.
Board Leadership. Except during extraordinary circumstances, the Board of Directors has chosen not to combine
the positions of Chief Executive Officer and Chairman of the Board. The Board believes that separating these positions
allows our Chief Executive Officer to focus on our day-to-day business, while our Chairman of the Board presides over
the Board as it provides advice to, and independent oversight of, management and the Company’s operations. The Board
recognizes the time, effort, and energy that our Chief Executive Officer is required to devote to his position and the
additional commitment the position of Chairman of the Board of Directors requires. The Board of Directors believes that
having separate positions and having an independent outside director serve as Chairman of the Board of Directors is the
appropriate leadership structure for us at this time and demonstrates our commitment to good corporate governance.
However, following Mr. Newman’s resignation as Chief Executive Officer of the Company and resignation from the Board
of Directors in February 2015, Ian C. Strachan served in a dual capacity as Chairman of the Board of Directors and Interim
Chief Executive Officer until the Company named Jeremy D. Thigpen as President and Chief Executive Officer. The
Company intends to continue its practice of separating the positions of Chief Executive Officer and Chairman of the Board
for the reasons identified above.
Risk Management. Executive management is responsible for the day-to-day management of the risks we face,
while the Board of Directors, as a whole and through its various committees, has responsibility for the oversight of risk
management for the Company. Through their oversight role and their review of management’s active role, the directors
satisfy themselves that the risk management processes designed and implemented by management (as more particularly
described below) are adapted to and integrated with the Company’s corporate strategy, are functioning as designed and
that steps are taken to foster a culture in which each employee understands his or her impact on the assessment and
management of risk, his or her responsibility for acting within appropriate limits, and his or her ultimate accountability.
The Company has undertaken an extensive review and improvement of its Enterprise Risk Management (“ERM”)
process and has implemented an ERM framework, which includes an executive risk management committee and a risk
committee working group. The executive risk management committee is composed of members of senior management,
including our Chief Executive Officer and other members of management in key functions and selected divisions of the
Company. The duties of the executive risk management committee include the following: reviewing and approving
appropriate changes to the Company’s policies and procedures regarding risk management; identifying and assessing
operational, commercial, strategic, financial, macroeconomic and geopolitical risks facing the Company; identifying risks
and taking corrective actions, if appropriate; monitoring key indicators to assess the effectiveness and adequacy of the
Company’s risk management activities; and communicating with the Board of Directors at least once a year with respect
to risk management. The executive risk management committee and/or members of management present a report on risk
management activities to the Board of Directors at least annually. The risk committee working group meets regularly and
identifies risks facing the Company, makes an assessment of each risk, identifies preventive and mitigating controls and
then makes recommendations for improvement opportunities to the Board of Directors or our Chief Executive Officer, as
appropriate.
Compensation and Risk. We regularly assess risks related to our compensation programs, including our executive
compensation programs, and do not believe that the risks arising from our compensation policies and practices are
reasonably likely to have a material adverse effect on the Company. The Compensation Committee reviews information
and solicits input from an independent compensation consultant regarding compensation factors, which could mitigate or
encourage excessive risk-taking. In its review in 2015, the Compensation Committee considered the attributes of our
programs, including the metrics used to determine incentive awards, the weight of each metric, the timing and processes
for setting performance targets and validating results, the performance measurement periods and time horizons, the total
mix of pay and the maximum compensation and incentive award payout opportunities.
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Independence of Board Members. Our Corporate Governance Guidelines require that at least a majority of the
members of the Board of Directors meet the independence standards set by the NYSE. In order to meet the NYSE’s
independence standards, a member of the Board of Directors must not have a relationship with the Company that falls
within certain objective categories established by the NYSE. In addition, the Board of Directors must then affirmatively
determine, with respect to each director and nominee, that he or she did not otherwise have a material relationship with the
Company.
The Board of Directors has determined that all of its current members, with the exception of Jeremy D. Thigpen
(our President and Chief Executive Officer), are independent and meet the applicable independence standards set by the
NYSE, the SEC and our guidelines. Accordingly, our Compensation, Audit and Corporate Governance Committees are
composed solely of directors who meet the NYSE and SEC independence standards.
In making its independence determinations, the Board of Directors considered the fact that, while such
relationships do not preclude independence under the NYSE and SEC rules or the Company’s guidelines, Glyn A. Barker,
Chadwick C. Deaton, Vincent J. Intrieri, Samuel J. Merksamer, Merrill A. “Pete” Miller, Jr. and Tan Ek Kia are, or within
the past three years have been, directors or officers of companies with which we conduct business in the ordinary course.
In addition, Edward R. Muller’s son has been working as an associate attorney at Munger, Tolles & Olson LLP, a law firm
that provides legal services to the Company.
Since 2012, Mr. Barker has served as a non-executive director of Aviva plc, a company that provides insurance
related services to the Company. Additionally, since July 2014, Mr. Barker has served as a director and member (and until
July 2015 as chairman) of the audit committee, and since July 2015, as chairman of the board of directors of, Transocean
Partners LLC, a publicly-held subsidiary of Transocean Ltd. to which we provide operating, support and administrative
services, in addition to being the majority unitholder.
In 2013, Mr. Deaton resigned from his position as executive chairman of Baker Hughes Incorporated, from which
the Company purchases drilling equipment and services. Since 2010, Mr. Deaton has served as a non-executive director
of Air Products and Chemicals, Inc., from which the Company rented and purchased rig related products and equipment.
Further, since 2014, Mr. Deaton has served as a non-executive director of Marathon Oil Corporation, from which we
receive revenues for performing services.
In addition to his affiliation with Carl Icahn and certain investment funds managed by Mr. Icahn, from 2013 to
2015, Mr. Merksamer served as a non-executive director of Talisman Energy, from which we received revenues for
performing services, and, beginning in 2014, Mr. Merksamer has served as a director of Hertz Global Holdings, Inc., from
subsidiaries of which the Company procures car rental services. In February 2016, American International Group, Inc.
announced that Mr. Merksamer will be nominated as non-executive director of American International Group, Inc. for
election at its 2016 annual meeting of shareholders. American International Group, Inc. is a company that provides
insurance-related services to the Company. As with Mr. Barker, Mr. Merksamer joined the board of directors of
Transocean Partners LLC in 2014.
In addition to his affiliation with Carl Icahn and certain investment funds managed by Mr. Icahn, since 2014, Mr.
Intrieri has served as a director of Hertz Global Holdings, Inc.
Since 2010, Mr. Tan has served as a non-executive director of Keppel Corporation, which provides the Company
with services related to rig construction and shipyard work.
From 2001 to 2014, Mr. Miller served as President & Chief Executive Officer of National Oilwell Varco, Inc.,
from which the Company regularly purchases drilling equipment and services. Mr. Miller currently serves as the executive
chairman of NOW Inc. from which the Company regularly purchases drilling equipment and services.
The Board of Directors believes that all of these transactions were on arm’s-length terms that were reasonable
and competitive. Accordingly, the Board of Directors concluded that these relationships have no effect on the independence
of these directors. Because of our extensive operations, transactions and director relationships, transactions of this nature
are expected to take place in the ordinary course of business in the future.
P-30
Executive Sessions. Our independent directors met in executive session without management at each of the
regularly scheduled Board of Directors meetings held in 2015. During 2016, they are again scheduled to meet in executive
session at each regularly scheduled Board of Directors meeting. The independent directors generally designate the
Chairman of the Board of Directors to act as the presiding director for executive sessions.
Director Nomination Process. The Board of Directors has designated the Corporate Governance Committee as
the committee authorized to consider and recommend nominees for the Board of Directors. The Board of Directors believes
that all members of the Corporate Governance Committee meet the NYSE independence requirements.
Our Corporate Governance Guidelines provide that the Corporate Governance Committee should periodically
assess the needs of our Company and the Board of Directors, so as to recommend candidates who will further our goals.
In making that assessment, the Corporate Governance Committee has determined that a recommended nominee must have
the following minimum qualifications:
•
•
•
•
high professional and personal ethics and values;
a record of professional accomplishment in his/her chosen field;
relevant expertise and experience; and
a reputation, both personal and professional, consistent with our Shared Values.
In addition to these minimum qualifications, the Corporate Governance Committee considers other qualities in
nominees that may be desirable. In particular, the Board of Directors is committed to having a majority of independent
directors and, accordingly, the Corporate Governance Committee evaluates the independence status of any potential
director. The Corporate Governance Committee evaluates whether or not a candidate contributes to the Board of Directors’
overall diversity and whether or not the candidate can contribute positively to the existing chemistry and collaborative
culture among the Board members. Also, the Corporate Governance Committee considers whether or not the candidate
may have professional or personal experiences and expertise relevant to our business, such as expertise in the industry and
in critical health, safety and environmental matters, and position as the leading international provider of offshore drilling
services.
As described above, in accordance with the majority vote provisions of our Corporate Governance Guidelines,
the Board of Directors may nominate only those candidates for director who have submitted an irrevocable letter of
resignation, which would be effective upon and only in the event that (1) such nominee fails to receive more votes cast
“FOR” than “AGAINST” his or her election in an uncontested election and (2) the Board of Directors accepts the
resignation. The Board of Directors will also request a statement from any person nominated as a director by anyone other
than the Board of Directors as to whether that person will also submit an irrevocable letter of resignation upon the same
terms as a person nominated by the Board of Directors. An uncontested election occurs in an election of directors that does
not constitute a contested election. A contested election for purposes of the Corporate Governance Guidelines occurs when
(i) the Secretary of the Company receives a notice that a shareholder has nominated a person for election to the Board of
Directors in compliance with the advance notice requirements for shareholder nominees for director set forth in our Articles
of Association and (ii) such nomination has not been withdrawn by such shareholder on or prior to the day next preceding
the date the Company first mails its notice of meeting for such meeting to the shareholders.
The Corporate Governance Committee has several methods of identifying Board of Directors candidates. First,
the Corporate Governance Committee considers and evaluates annually whether each director nominee is qualified to be
nominated for election or reelection to the Board of Directors. Second, the Corporate Governance Committee requests
from time-to-time that its members and the other Board members identify possible candidates for any vacancies or potential
vacancies. Third, the Corporate Governance Committee has the authority to retain one or more executive search firms to
aid in its search. Each executive search firm assists the Corporate Governance Committee in identifying potential Board
of Directors candidates, interviewing those candidates and conducting investigations relative to their background and
qualifications.
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The Corporate Governance Committee considers nominees for director recommended by our shareholders.
Recommendations may be submitted in writing, along with:
•
•
•
•
•
•
•
•
•
the name of and contact information for the candidate;
a statement detailing the candidate’s qualifications and business and educational experience;
information regarding the qualifications and qualities described under “Director Nomination Process” above;
a signed statement of the proposed candidate consenting to be named as a candidate and, if nominated and
elected, to serve as a director;
a signed irrevocable letter of resignation from the proposed candidate that, in accordance with our Corporate
Governance Guidelines, would be effective upon and only in the event that (1) in an uncontested election,
such candidate fails to receive more votes cast “FOR” than “AGAINST” his or her election and (2) the Board
of Directors accepts the resignation;
a statement that the writer is a shareholder and is proposing a candidate for consideration by the Corporate
Governance Committee;
a statement detailing any relationship between the candidate and any customer, supplier or competitor of
ours;
financial and accounting experience of the candidate, to enable the Corporate Governance Committee to
determine whether the candidate would be suitable for Audit Committee membership; and
detailed information about any relationship or understanding between the proposing shareholder and the
candidate.
Shareholders may submit nominations to our Corporate Secretary, Transocean Ltd., Turmstrasse 30, CH-6300
Zug, Switzerland. Unsolicited recommendations must contain all of the information that would be required in a proxy
statement soliciting proxies for the election of the candidate as a director. The extent to which the Corporate Governance
Committee dedicates time and resources to the consideration and evaluation of any potential nominee brought to its
attention depends on the information available to the Corporate Governance Committee about the qualifications and
suitability of the individual, viewed in light of the needs of the Board of Directors, and is at the Corporate Governance
Committee’s discretion. The Corporate Governance Committee evaluates the desirability for incumbent directors to
continue on the Board of Directors following the expiration of their respective terms, taking into account their contributions
as Board members and the benefit that results from the increasing insight and experience developed over a period of time.
Although the Corporate Governance Committee will consider candidates for director recommended by shareholders, it
may determine not to recommend that the Board of Directors, and the Board of Directors may determine not to, nominate
those candidates for election to the Board of Directors.
In addition to recommending director nominees to the Corporate Governance Committee, any shareholder may,
in compliance with applicable requirements, nominate directors for election at annual general meetings of the shareholders.
For more information on this topic, see “Other Matters—Proposals of Shareholders.”
Executive and Director Compensation Process. Our Compensation Committee has established an annual process
for reviewing and establishing executive compensation levels. An outside consultant, Pay Governance LLC, retained by
the Compensation Committee has provided the Compensation Committee with relevant market data and alternatives to
consider in determining appropriate compensation levels for each of our executive officers. Pay Governance has served as
the Compensation Committee’s outside consultant since February 2011. Our Chief Executive Officer also assists the
Compensation Committee in the executive compensation setting process. For a more thorough discussion of the roles,
responsibilities and process we use for setting executive compensation, see “Compensation Discussion and Analysis.”
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Director compensation is set by the Board of Directors upon a recommendation from the Compensation
Committee. Since 2015, director compensation is also subject to shareholder approval at the Company’s annual general
meetings. Each calendar year, the Compensation Committee reviews the compensation paid to our directors to be certain
that it is competitive in attracting and retaining qualified directors. The Compensation Committee has used its outside
consultant to gather data regarding director compensation at (1) certain similar size companies in the general industry, as
well as (2) the same peer group of companies generally utilized in the consideration of executive compensation, as set
forth in the “Compensation Discussion and Analysis.” Based upon its review of the data and its own judgment, the
Compensation Committee develops a recommendation for consideration by the Board of Directors. If serving as director
on the Board of Directors, our Chief Executive Officer receives no additional compensation for such service.
Process for Communication by Shareholders and Interested Parties with the Board of Directors. The Board of
Directors has established a process whereby interested parties may communicate with the Board of Directors and/or with
any individual director. Interested parties, including shareholders, may send communications in writing, addressed to the
Board of Directors or an individual director, c/o the Corporate Secretary, Transocean Ltd., Turmstrasse 30, CH-6300 Zug,
Switzerland. The Corporate Secretary will forward these communications as appropriate to the addressee depending on
the facts and circumstances outlined in the communication. The Board of Directors has directed the Corporate Secretary
not to forward certain items such as spam, junk mailings, product inquiries, resumes and other forms of job inquiries,
surveys and business solicitations. Additionally, the Board of Directors has advised the Corporate Secretary not to forward
material that is illegal or threatening, but to make the Board of Directors aware of such material which it may request be
forwarded, retained or destroyed at the Board of Directors’ discretion.
Policies and Procedures for Approval of Transactions with Related Persons. The Board of Directors has a written
policy with respect to related person transactions pursuant to which such transactions are reviewed, approved or ratified.
The policy applies to any transaction in which (1) the Company is a participant, (2) any related person has a direct or
indirect material interest and (3) the amount involved exceeds $120,000, but excludes any transaction that does not require
disclosure under Item 404(a) of Regulation S-K. The Audit Committee, with assistance from the Company’s General
Counsel, is responsible for reviewing, approving and/or ratifying any related person transaction.
To identify related person transactions, each year we distribute and require our directors and officers to complete
questionnaires identifying transactions with us in which the officer or director or their immediate family members have an
interest. Quarterly, our directors and officers must re-affirm in writing that the information previously provided in their
questionnaires remains accurate and complete, and provide updates regarding any related person relationships that may
have arisen. Our Code of Integrity further requires that an executive officer inform the Company when the executive
officer’s private interest interferes or appears to interfere in any way with our interests. In addition, the Board of Directors’
Corporate Governance Guidelines require that a director immediately must inform the Board of Directors or the Chairman
of the Board of Directors in the event that a director believes that the director has an actual or potential conflict with our
interests. Furthermore, under our Organizational Regulations, a director must disclose and abstain from voting with respect
to certain conflicts of interest.
Under our related persons transaction policy, the Audit Committee considers all relevant facts and circumstances
available, including the related persons involved, their relationship to the Company, their interest and role in the
transaction, the proposed terms of the transaction (including expected aggregate value and value to be derived by the
related person), the benefits to the Company, the availability to the Company of alternative means or transactions to obtain
like benefits and the terms that would prevail in a similar transaction with an unaffiliated third party. For related person
transactions that do not receive prior approval from the Audit Committee, the transactions are submitted to the Audit
Committee to consider all relevant facts and circumstances and, based on its conclusions, evaluate all options, including,
but not limited to, ratification, amendment or termination of the transaction. Since the beginning of 2015, there were no
related person transactions where such policies and procedures were not followed.
Certain Relationships and Related Party Transactions. From 2001 to 2014, Mr. Miller served as president &
chief executive officer of National Oilwell Varco, Inc. (NYSE: NOV). Mr. Miller currently serves as the executive
chairman of NOW Inc. (NYSE: DNOW). We regularly procure equipment and services from National Oilwell Varco, Inc.
and its affiliates (together “NOV”) and NOW Inc., each at arm’s length terms and within the ordinary course of business.
In 2015, our purchasing activity with NOV and NOW Inc. represented less than 2% of each company’s reported gross
revenues for such periods.
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Director Attendance at Annual General Meeting. We expect all of our directors to attend the 2016 Annual General
Meeting. At the 2015 Annual General Meeting, all directors then serving on the Board of Directors were in attendance.
Board Meetings and Committees
During 2015, the Board of Directors of Transocean Ltd. held seven meetings. The Board of Directors and the
committees of the Board of Directors met at least once a quarter and the quarterly meetings generally occurred over a
period of two days. Each of our directors attended at least 80% of the meetings following their election, including meetings
of committees on which the director served.
The Board of Directors has standing Audit, Compensation, Finance, Corporate Governance, and Health Safety
and Environment Committees. As noted above, the charters for these committees may be found on our website at
www.deepwater.com under “Investor Relations—Governance.” In addition, the Board of Directors may from time to time
form special committees to consider particular matters that arise.
Compensation Committee. The purpose of the Compensation Committee is to assist the Board of Directors in
(1) developing an appropriate compensation program and benefit package for (a) members of the Executive Management
Team, (b) persons defined as “officers” pursuant to section 16(a) of the Exchange Act, and (c) any other person whose
compensation is required to be disclosed by applicable securities laws and regulations (collectively, the “Specified
Executives”) and members of the Board of Directors; and (2) complying with the Board of Directors’ legal and regulatory
requirements as to Board member and Specified Executive compensation in order to facilitate the Company’s ability to
attract, retain and motivate qualified individuals in a system that aligns compensation with the Company’s business
performance. The authority and responsibilities of the Compensation Committee include, among others, the following:
•
•
•
•
•
•
•
•
•
annually review and recommend to the Board of Directors for submission to and ratification by the
shareholders pursuant to Swiss law and our Articles of Association the maximum aggregate amount of
compensation of the Board of Directors and the Executive Management Team for the relevant period;
annually review and approve the compensation paid to members of the Board of Directors and Specified
Executives;
select appropriate peer groups and market reference points against which the Company’s Board of Directors
and executive compensation is compared;
annually recommend focus areas for our Chief Executive Officer for approval by members of our Board of
Directors who meet our independence and experience requirements;
annually review, with participation of our full Board of Directors, our Chief Executive Officer’s performance
in light of our established focus areas;
annually set our Chief Executive Officer’s compensation based, as appropriate, upon his performance
evaluation together with competitive data and subject to shareholder ratification requirements pursuant to our
Articles of Association and applicable law;
administer our Long-Term Incentive Plans, Performance Award and Cash Bonus Plan, Deferred
Compensation Plan, and any other compensation plans or arrangements providing for benefits primarily to
members of the Board of Directors and executive officers in accordance with goals and objectives established
by the Board of Directors, the terms of the plans, and any applicable rules and regulations;
consider and make recommendations to the Board of Directors, with guidance from an outside compensation
consultant, concerning the existing Board of Directors and executive compensation programs and changes to
such programs;
consider, with guidance from an outside compensation consultant, and approve the material terms of any
employment, severance, termination or other similar arrangements (to the extent permitted by applicable law
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and our Articles of Association) that may be entered into with members of the Board of Directors and
Specified Executives; provided, however, that the Compensation Committee shall not recommend and the
Board of Directors shall not authorize “single-trigger” change of control agreements for any of our officers
or directors;
assess the risks, with the assistance of external resources as the Compensation Committee deems appropriate,
of the Company’s compensation arrangements applicable to members of the Board of Directors and the
Specified Executives; and
retain and approve the fees of legal, accounting or other advisors, including any compensation consultant,
employed by the Committee to assist it in the evaluation of executive and director compensation.
•
•
See “Compensation Discussion and Analysis” for a discussion of additional responsibilities of the Compensation
Committee.
The Compensation Committee may delegate specific responsibilities to one or more individual committee
members to the extent permitted by law, NYSE listing standards and the Compensation Committee’s governing documents.
The Compensation Committee may delegate all or a portion of its powers and responsibilities with respect to the
compensation plans and programs described above and in our “Compensation Discussion and Analysis” to one or more of
our management committees; provided, that the Compensation Committee retains all power and responsibility with respect
to awards granted to our Board members and executive officers. The Chief Executive Officer has been delegated authority
to grant equity awards under the Company’s Long-Term Incentive Plans to new and existing employees of the Company,
excluding executive officers and other officers above the Vice President level, provided that such awards shall not exceed
$5,000,000 in grant value per calendar year in aggregate and no such individual award shall exceed $350,000 in grant
value.
The Compensation Committee has delegated to a subcommittee composed of its chairman and at least one
additional committee member the authority to approve interim compensation actions resulting from promotions,
competitive realignment, or the hiring of new executive officers (excluding the Chief Executive Officer), including but not
limited to establishing annual base salary, annual bonus targets, long-term bonus targets and the grant of equity awards,
subject to any required vote of the shareholders. The Compensation Committee has also delegated authority to the Chief
Executive Officer to, upon termination of service of an employee of the Company (excluding executive officers and other
officers at or above the Senior Vice President level), accelerate vesting of awards granted under the Company’s Long-Term
Incentive Plan and to extend exercisability of options for a period of up to one year, but not beyond the original exercise
period. The Compensation Committee has further delegated authority to the Chief Executive Officer to determine whether
an individual is disabled and/or to set applicable criteria for making such determination for purposes of the Company’s
Long-Term Incentive Plan. The Compensation Committee is notified of compensation actions made by the Chief Executive
Officer or the subcommittee at the meeting following the end of each calendar quarter in which such actions are taken.
The current members of the Compensation Committee are Mr. Tan, Chairman, and Messrs. Curado, Intrieri and
McNamara. The Compensation Committee met seven times during 2015.
Finance Committee. The Finance Committee approves our long-term financial policies, insurance programs and
investment policies. It also makes recommendations to the Board of Directors concerning the Company’s dividend policy,
securities repurchase actions, the issuance and terms of debt and equity securities and the establishment of bank lines of
credit. In addition, the Finance Committee approves the creation, termination and amendment of certain of our employee
benefit programs and periodically reviews the status of these programs and the performance of the managers of the funded
programs.
The current members of the Finance Committee are Mr. Muller, Chairman, Ms. Chang and Messrs. Barker and
Merksamer. The Finance Committee met four times during 2015.
Corporate Governance Committee. The Corporate Governance Committee makes recommendations to the
Board of Directors with respect to the nomination of candidates for election to the Board of Directors, how the Board of
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Directors functions and how the Board of Directors should interact with shareholders and management. It reviews the
qualifications of potential candidates for the Board of Directors, coordinates the self-evaluation of the Board of Directors
and committees and proposes to the Board of Directors candidates to stand for election at the next general meeting of
shareholders.
The current members of the Corporate Governance Committee are Mr. McNamara, Chairman, and
Messrs. Deaton and Intrieri. The Corporate Governance Committee met five times during 2015.
Health Safety and Environment Committee. The Health Safety and Environment Committee assists the Board of
Directors in fulfilling its responsibilities to oversee the Company’s management of risk in the areas of health, safety and
the environment. The Health Safety and Environment Committee reviews and discusses with management the status of
key environmental, health and safety issues. Additionally, the Health Safety and Environment Committee regularly
evaluates Company policies, practices and performance related to health, safety and environmental issues and guides
strategy decisions to promote company goals and compliance with applicable rules and regulations. Beginning in 2013,
the Health Safety and Environment Committee assumed additional responsibility to oversee the Company’s
implementation of certain requirements of the Consent Decree by and among the U.S. Department of Justice and certain
of the Company’s affiliates. The Health Safety and Environment Committee has required the Company to provide, and
will review, regular reports regarding compliance with all aspects of the Consent Decree.
The current members of the Health Safety and Environment Committee are Mr. Deaton, Chairman, and
Messrs. Merksamer, Muller and Tan. The Health Safety and Environment Committee met four times during 2015.
Audit Committee. The Audit Committee is responsible for recommending the selection, retention and termination
of our independent registered public accountants and our auditor pursuant to the Swiss Code of Obligations to the Board
of Directors and to our shareholders for their approval at a general meeting of shareholders. The Audit Committee is
directly responsible for the compensation and oversight of our independent registered public accountants and our auditor
pursuant to the Swiss Code of Obligations. The Audit Committee further advises as necessary in the selection of the lead
audit partner. The Audit Committee also monitors the integrity of our financial statements and the independence and
performance of our auditors and their lead audit partner and reviews our financial reporting processes. The Audit
Committee reviews and reports to the Board of Directors the scope and results of audits by our independent registered
public accounting firm, our auditor pursuant to the Swiss Code of Obligations and our internal auditing staff and reviews
the audit and other professional services rendered by the accounting firm. It also reviews with the accounting firm the
adequacy of our system of internal controls. It reviews transactions between us and our directors and officers for disclosure
in the proxy statement, our policies regarding those transactions and compliance with our business ethics and conflict of
interest policies.
The Board of Directors requires that all members of the Audit Committee meet the financial literacy standard
required under the NYSE rules and that at least one member qualifies as having accounting or related financial management
expertise under the NYSE rules. In addition, the SEC has adopted rules requiring that we disclose whether or not the Audit
Committee has an “audit committee financial expert” as a member. An “audit committee financial expert” is defined as a
person who, based on his or her experience, possesses all of the following attributes:
•
•
•
•
•
an understanding of generally accepted accounting principles and financial statements;
the ability to assess the general application of such principles in connection with the accounting for estimates,
accruals, and reserves;
experience preparing, auditing, analyzing or evaluating financial statements that present a breadth of
complexity of accounting issues that are generally comparable to the breadth and level of complexity of
issues that can reasonably be expected to be raised by our financial statements, or experience actively
supervising one or more persons engaged in such activities;
an understanding of internal control over financial reporting; and
an understanding of audit committee functions.
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The person must have acquired such attributes through one or more of the following:
•
•
•
•
education and experience as a principal financial officer, principal accounting officer, controller, public
accountant or auditor or experience in one or more positions that involve the performance of similar
functions;
experience actively supervising a principal financial officer, principal accounting officer, controller, public
accountant, auditor or person performing similar functions;
experience overseeing or assessing the performance of companies or public accountants with respect to the
preparation, auditing or evaluation of financial statements; or
other relevant experience.
The current members of the Audit Committee are Mr. Barker, Chairman, Ms. Chang and Mr. Curado. The Audit
Committee met eight times during 2015.
The Board of Directors has reviewed the criteria set by the SEC and determined that each of the current members
of the Audit Committee is “financially literate” and qualifies as an “audit committee financial expert.” In addition, the
Board of Directors has determined that each of the current members of the Audit Committee qualifies under NYSE rules
as having accounting or related financial management expertise. Mr. Barker is a chartered accountant, served as an audit
partner in an accounting firm and served as the Vice Chairman-U.K. of PricewaterhouseCoopers LLP from 2008 to 2011.
Ms. Chang was previously partner in charge of Corporate Finance for KPMG Peat Marwick LLP. Mr. Curado has served
as President and Chief Executive Officer of Embraer S.A. since 2007 and has significant risk management and compliance
experience.
In addition to Ms. Chang’s membership on the Audit Committee, she also serves on the audit committees of Sykes
Enterprises, Incorporated, Edison International and certain funds advised by the Capital Group of Companies, Inc. and its
subsidiaries. Pursuant to NYSE rules, the Board of Directors has determined that Ms. Chang’s service on the audit
committees of such companies would not impair her ability to effectively serve on the Company’s Audit Committee.
Finally, NYSE rules restrict directors that have relationships with the Company that may interfere with the
exercise of their independence from management and the Company from serving on the Audit Committee. We believe that
the members of the Audit Committee have no such relationships and are therefore independent for purposes of NYSE
rules.
Director Compensation Strategy
Directors who are employees of the Company do not receive compensation for Board of Directors’ service. At
present, all of the directors except Mr. Thigpen, our President and Chief Executive Officer, are non-employees and receive
compensation for Board of Directors service.
We use a combination of cash and equity compensation to attract and retain qualified candidates to serve on the
Board of Directors. The Board of Directors believes that any compensation method should be weighted more toward
compensation in the form of equity in order to more closely align director compensation with shareholders’ interests.
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In 2015, non-employee director compensation included the following fixed components:
Annual Retainer—non-employee Director
Annual Retainer—non-employee Vice Chairman(1)
Annual Retainer—non-employee Chairman(2)
Additional Annual Retainer for Committee Chairmen
Audit Committee
Compensation Committee
Corporate Governance Committee, Finance Committee and Health Safety
$ 100,000
$ 250,000
$ 325,000
$
$
35,000
20,000
and Environment Committee
10,000
Grant of Restricted Share Units—non-employee Directors and Vice Chairman(3) $ 210,000
Grant of Restricted Share Units—non-employee Chairman(4)
$ 325,000
$
(1) Mr. Miller served as non-employee Vice Chairman until May 15, 2015. Currently, the Company does not have any
director serving in a Vice Chairman role.
(2)
In May 2015, the annual retainer for the non-employee Chairman was increased from $265,000 to $325,000 for the
compensation period from the Company’s 2015 Annual General Meeting to the Company’s 2016 Annual General
Meeting (“2015/2016 Compensation Period”).
(3) Restricted share units are granted to each non-employee director annually and have an aggregate value equal to
$210,000, based upon the average of the high and low sales prices of our shares for each of the 10 trading days
immediately prior to the date of grant. The restricted share units vest on the date first to occur of (1) the first
anniversary of the date of grant or (2) the Annual General Meeting next following the date of grant, subject to
continued service through the vesting date. Vesting of the restricted share units is not subject to any performance
measures.
(4)
In May 2015, the aggregate value of units granted to the non-employee Chairman was increased from $260,000 to
$325,000 for the 2015/2016 Compensation Period.
In addition, we pay or reimburse our directors’ travel and incidental expenses incurred for attending Board of
Directors, committee and shareholder meetings and for other Company business-related purposes.
2015 Director Compensation
In 2015, each non-employee member of the Board of Directors received the compensation described above.
At the Board of Directors meeting held immediately after the 2015 Annual General Meeting of our shareholders,
the Board of Directors granted 10,836 restricted share units to each non-employee director (other than the Chairman) and
16,770 restricted share units to the non-employee Chairman in aggregate value equal to $210,000 and $325,000,
respectively, based upon the average of the high and low sales prices of our shares for the 10 trading days immediately
prior to the date of grant (calculated at $19.38 per share). Each non-employee director is required to acquire and retain a
number of our shares and/or restricted share units at least equal in value to an amount five times the annual director retainer.
Each non-employee director’s vested restricted share units generally are not settled until the non-employee director’s
service with the Company ends.
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The following summarizes the compensation of our non-employee directors for 2015.
Name
Ian C. Strachan(4)
Glyn A. Barker
Vanessa C. L. Chang
Frederico F. Curado
Chadwick C. Deaton
Vincent J. Intrieri
Martin B. McNamara
Samuel J. Merksamer
Merrill A. “Pete” Miller, Jr.
Edward R. Muller
Tan Ek Kia
Fees
Earned
or Paid
in Cash
($)
132,500
135,000
100,000
100,000
110,000
100,000
110,000
100,000
297,184
110,000
120,000
Stock
Awards(1)(2)
($)
—
225,280
225,280
225,280
225,280
225,280
225,280
225,280
348,648
225,280
225,280
All Other
Compensation(3)
Total
($)
31,043 163,543
11,624 371,904
16,217 341,497
10,188 335,468
16,217 351,497
5,190 330,470
34,981 370,261
10,188 335,468
8,806 654,638
29,591 364,871
20,174 365,454
(1) This represents the aggregate grant-date fair value under accounting standards for recognition of share-based
compensation expense for restricted share units granted to our directors in 2015, computed in accordance with FASB
ASC Topic 718. For a discussion of the valuation assumptions with respect to these awards, please see Note 18 to our
consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015.
(2) The aggregate number of vested and unvested restricted share units, and stock appreciation rights (“SARs”), at
December 31, 2015, for each non-employee director was as follows: Mr. Barker, 9,703 vested restricted share units
and 10,836 unvested restricted share units; Ms. Chang, 15, 445 vested restricted share units and 10,836 unvested
restricted share units; Mr. Curado, 9,703 vested restricted share units and 10,836 unvested restricted share units;
Mr. Deaton, 15,445 vested restricted share units and 10,836 unvested restricted share units; Mr. Intrieri, 4,943 vested
restricted share units and 10,836 unvested restricted share units; Mr. McNamara, 33,315 vested restricted share units
and 10,836 unvested restricted share units; Mr. Merksamer, 9,703 vested restricted share units and 10,836 unvested
restricted share units; Mr. Miller, 4,892 vested restricted share units and 16,770 unvested restricted share units;
Mr. Muller, 7,640 SARs and 28,182 vested restricted share units and 10,836 unvested restricted share units; Mr. Tan,
19,213 vested restricted share units and 10,836 unvested restricted share units.
(3) Represents dividend equivalents paid during 2015 on all vested restricted share units.
(4) Mr. Strachan retired from the Board of Directors in connection with the 2015 Annual General Meeting. Mr. Strachan
served as Interim Chief Executive Officer in 2015 prior to the appointment of Mr. Thigpen as the Company’s President
and Chief Executive Officer.
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AUDIT COMMITTEE REPORT
Two primary roles of the Audit Committee are to (1) assist the Board of Directors in overseeing the key financial
and compliance related matters and (2) monitor integrity of the financial statements of the Company. While management
is responsible for the Company’s internal controls and the financial reporting process, in accordance with its Charter, the
Audit Committee encourages continuous improvement of and fosters adherence to the Company’s policies, procedures
and practices at all levels.
The Audit Committee is also directly responsible for the appointment, compensation, retention and oversight of
the independent registered public accounting firm, Ernst & Young LLP, and our auditor under the Swiss Code of
Obligations. Ernst & Young LLP has been the Company’s independent registered public accounting firm since 1993 and
is responsible for performing an independent audit of the Company’s financial statements in accordance with the standards
of the PCAOB. The Audit Committee considers the effectiveness of these processes and the independence of Ernst &
Young LLP on an on-going basis. A full description of the Audit Committee’s key functions is contained in the Company’s
Audit Committee Charter available at: www.deepwater.com/investor-relations/governance/committees/audit-committee.
As part of its oversight function for the year ended December 31, 2015, the Audit Committee:
• Reviewed and discussed the audited financial statements of the Company to be included in the Annual Report
with management, our internal auditors and Ernst & Young LLP;
• Discussed with Ernst & Young LLP the matters required to be discussed by the Statement on Auditing
Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the
Public Company Accounting Oversight Board in Rule 3200T;
•
In accordance with the Sarbanes-Oxley Act of 2002, which requires certifications by the Company’s chief
executive officer and chief financial officer in certain of the Company’s filings with the SEC, discussed the
review of the Company’s reporting and internal controls undertaken in connection with these certifications
with the Company’s management and independent registered public accounting firm;
• Reviewed and discussed with the Company’s management and independent registered public accounting firm
management’s report and Ernst & Young LLP’s report on internal control over financial reporting in
accordance with Section 404 of the Sarbanes-Oxley Act of 2002;
• Developed quarterly meeting agendas based on input from each Committee member, Ernst & Young LLP,
members of management and the Company’s internal audit function;
• Conducted regular meetings with our internal auditors and Ernst & Young LLP (with and without
management present) to discuss the overall scope and plans for future audits, results of examinations,
evaluations of internal controls and other material matters;
• Reviewed all non-audit services and engagements, service quality and working relationships with Ernst &
Young LLP; and
• Reviewed such other matters as it deemed appropriate, including other provisions of the Sarbanes-Oxley Act
of 2002 and rules adopted or proposed to be adopted by the SEC and the NYSE.
The Audit Committee also has received the written disclosures and the letter from Ernst & Young LLP regarding
the auditor’s independence pursuant to the applicable requirements of the Public Company Accounting Oversight Board
Ethics and Independence Rule 3526, and it has reviewed, evaluated and discussed the written disclosures with that firm
and its independence from the Company. The Audit Committee further has discussed with management of the Company
and the independent registered public accounting firm such other matters and received such assurances from them as it
deemed appropriate.
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Based on the foregoing review and discussions and relying thereon, the Audit Committee recommended to the
Company’s Board of Directors the inclusion of the Company’s audited financial statements for the year ended
December 31, 2015, in the Company’s Annual Report on Form 10-K for such year filed with the SEC.
Members of the Audit Committee:
Glyn A. Barker, Chairman
Vanessa C.L. Chang
Frederico F. Curado
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Listed below are the only persons who, to the knowledge of the Company, may be deemed to be beneficial owners,
as of March 1, 2016, of more than 5% of the Company’s shares.
Name and Address of Beneficial Owner
Credit Suisse Group AG
Paradeplatz 8, Postfach
8070 Zürich, Switzerland
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
Icahn Capital LP
White Plains Plaza
445 Hamilton Avenue, Suite 1210
White Plains, New York 10601
Shares
Beneficially
Owned
Percent of
Class(1)
40,275,126(2)
11.03%
36,439,874(3)
9.98%
25,210,685(4)
6.90%
21,477,900(5)
5.88%
(1) The percentage indicated is based on 365,066,026 outstanding Company shares as of March 1, 2016.
(2) The number of shares is based on a notice of shareholdings reported by Credit Suisse Group AG on November 27,
2015, pursuant to the disclosure rules of the SIX Swiss Exchange. According to the filing, Credit Suisse Group AG
has voting rights with regard to 40,275,126 shares.
(3) The number of shares is based on the Schedule 13G/A filed with the SEC on February 10, 2016, by The Vanguard
Group. According to the filing, The Vanguard Group has sole voting power with regard to 591,860 shares, shared
voting power with regard to 33,035 shares, sole dispositive power with regard to 35,827,580 shares and share
dispositive power with regard to 612,294 shares.
(4) The number of shares is based on the Schedule 13G/A filed with the SEC on January 27, 2016, by BlackRock, Inc.
According to the filing, BlackRock, Inc. has sole voting power with regard to 23,380,916 shares and sole dispositive
power with regard to 25,210,685 shares.
(5) The number of shares is based on the Schedule 13D/A filed with the SEC on November 12, 2013, by Icahn Capital L.P.
with respect to itself, Carl C. Icahn and certain other affiliated entities of Carl C. Icahn. According to the filing, (i) High
River Limited Partnership, a Delaware limited partnership, has sole voting power and sole dispositive power with
regard to 4,295,579 shares; (ii) Hopper Investments LLC, a Delaware limited liability company, has shared voting
power and shared dispositive power with regard to 4,295,579 shares; (iii) Barberry Corp., a Delaware corporation, has
shared voting power and shared dispositive power with regard to 4,295,579 shares; (iv) Icahn Partners Master
Fund LP, a Delaware limited partnership, has sole voting power and sole dispositive power with regard to 6,836,919
shares; (v) Icahn Partners Master Fund II LP, a Delaware limited partnership, has sole voting power and sole
dispositive power with regard to 2,682,968 shares; (vi) Icahn Partners Master Fund III LP, a Delaware limited
partnership, has sole voting power and sole dispositive power with regard to 1,181,104 shares; (vii) Icahn Offshore LP,
a Delaware limited partnership, has shared voting power and shared dispositive power with regard to 10,700,991;
(viii) Icahn Partners LP, a Delaware limited partnership, has sole voting power and sole dispositive power with regard
to 6,481,330 shares; (ix) Icahn Onshore LP, a Delaware limited partnership, has shared voting power and shared
dispositive power with regard to 6,481,330 shares; (x) Icahn Capital LP, a Delaware limited partnership, has shared
voting power and shared dispositive power with regard to 17,182,321 shares; (xi) IPH GP LLC, a Delaware limited
liability company, has shared voting power and shared dispositive power with regard to 17,182,321 shares; (xii) Icahn
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Enterprises Holdings L.P., a Delaware limited partnership, has shared voting power and shared dispositive power with
regard to 17,182,321 shares; (xiii) Icahn Enterprises G.P. Inc., a Delaware corporation, has shared voting power and
shared dispositive power with regard to 17,182,321 shares; (xiv) Beckton Corp., a Delaware corporation, has shared
voting power and shared dispositive power with regard to 17,182,321 shares; and (xv) Carl C. Icahn has shared voting
power and shared dispositive power with regard to 21,477,900 shares. Carl C. Icahn, by virtue of his relationship to
the other reporting persons, is deemed to beneficially own the shares which the other reporting persons directly
beneficially own. According to the Schedule 13D, each of the reporting persons may have shared voting and/or
dispositive power over all or some of such shares.
SECURITY OWNERSHIP OF DIRECTORS AND EXECUTIVE OFFICERS
The table below shows how many shares each of our directors and nominees, each of the Named Executive
Officers included in the summary compensation section below and all directors and executive officers as a group
beneficially owned as of March 1, 2016.
Name
Jeremy D. Thigpen
Mark Mey
John B. Stobart
Terry B. Bonno
David Tonnel(4)
Glyn A. Barker
Vanessa C.L. Chang
Frederico F. Curado
Chadwick C. Deaton(5)
Vincent J. Intrieri
Martin B. McNamara
Samuel J. Merksamer
Merrill A. “Pete” Miller, Jr.
Edward R. Muller(6)
Ian C. Strachan(7)
Tan Ek Kia
Steven L. Newman(8)
Esa Ikaheimonen(9)
Lars Sjobring(10)
All of directors and executive officers as a group (21 persons)
* Less than 1%.
Shares
Subject to
Right to
Acquire
Beneficial
Ownership(2)
113,784
—
71,300
72,554
93,152
9,703
15,445
9,703
15,445
4,943
45,113
9,703
4,892
28,182
—
19,213
—
—
—
513,132
Total
Shares
Beneficially
Owned(3)
113,784
—
89,498
85,212
117,854
14,179
17,145
9,703
16,445
4,943
69,764
9,703
4,892
34,829
—
19,213
—
—
—
607,164
Percent of
Class(3)
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
Shares
Owned(1)
—
—
18,198
12,658
24,702
4,476
1,700
—
1,000
—
24,651
—
—
6,647
—
—
—
—
—
94,032
(1) The business address of each director and executive officer is c/o Transocean Management Ltd., 10 Chemin de
Blandonnet, CH-1214, Vernier, Switzerland. None of the shares beneficially owned by our directors or executive
officers are pledged as security.
(2)
Includes shares that may be acquired within 60 days from March 1, 2016 through the exercise of options held by
Messrs. Stobart (38,579) and Tonnel (79,401), Ms. Bonno (58,102), and all directors and executive officers as a group
(176,100). Also includes (a) rights to acquire shares under our deferred compensation plan held by Mr. McNamara
(11,798) and all directors and executive officers as a group (11,798); (b) vested restricted share units held by Messrs.
Thigpen (113,784), Stobart (32,703), and Tonnel (13,751), Ms. Bonno (14,452), Messrs. Barker (9,703), Curado
(9,703), Deaton (15,445), Intrieri (4,943), McNamara (33,315), Merksamer (9,703), Miller (4,892), Muller (28,182)
and Tan (19,213), and Ms. Chang (15,445) and all directors and executive officers as a group (325,234). Does not
include out-of-the-money SARs held by Mr. Muller (7,640), and all directors and executive officers as a group (7,640).
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The base prices of the SARs of $90.27 per share and $107.63 per share were above the closing price for our shares on
the NYSE on February 29, 2016 of $8.54 per share.
(3) As of March 1, 2016, each listed individual and our directors and executive officers as a group beneficially owned
less than 1.0% of the outstanding shares.
(4)
(5)
(6)
Includes shares held by Mr. Tonnel through the Transocean Employee Savings Plan (987) and 19,150 shares held in
a joint account with his wife.
Includes 1,000 shares held in a joint account with his wife.
Includes 6,332 shares held in a family trust with Mr. Muller and his wife serving as trustees.
(7) Mr. Strachan served as Interim Chief Executive Officer from February 16, 2015 until April 22, 2015, when Mr.
Thigpen was appointed President and Chief Executive Officer of the Company. Mr. Strachan retired as Chairman of
the Board of Directors on May 15, 2015.
(8) Mr. Newman stepped down as President and Chief Executive Officer of the Company effective February 16, 2015.
(9) Mr. Ikaheimonen stepped down as Executive Vice President and Chief Financial Officer of the Company, effective
May 27, 2015.
(10) Mr. Sjobring stepped down as Senior Vice President and General Counsel of the Company, effective November 9,
2015.
Compensation Discussion and Analysis
This Compensation Discussion and Analysis provides an overview and analysis of Transocean’s executive
compensation program and policies, material compensation decisions and the key factors we considered in making those
decisions. It includes specific information about the compensation paid, earned or granted to the following persons who
comprise our Named Executive Officers for 2015:
Current Executive Officers
•
Jeremy D. Thigpen, President and Chief Executive Officer
• Mark Mey, Executive Vice President and Chief Financial Officer
•
• David Tonnel, Senior Vice President, Supply Chain and Controller
• Terry Bonno, Senior Vice President, Marketing
John B. Stobart, Executive Vice President and Chief Operating Officer
Former Executive Officers
Ian Strachan, former Interim Chief Executive Officer
• Steven L. Newman, former President and Chief Executive Officer
•
• Esa Ikaheimonen, former Executive Vice President and Chief Financial Officer
• Lars A. Sjobring, former Senior Vice President and General Counsel
For purposes of this Compensation Discussion and Analysis, the term “Executive Officer” is as defined by Rule
3b-7 of the Exchange Act, and the term “Executive Management Team” refers to designations made by the Board of
Directors under Swiss law and the Company’s organizational documents with respect to Messrs. Thigpen, Mey, Stobart,
Newman, Strachan and Ikaheimonen.
We experienced significant changes to our leadership team in 2015 as our Board of Directors acted to position
the Company for future success. Specifically, on February 16, 2015, Steven Newman, in mutual agreement with the Board
of Directors, stepped down as President and Chief Executive Officer and resigned as a Director of Transocean Ltd. Ian
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Strachan, Chairman of the Board of Transocean Ltd., immediately assumed the role of Interim Chief Executive Officer,
pending a full-time appointment of the role vacated by Mr. Newman. Separately, Esa Ikaheimonen stepped down as
Executive Vice President and Chief Financial Officer on May 27, 2015. In addition, Lars Sjobring resigned as the
Company’s Senior Vice President and General Counsel on November 9, 2015.
Our President and Chief Executive Officer, Mr. Thigpen, was hired on April 22, 2015. Mr. Thigpen was
subsequently elected to the Transocean Ltd. Board of Directors at an Extraordinary General Meeting held on October 29,
2015. Mark Mey was hired on May 28, 2015, as Executive Vice President and Chief Financial Officer. Messrs. Thigpen
and Mey bring deep industry experience to our executive team. Brady Long was hired on November 10, 2015, as Senior
Vice President and General Counsel, bringing additional industry experience to the executive team. These executives,
together with the rest of the executive leadership team, are well-positioned to lead the Company to emerge from the
industry downturn as the undisputed leader in offshore drilling.
Executive Summary
Our executive compensation program reflects our commitment to best practices in compensation governance and
strongly aligning pay with Company performance while allowing us to attract and retain highly qualified executives. The
program is designed to motivate our executives to achieve important business objectives and to reward them for creating
long-term value for our shareholders by delivering superior financial, safety and operational performance.
We believe our executive compensation program includes features that effectively align the interests of our senior
management with those of our shareholders and excludes features that may result in misalignment. Important features of
our executive compensation programs and practices are provided in the following table:
What We Do
√ Conduct an annual review of our compensation strategy,
including a review of our compensation-related risk profile
What We Don’t Do
X Allow our executives to hedge, sell short or hold derivative
instruments tied to our shares (other than options issued by
us)
√ Mandate meaningful share ownership requirements for our
X Allow our executives or directors to pledge Company shares
executives
√ Maintain a clawback policy that allows for the forfeiture,
recovery or adjustment of incentive compensation paid to
executives due to a material misstatement of financial results
X Have pre-arranged individual severance agreements or
special change-in-control compensation agreements with
any Executive Officers; however, subject to the limitations
under the Minder Ordinance pursuant to which severance
cannot be paid to members of our Executive Management
Team, our executives are eligible for severance and change-
in-control provisions pursuant to our policies
long-term
incentive payments on
X Maintain single-trigger change-in-control provisions or
√ Base annual and
quantitative metrics
change-in-control tax gross-ups
X Guarantee salary increases, non-performance based bonuses
or unrestricted equity compensation
√ Maintain compensation plans designed
compensation
program with
to align our
long-term
executive
shareholder interests
√ Link long-term incentive compensation to both relative and
absolute performance metrics
X Provide any payments or
reimbursements
for
tax
equalization
√ Deliver one-half
(50%) of
long-term
incentives
in
X Pay dividend equivalents on performance units that have not
performance-based equity awards
been earned
√ Retain an independent consultant that does not perform any
services for management (i.e., retained by and reports to our
Compensation Committee)
2015 Business Overview
Transocean is a leading international provider of offshore contract drilling services for oil and gas wells. The
Company specializes in technically demanding sectors of the global offshore drilling business. With a particular focus on
deepwater and harsh-environment drilling services, Transocean believes that it operates one of the most versatile offshore
P-45
drilling fleets in the world.
Over the last year and a half, oil prices have fallen to levels not seen in more than a decade, driven primarily by
global concerns around supply and demand imbalances. As a result, our customers continue to significantly curtail both
their exploration and development activities, resulting in a limited number of near-term offshore drilling prospects. In
response, we are taking the necessary steps to maintain our market leadership position through this downturn, and position
ourselves to emerge even stronger and leaner when the recovery occurs.
As illustrated in the chart below, the equity market valuations of offshore drillers reflect these adverse market
conditions.
Relative Performance of Crude Oil; Offshore Drillers; OSX Index
30%
20%
10%
0%
-10%
-20%
-30%
-40%
-50%
-60%
12/31/2014
3/31/2015
6/30/2015
9/30/2015
12/31/2015
Offshore Drillers Avg
Brent
OSX Index
Offshore Drillers include: RIG, ATW, DO, ESV, NE, ORIG, PACD, RDC and SDRL
As of February 11, 2016, Transocean owns, or has partial ownership interests in, and operates a fleet of 61 mobile
offshore drilling units consisting of 28 ultra-deepwater floaters, seven harsh-environment semisubmersibles, five
deepwater semisubmersibles, 11 midwater semisubmersibles, and 10 high-specification jackups. In addition, the Company
has six ultra-deepwater drillships and five high-specification jackups under construction or under contract to be
constructed.
In 2015, Transocean continued to be proactive in areas that are critical to the Company’s success including:
maintaining an intense focus on fleet utilization; increasing our financial flexibility; eliminating unnecessary costs from
the business; and efficiently operating and renewing our fleet.
Our focus on maximizing the utilization of our fleet resulted in the addition of contract backlog during 2015 of
approximately $763 million, contributing to an overall contract backlog of approximately $16 billion at December 31,
2015. In the context of a highly competitive and challenging market, our industry leading backlog provides a visible
foundation for future cash flow generation and enhances the Company’s financial flexibility.
With over $2 billion of cash as we enter 2016, and an undrawn, unsecured revolving credit facility of $3 billion,
we have sufficient liquidity to fulfill our existing commitments, with optionality to evaluate and potentially pursue value-
enhancing transactions, which could materialize in the current market. Also, reflecting our financial flexibility, in 2015 we
opportunistically repurchased $503 million of debt at a total cost of $473 million.
We continue to define and implement innovative plans to remove cost from our business, while improving our
operating performance. In 2015, we outperformed our internal targets and expectations for critical operating metrics, while
meaningfully reducing our cost structure. As we have rationalized our fleet, and re-focused our operations on the deepwater
markets and other areas that require high-specification assets and capabilities, we have right-sized our support, and
streamlined our processes, removing considerable shore-based costs. We also continue to realize opportunities to more
P-46
efficiently maintain our equipment, manage shipyard projects, stack uncontracted assets and recycle less marketable assets.
Reflecting the success of our operational strategy, our revenue efficiency for 2015 was 96.0%, up from 94.7% in
2014. Our ability to continue to perform to these elevated expectations ultimately enhances our market position and
shareholder value.
We continue to high-grade our fleet. We have recently added two new ultra-deepwater drillships, the Deepwater
Thalassa and the Deepwater Proteus, to our fleet of world class assets. Both of these rigs have firm 10-year contracts with
Shell. Additionally, we will add a third ultra-deepwater drillship, the Deepwater Conqueror, to our fleet later in the year
that will commence a five-year contract with Chevron. In 2015 our high-grading also included identifying 10 lower-
specification floaters for recycling, with an additional two floaters classified as held for sale, bringing our total retired or
held for sale floaters since the start of the downturn to 24 as of February 11, 2016.
In 2015, we continued to drive year-over-year improvements in our safety performance. We remain committed
to our vision of “an incident-free workplace all the time, everywhere” and will continue to make investments to promote
safety.
Given our long history as an industry-leading provider of offshore drilling services, we believe that we have the
experience and financial discipline necessary to effectively manage our business throughout the cycles and deliver long-
term value to our shareholders.
Relationship Between Target and Realizable Pay
Consistent with our philosophy of aligning the interests of our Executive Officers with those of our shareholders
by basing the majority of compensation on achieving desired performance outcomes, the actual total compensation values
received by our Executive Officers, in recent years, have fallen below targeted and competitive market levels. This is
primarily a result of the lack of appreciation in the Company’s share price and below-target total shareholder return relative
to our peers.
In contrast to the information reported in the Summary Compensation Table, which reflects the grant-date fair
value for share awards, we believe that realizable pay provides a better picture of the amounts actually earned. In particular,
we note that there have been no payouts under our performance-based unit program over the last six performance cycles,
and all outstanding stock options are currently underwater.
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The graph below illustrates the effect of our performance-based compensation programs on the total compensation
of our Chief Executive Officer.
(1) Realized/realizable
pay
is
defined
as
the
compensa9on
delivered
or
deliverable
for
each
year
calculated
as
of
the
end
of
the
fiscal
year,
including:
salary
received,
amounts
actually
paid
under
the
annual
incen9ve
plan,
payouts
received
under
the
con9ngent
deferred
unit
(CDU)
plan
or,
for
performance
periods
s9ll
in
progress,
amounts
that
would
be
receivable
if
the
CDU
performance
period
ended
12/31/2015,
the
intrinsic
(“in-‐the-‐money”)
value
of
the
stock
op9ons
granted
in
the
applicable
year,
and
the
value
of
9me-‐based
restricted
stock
units
(RSUs)
(2) For
Mr.
Newman,
the
value
of
RSUs
was
calculated
as
of
5/31/2015,
the
date
of
his
separa9on
from
Transocean.
For
Mr.
Thigpen,
the
value
of
RSUs
was
calculated
as
of
12/31/2015.
(3) Mr.
Newman
is
eligible
to
receive
a
pro-‐rata
por9on
of
CDUs
(pro-‐rated
based
on
his
separa9on
date).
(4) Figures
for
Mr.
Thigpen
exclude
his
cash
sign-‐on
award
and
replacement
RSU
award
in
considera9on
of
forfeited
equity
awards
from
his
previous
employer.
2015 Compensation Program Overview
The Company reinforced the alignment between pay and performance with our executive compensation programs
and compensation award levels for 2015.
In recognition of the current global industry downturn, the Compensation Committee gave prudent consideration
in developing target 2015 compensation opportunities for our Named Executive Officers. Working closely with our
independent compensation consultant, the following executive compensation actions were implemented for our Named
Executive Officers:
• No payout for the 2013-2015 performance unit cycle;
• Freeze of base salaries for all Executive Officers for 2015 and 2016;
• Freeze of target annual incentive opportunities for all of our Executive Officers for 2015 and 2016;
• Reduction in target 2015 Long-Term Incentive awards by approximately 20%;
• Freeze of long-term incentive award targets for 2016 at the reduced targets for 2015; and
• Freeze of defined benefit pension plan and non-qualified Pension Equalization Plan to future benefit accruals,
effective January 1, 2015.
These compensation actions reflect the reality of our current market, while maintaining competitive compensation
packages for our Named Executive Officers.
Executive Compensation Philosophy, Strategy and Design
The objective of our compensation program is to align pay with performance. The program is designed to attract,
motivate and retain superior executive talent in the geographic locations necessary to support our global operations. The
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program is also designed to provide our executives with a competitive compensation package that rewards performance
against specific identified financial, strategic and operational goals that the Compensation Committee believes are critical
to the Company’s long-term success and the achievement of sustainable long-term total returns to our shareholders.
positioning each element of total direct compensation at approximately the median of our peer companies;
In designing our executive compensation program, we are guided by the following principal objectives:
•
•
•
aligning annual incentive compensation with financial and strategic objectives; and
rewarding absolute financial performance and relative performance in total shareholder return (“TSR”) through
long-term equity incentive awards.
We deliver the vast majority of executive pay as performance-based, “at-risk” incentive compensation, which is
designed to balance short-term periodic results and long-term multi-year success of the Company and to build long-term
shareholder value without excessive risk-taking. We believe the approach achieves our objective of aligning pay and
performance.
CEO 2015 TARGET COMPENSATION
ALL OTHER NEOs 2015 TARGET COMPENSATION
13%
Base Salary
16%
Non-Equity Incentive
71%
Long-Term Incentive
87% Performance Based
21%
Base Salary
16%
Non-Equity Incentive
63%
Long-Term Incentive
79% Performance Based
Executive Compensation Setting
We believe that our executive compensation program must be regularly reviewed to ensure that we provide the
opportunity for each of our Named Executive Officers to receive competitive compensation without providing an incentive
for excessive risk-taking. The Compensation Committee annually reviews the total compensation and each component of
compensation that may be paid or awarded to each of our Named Executive Officers and compares the total compensation
and each component of compensation:
•
•
externally against the amounts paid to Executive Officers holding comparable positions at companies with
which we compete for executive talent; and
internally for purposes of ensuring internal equity and taking individual performance, skills, and experience
into account.
We assess our compensation programs to ensure they are appropriately aligned with our industry sector and
among companies in other industries of comparable size, international scope and organizational complexity. We also seek
to provide a direct link between pay and enhancing shareholder value and achieving our vision and business strategy.
The Compensation Committee employs two peer groups for setting executive compensation. The “Compensation
Peer Group” is used to assess the competitiveness of the compensation of our Named Executive Officers and the
“Performance Peer Group” is used to evaluate the relative performance of the Company.
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Compensation Peer Group
We compete for executive talent across many different sectors around the world. Our primary competitive market
generally includes other companies in the energy industry (oil and gas companies, offshore drilling companies and other
energy services companies). In making compensation decisions, for the Named Executive Officers, each element of their
total direct compensation is compared against published and publicly available compensation data.
The Compensation Peer Group for 2015 comprised the following companies:
(cid:404) Anadarko Petroleum Corporation
(cid:404) Apache Corporation
(cid:404) Baker Hughes Incorporated
(cid:404) BG Group plc
(cid:404) Cameron International Corporation
(cid:404) Canadian Natural Resources Limited
(cid:404) Chesapeake Energy Corporation
(cid:404) Devon Energy Corporation
(cid:404) Diamond Offshore Drilling, Inc.
(cid:404) Encana Corporation
(cid:404) Ensco plc
(cid:404) EOG Resources, Inc.
(cid:404) FMC Technologies, Inc.
(cid:404) Halliburton Company
(cid:404) Marathon Oil Corporation
(cid:404) Nabors Industries Ltd.
(cid:404) National Oilwell Varco, Inc.
(cid:404) Noble Corporation plc
(cid:404) Noble Energy, Inc.
(cid:404) Petrofac Limited
(cid:404) Seadrill Limited
(cid:404) Talisman Energy Inc.
(cid:404) Weatherford International Ltd.
In addition, we consider the compensation practices of non-energy general industry peers of comparable size and
international scope in setting executive compensation levels and use general industry data as a secondary market reference.
These non-energy general industry peers are expected to vary from year-to-year based on changes in the marketplace and
the availability of published survey data for companies that meet the defined size, international scope and organizational
structure criteria.
Our target market position is determined based on the data believed to be most relevant for a given position. For
example, the Compensation Peer Group data are weighted more heavily for operations roles, whereas general industry data
are weighted more heavily for executives overseeing corporate functions. However, in accordance with our pay-for-
performance philosophy, the Compensation Peer Group data is the primary reference for assessing short-term and long-
term incentive compensation levels.
Performance Peer Group
The Compensation Committee established the Performance Peer Group in order to evaluate the Company’s
total shareholder return relative to that of companies considered to be direct business competitors and competitors for
investment capital. The Performance Peer Group consists of:
(cid:404) Baker Hughes Incorporated
(cid:404) Diamond Offshore Drilling, Inc.
(cid:404) Ensco plc
(cid:404) Halliburton Company
(cid:404) Nabors Industries Ltd.
(cid:404) National Oilwell Varco, Inc.
(cid:404) Noble Corporation plc
(cid:404) Rowan Companies Inc.
(cid:404) Schlumberger Limited
(cid:404) Seadrill Limited
(cid:404) Weatherford International Ltd.
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Executive Compensation Components
Our executive compensation program is designed to meet the objectives of our “pay for performance” philosophy
by linking a significant portion of each executive’s compensation to Company and individual performance.
The following table summarizes the purpose and key characteristics of each of the primary components of our
executive compensation program.
Compensation Element
Base Salary
Annual Performance Bonus
Long-Term Incentive
- Performance Units
Long-Term Incentive
- Restricted Share Units
Expatriate Benefits
Other Compensation
Post-Employment
Purpose
Provide a base level of income, targeting
the market median for executive talent.
Individual circumstances may result in
certain positions above or below market
median.
Motivate executives to achieve our
short-term business objectives and
reward contributions toward the
achievement of pre-established
performance goals.
Align the interests of our executives
with those of our shareholders by
creating a direct correlation of realized
pay to key value drivers and increased
shareholder return relative to
performance peers over the long term.
Motivate executives to contribute to
long-term increases in shareholder
value, build executive ownership and
retain executives through multi-year
vesting.
Assist expatriate executives with part of
the additional burden of an overseas
posting.
Provide benefits that promote employee
health and welfare and assist executives
in carrying out their duties and
increasing productivity.
Retain executives by providing a
measure of financial security in the
event an executive’s employment is
terminated without cause.
Key Characteristics
Fixed compensation. Reviewed annually
and adjusted as appropriate.
Variable compensation. Based on
corporate performance compared to pre-
established performance goals. Award
potential ranges from 0% to 200% of
target.
Variable compensation. The number of
earned units is based on both relative
measures (e.g., total shareholder return
relative to performance peers during
three-year performance periods) and
absolute performance measures (Return
on Capital Employed).
Variable compensation. Long-term award
with ratable vesting over three years that
provides a direct correlation of realized
pay to shareholder value.
Fixed compensation. Provided to
expatriate executives to assist with living
expenses (e.g., housing, dependent
education, cost of living differentials and
automobile allowances).
Indirect compensation elements
consisting of health and welfare plans
and minimal perquisites.
Fixed compensation. Severance benefits,
to the extent permissible under Swiss
law, are provided pursuant to the
Executive Severance Policy and are not
payable in the event of a termination for
cause or a voluntary resignation without
good reason.
In addition, our Named Executive Officers have historically received stock options that provide a direct link to
long-term stock price appreciation.
In assessing the reasonableness of the total direct compensation of the Named Executive Officers, particularly the
compensation of our Chief Executive Officer, the Compensation Committee considered the amount and mix of
compensation provided as a direct link to creating sustainable long-term shareholder value, achieving our vision and
business strategy, and advancing the core principles of our compensation philosophy and objectives without excessive risk.
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Base Salary
Our Named Executive Officers receive base salaries constituting a basic level of compensation for services
rendered during the year. The base salaries of our Named Executive Officers are determined by the Compensation
Committee upon each officer’s initial hire and reviewed in connection with a promotion or other change in job
responsibility. Each base salary is also reviewed by the Compensation Committee annually thereafter, both individually
and, for internal pay equity purposes, relative to other Executive Officers. Base salary adjustments are made to reflect our
desired position in the competitive market.
As part of its base salary review, the Compensation Committee considers input from our Chief Executive Officer,
competitive compensation from our Peer Group and other survey data, job responsibilities, individual performance, and
expected future contributions of each Named Executive Officer. The Compensation Committee also considers input from
its compensation consultant as well as the Company’s compensation philosophy and objectives.
In February 2015, the Compensation Committee, in consideration of the current market downturn, and with
consultation from its external compensation consultant, elected to freeze base salaries for Named Executive Officers,
resulting in no 2015 increases over the 2014 base salaries noted above. In addition, base salaries were also frozen in
February 2016 with respect to 2016 base salaries.
The following base salaries (or US$ base salary reference) were approved by the Committee for the individuals listed
below.
Executive
Mr. Thigpen (1)
Mr. Mey (1)
Mr. Stobart
Mr. Tonnel
Ms. Bonno
Mr. Newman
Mr. Ikaheimonen
Mr. Sjobring
2015 Base Salary
$1,000,000
$760,000
$670,000
$440,000
$440,000
$1,250,000
$760,000
$525,000
Increase over 2014
—
—
0%
0%
0%
0%
0%
0%
(1) Messrs. Thigpen and Mey’s 2015 base salaries became effective on their hire dates of April 22 and May 28, respectively.
Due to interim nature of Mr. Strachan’s role, the Board of Directors approved Mr. Strachan’s compensation as a
monthly rate. For the total compensation details for Mr. Strachan, see “Executive Compensation—Summary
Compensation Table.”
Annual Performance Bonus
Our Performance Award and Cash Bonus Plan (the “Bonus Plan”) is a goal-driven plan that provides participants,
including the Named Executive Officers, the opportunity to earn annual cash bonuses based on performance as measured
against predetermined performance objectives. Individual target award levels, expressed as percentages of the participants’
base salaries, are established by the Compensation Committee at the beginning of the year. The target award opportunities
under the Bonus Plan, when combined with base salaries, are intended to position the participants, on average, to earn total
cash compensation approximating competitive market median levels. Performance above and below the target provides
the opportunity for participants to earn total annual cash compensation above the competitive market median, when
warranted, by above-target performance, up to a designated maximum; or, the possibility of earning total annual cash
compensation below the median for below-target performance.
Under the Bonus Plan for 2015, each Named Executive Officer had a potential payout range of 0% to 200% of
his individual target award opportunity. The Compensation Committee established a 2015 target bonus opportunity for
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each of the following Named Executive Officers, which is expressed as a percentage of base salary, as follows:
Mr. Thigpen
Mr. Mey
Mr. Stobart
Mr. Tonnel
Ms. Bonno
Mr. Newman
Mr. Ikaheimonen
Mr. Sjobring
120%
85%
100%
60%
60%
125%
85%
70%
Due to the interim nature of Mr. Strachan’s role, no bonus opportunity was established for 2015.
2015 Bonus Payout
The Compensation Committee considered the results of key performance areas, specified at the beginning of 2015,
when determining the outcomes of the variable, performance-based compensation under the Performance Award and Cash
Bonus Plan for our Named Executive Officers for 2015.
Each of the following performance areas is measured with potential payouts ranging from 0% to 200%.
• Safety Performance – 30% weighting
− Total Recordable Incident Rate
− Total Potential Severity Rate
− Process Safety
• Cash Flow Value Added – 30% weighting
• Revenue Efficiency – 20% weighting
• Operating Costs – 20% weighting
Each of these measures is discussed in greater detail below.
Safety Performance
Our business involves numerous operating hazards, and we are strongly committed to protecting our employees,
our property and the environment. Our ultimate goal is expressed in our safety vision of “an incident-free workplace-all
the time, everywhere.” The safety performance targets for 2015 were approved by the Compensation Committee and levels
are set annually to motivate our executives to achieve continuous improvement in safety performance and to meet strict
internal standards. Safety performance targets are recommended to the Compensation Committee by the Board’s Health
Safety and Environment Committee.
The Compensation Committee measures our safety performance through a combination of components: Total
Recordable Incident Rate (“TRIR”), Total Potential Severity Rate (“TPSR”) and Process Safety. Each component makes
up one-third of the overall safety performance metric.
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The following charts show our actual performance related to the formulaic payout amounts for TRIR, TPSR and
Process Safety.
Together, the safety metric outcomes resulted in a formulaic payout percentage for this measure of 48% of the
total target bonus opportunity for each of the Named Executive Officers in 2015.
Total Recordable Incident Rate
TRIR is a safety performance metric recognized by the U.S. Occupational Safety & Health Administration and is
used by companies across an array of different industries. We calculate TRIR based upon the guidelines set forth by the
International Association of Drilling Contractors (the “IADC”), an industry group for the drilling industry. The IADC
methodology calculates TRIR by taking the aggregate number of occurrences of work-related injuries or illnesses that
result in any of the following: death; a physician or licensed health care professional recommending days away from work
due to the injury or illness; an employee not being able to perform all of his or her routine job functions (but not resulting
in days away from work); or any other medical care or treatment beyond minor first aid. The TRIR is the number of such
occurrences for every 200,000 employee hours worked.
The Compensation Committee approved a TRIR target for 2015 of 0.51, which would represent further progress
toward our safety vision. Values above and below this target were calculated in accordance with the chart below, with
outcomes falling in between two boundaries interpolated on a straight-line basis:
TRIR Outcome to Target
20% Improvement Exceeding Target
10% Improvement Exceeding Target
Target
10% Shortfall
20% Shortfall
Bonus Payout
200%
150%
100%
50%
0%
Any TRIR outcome representing a shortfall of more than 20% as compared to the target would result in a 0%
bonus payout for the TRIR metric and any outcome representing an improvement of 20% or greater as compared to the
target would result in a payout of 200% for the TRIR metric. Our TRIR outcome for 2015 was 0.42, representing an
improvement of just over 20% as compared to target and represents the best TRIR result in the Company’s history. This
resulted in a formulaic result of 200% of target for the TRIR metric and a formulaic result for this measure of 20% of the
total target bonus opportunity for each of the Named Executive Officers.
Total Potential Severity Rate
TPSR is an internally developed safety measure that we utilize to capture the potential severity of incidents over
a period of time. TPSR is calculated by taking the sum of all potential severity values assigned to the incidents, multiplying
that number by 200,000, then dividing that number by total employee hours worked. After the occurrence of an incident,
the manager(s) responsible for the drilling unit or onshore facility where the incident occurred completes an incident report
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that assigns a preliminary severity value to the incident. The Company also has an independent oversight and review
process to evaluate and confirm the potential severity assigned to each incident. The severity value is derived by inputting
data into our comprehensive severity calculator. For instance, for dropped objects, the height from which the item was
dropped and the weight of the object are inputs into the severity calculator.
The Compensation Committee approved a TPSR target for 2015 of 16.3, which represents further progress toward
our safety vision. Values above and below this target were calculated in accordance with the chart below, with outcomes
falling in between two boundaries interpolated on a straight-line basis:
TPSR Outcome to Target
20% Improvement Exceeding Target
10% Improvement Exceeding Target
Target
10% Shortfall
20% Shortfall
Bonus Payout
200%
150%
100%
50%
0%
Any TPSR outcome representing a shortfall of more than 20% as compared to the target would result in a 0%
bonus payout for the TPSR metric, and any outcome representing an improvement of 20% or greater as compared to the
target would result in a payout of 200% for the TPSR metric. Our TPSR outcome for 2015 of 13.98 represented an
improvement of just under 15% as compared to the target. This improvement resulted in a formulaic result of 171% of
target for the TPSR metric, and a formulaic result for this measure of 17% of the total target bonus opportunity for each of
the Named Executive Officers.
Process Safety
We believe that in addition to personnel and behavioral safety, prevention and mitigation of major hazards or
process incidents are critical components of a successful safety program. Accordingly, Process Safety is an internally
developed safety measure designed to assess the management of major hazards in order to prevent or mitigate a major
accident or significant event.
We use industry standard definitions of significant events, which include:
• Fire, explosion, release of a hazardous substance with serious injury or fatality
• Major structural damage
• Serious injuries/fatalities
• Uncontrolled release of hazardous fluids
To implement this safety measure, we measure the number of process safety events that are likely predictors or
leading indicators of a potential significant event. The 2015 target for process safety events was established equal to the
baseline of events that occurred on our installations in 2014. In 2015, the reduction in the number of process safety events
resulted in 108% achievement of the Process Safety metric and a formulaic result for this measure of 11% of the total
target bonus opportunity for each of the Named Executive Officers.
Financial Performance
Cash Flow Value Added
Thirty percent of the target award opportunity for each Named Executive Officer under the 2015 Cash Bonus
Plan was based upon our achievement of Cash Flow Value Added (“CFVA”) relative to the CFVA delivered in 2014.
The CFVA performance measure is designed to measure the generation of cash returns in excess of the
Company’s cost of capital. CFVA is equal to Earnings Before Interest, Depreciation and Amortization (“EBIDA”) less a
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charge for Average Capital (defined below) that is based on the weighted average cost of capital multiplied by Average
Capital.
• EBIDA is calculated as net income (loss) before extraordinary items, plus depreciation expense, plus (minus)
net interest (income) expense, plus (minus) loss (gain), net of tax, on all unusual items, plus expenditures
related to approved long-term investments.
•
“Average Capital” is equal to total equity, plus total long-term debt (book value), minus cash and cash
equivalents, minus goodwill, plus capitalized lease obligations under GAAP (short and long term), plus
accumulated depreciation on fixed assets, plus incremental capital expenditures during the year, minus capital
expenditures related to newbuilds and other approved long-term investments.
• For the purpose of calculating CFVA in 2015, the weighted average cost of capital was set at 9% at the start
of the year.
Our method for setting the CFVA target is intended to improve the relationship between expected payouts and
returns for shareholders. Performance was calculated on a sliding scale that measures our CFVA improvement in 2015
relative to our CFVA performance in 2014, adjusted to ensure consistency in the year-over-year calculation. This approach
strongly focuses management on improving the CFVA generated from our existing assets, disposing of assets with poor
CFVA generation prospects, and making investments that build our company and enable us to deliver long-term
improvements in performance. Under this model, if management delivers performance to earn the weighted average cost
of capital on the increase in Average Capital, then our CFVA will be the same as in the prior year, which will provide a
target bonus for this performance measure. If our CFVA improves by an amount equal to or greater than 4% of the Average
Capital at the end of the prior year, a bonus equal to 200% of the target bonus will be earned for this performance measure.
Similarly, if our CFVA declines by an amount equal to or greater than 4% of the Average Capital at the end of the prior
year, a bonus equal to 0% of the target bonus will be earned for this performance measure. The bonus multiple will be
determined on a straight- line basis between these end points.
We achieved a CFVA of $76 million in 2015 which resulted in a payout of 75% of the target bonus amount for
this performance component, in accordance with this methodology, and a formulaic result for this measure of 22% of the
total target bonus opportunity for each of the Named Executive Officers.
Revenue Efficiency
The Revenue Efficiency measure represented 20% of the total target annual bonus opportunity, with potential
payouts ranging from 0% to 40% of the total target bonus amount based on actual performance.
Revenue Efficiency performance measure is designed to measure the efficient operation of each rig through
maximizing available revenue while meeting all customer contract commitments. This measure creates a direct line of
sight to the operational performance of those rigs under contract, with a sharp focus on continuous improvement.
Revenue Efficiency is expressed as a percentage and defined as:
• The actual contract drilling revenues for a measurement period, divided by
• The maximum revenue calculated for the measurement period.
Maximum revenue is defined as the greatest amount of contract drilling revenues the drilling unit could earn for
the measurement period, excluding amounts related to incentive provisions.
The minimum-target-maximum performance range for this measure was set at 93.1% - 94.7% - 95.5%, with zero
payout at or below the performance range minimum, 100% of bonus opportunity at target and 200% of target bonus
opportunity at or above the performance range maximum. The target opportunity set at 94.7% reflected 2014 actual results,
which was increased significantly over 2013 results at 91.7%. The range maximum set at 95.5% represented a significant
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improvement or “stretch” target. The bonus multiple was determined on a straight-line basis between the minimum and
maximum end points.
We achieved a Revenue Efficiency of 96.0% in 2015 which resulted in a payout of 200% of the target bonus
amount for this performance component, in accordance with this methodology, and a formulaic result for this measure of
40% of the total target bonus opportunity for each of the Named Executive Officers.
Operating Costs
The Operating Costs measure represented 20% of the total target annual bonus opportunity, with potential payouts
ranging from 0% to 40% of the total target bonus amount based on actual performance.
The Operating Costs performance measure is designed to focus on optimizing an efficient cost structure in support
of earnings objectives. This type of measure is critical when downward pressure is exerted on the Company’s revenue
stream during the current industry downturn.
Operating Costs include Operating and Maintenance (O&M) expenses and General and Administrative (G&A)
as shown in our income statement which are then adjusted for changes in activity levels that were not forecast when the
target was set at the beginning of the year.
The minimum-target-maximum performance range for this measure was set based on the Company’s 2015
internal operating cost budget. Target performance was set at the Company’s established budget, with a minimum and
maximum range of achievement set at approximately $150 million above or below target. The established 2015 cost budget
target was adjusted down during the year to normalize for reduced rig activity. The bonus multiple was determined on a
straight-line basis between the minimum and maximum end points and reflected 2015 operating cost savings that exceeded
our target by over $200 million.
The specific minimum-target-maximum values are not disclosed in this section, due to the proprietary nature of
this information in establishing the Company’s competitive position in the market.
A sharp focus on driving costs down in 2015, including process improvements and significant actions to
streamline operations, resulted in a payout of 200% of the target bonus amount for this performance component. This
performance resulted in a formulaic result for this measure of 40% of the total target bonus opportunity for each of the
Named Executive Officers.
Actual Bonus Plan Compensation for 2015
Based on the performance measures described above and using the pre-determined weighting assigned to each
measure by the Compensation Committee, the formulaic bonus outcome for each of our Named Executive Officers was
150% of targeted bonus opportunity under the Performance Award and Cash Bonus Plan for 2015. The components of this
total bonus payout under the Performance Award and Cash Bonus Plan for 2015 are as follows:
Performance Measure
Safety
CFVA
Revenue Efficiency
Operating Costs
Total
Threshold
Payout
0%
0%
0%
0%
Target
Payout
30%
30%
20%
20%
Maximum
Payout
60%
60%
40%
40%
Actual
Payout
48%
22%
40%
40%
150%
With the formulaic bonus outcome confirmed at 150%, the Compensation Committee then applied a qualitative
assessment of annual performance in determining final bonus awards. Specifically, the Committee considered the impact
of early contract cancellations during 2015 on the Cash Flow Value Added performance result. With the application of
discretion, the Committee reduced the final bonus outcome for our Named Executive Officers to 140% of each executive’s
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target bonus opportunity. For specific award amounts, see “Executive Compensation—Summary Compensation Table”
below.
Long-Term Incentives
We establish competitive long-term incentive (“LTI”) opportunities for our Named Executive Officers that
motivate achievement of long-term operational goals and increased total shareholder return, align the interests of
participants with those of shareholders and vary in the ultimate actual value of the awards based on the Company’s actual
total shareholder return and share price performance.
To provide an appropriate balance of incentives tied to performance, two types of long-term equity instruments
were used in 2015, including Performance Units and Restricted Share Units. The forms of equity awards and their
weightings made to our Named Executive Officers are discussed in greater detail below.
Mr. Thigpen(1)
Mr. Mey(1)
Mr. Stobart
Mr. Tonnel
Ms. Bonno
Mr. Ikaheimonen
Mr. Sjobring
2015 LTI Grant Value
$5,500,000
$2,200,000
$1,880,000
$880,000
$990,000
$2,120,000
$1,320,000
Change from 2014 LTI Grant Value
—
—
$2,350,000
$1,100,000
$1,100,000
$1,650,000
$1,650,000
(1) Messrs. Thigpen and Mey’s 2015 LTI awards were granted on their hire dates of April 22 and May 28, respectively.
Given the timing of Mr. Newman’s departure and the interim nature of Mr. Strachan’s role, neither were granted
equity awards in 2015.
Performance Units
The target value of the 2015 Performance Unit (“PSU”) grants to each of the Named Executive Officers was
approximately one-half (50%) of each officer’s total 2015 long-term incentive award target value.
Each PSU represents one share and is earned based on performance over a three-year performance cycle. In 2014,
the Compensation Committee added a financial-based absolute metric of return on capital employed (“ROCE”) to
complement the existing market-based performance measure of total shareholder return of the Company relative to the
Performance Peer Group. Performance is determined by comparing the Company’s actual ROCE performance in the first
calendar year of the performance cycle against the ROCE goal approved by the Compensation Committee, and measuring
relative TSR performance against the Company’s Performance Peer Group over the three-year performance cycle. Each
of the two performance measures, total shareholder return and return on capital employed, are weighted equally in
determining the earned award, with maximum performance in both measures resulting in an earned award of 200% of
target.
Threshold performance, with respect to total shareholder return, is total shareholder return ranking at or above
the 25th percentile of the Performance Peer Group, at which 25% of the target award tied to this measure is earned.
Performance ranking below the 25th percentile results in no award being earned with respect to total shareholder return.
Target performance, with respect to total shareholder return, is performance ranking at or above the median of
the Performance Peer Group, at which 50% of the target award is earned.
At maximum performance with respect to total shareholder return, which is considered to be ranking at the top
of the Performance Peer Group (or at or above the 90th percentile of the Performance Peer Group in the event that any
peer ceases to be publicly traded), 100% of the target award is earned.
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With respect to the return on capital employed PSU measure, a range of performance outcomes have been defined
to set the threshold, target and maximum performance levels for this measure. In setting the ROCE goal, the Committee
believed that achieving results at the target level would be challenging and substantially uncertain and achieving results
meaningfully above target would be extremely difficult but not unattainable.
Upon completion of the 2015 - 2017 PSU performance cycle, the Compensation Committee will determine final
payout levels, and PSUs will be distributed to the Named Executive Officer, along with a cash payment equal to any
dividends or equivalents accrued during the performance cycle for earned and vested shares.
Restricted Share Units
The target value of the 2015 Restricted Share Unit (“RSU”) grants to each of the Named Executive Officers was
approximately one-half (50%) of each officer’s total 2015 long-term incentive award target value.
Time-vested RSUs were granted to all Named Executive Officers as part of the 2015 annual long-term incentive
grants. Each RSU represents one share and vests over a three-year schedule (ratably one-third each year), contingent on
continued service.
Long-Term Incentive Compensation for 2015
In 2016, the Compensation Committee evaluated the Company’s TSR relative to the Performance Peer Group,
for the three-year performance period from January 1, 2013 through December 31, 2015, and determined that the
Company’s performance fell below threshold.
Threshold performance is total shareholder return equal to or above the 25th percentile of the Performance Peer
Group, at which 25% of the target award is earned. Performance below the 25th percentile results in no award being earned.
The result of this determination, by the Compensation Committee, was that no PSUs were earned. The PSUs
granted to executives for the 2013-2015 performance period were canceled for no value.
Employment Agreements with Named Executive Officers
In 2015, we entered into employment agreements with the three members of our Executive Management Team
in compliance with the Minder Ordinance. Specifically, the Minder Ordinance prohibits the payment of severance benefits
to members of the Executive Management Team, and they are therefore no longer eligible for severance benefits under the
Executive Severance Benefit Policy. Other than the individual compensation terms applicable for each executive, the same
form of employment agreement was used for all three members of the Executive Management Team. Since Messrs.
Thigpen and Mey joined the Company in 2015, their agreements included (1) specified annual cash bonus targets for 2015,
(2) specified equity award targets under the Transocean Ltd. 2015 Long Term Incentive Plan (the “LTIP”) and (3)
replacement awards of cash and equity in consideration of the forfeited equity awards from previous employment. In
contrast, Mr. Stobart’s agreement was a restatement of his existing financial arrangement. All three members of the
Executive Management Team will receive normal relocation and expatriate allowances consistent with the Company’s
policy for U.S. national expatriate employees working in Switzerland.
Expatriate Benefits
For our Named Executive Officers who accept an international assignment, we also provide certain expatriate
benefits, including housing, car, cost of living allowances and educational expenses for dependent children. These benefits
are designed to help defray the significant expense associated with expatriation. The types and values of these benefits for
each Named Executive Officer are included in the Summary Compensation Table under “All Other Compensation” and
described in the notes to that table.
Beginning in 2014, the above-mentioned expatriate benefits are no longer eligible for tax protection or tax
equalization.
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Indirect Compensation
In addition to base salary and annual and long-term incentive compensation, we offer other indirect compensatory
arrangements to our executives. These indirect elements of executive compensation are not performance-based and are
offered as part of the overall compensation package to ensure that the package is competitive with other companies with
which we compete for talent. Below is a summary of the principal indirect elements of compensation for our Named
Executive Officers.
Health, Welfare and Retirement
Our Named Executive Officers are eligible for Company-wide benefits on substantially the same basis as other
full-time employees, including savings, pension, medical and life insurance benefits. Our Named Executive Officers also
receive a supplemental life insurance benefit equal to four times covered annual earnings. For Named Executive Officers
on the U.S. payroll, this benefit is capped at a maximum of $1 million. In addition, we make a supplemental pension plan
available to employees (including the Named Executive Officers) to compensate for benefits that otherwise would be
unavailable due to U.S. Internal Revenue Service limits on qualified plans.
Perquisites
We offer limited perquisites as a recruiting and retention tool. Each of our Named Executive Officers may receive
reimbursement of up to $5,000 in financial planning consulting. Our Named Executive Officers are also eligible to receive
reimbursement for club membership dues and an annual physical exam paid by the Company. The amounts of these
perquisites were taxable to the Named Executive Officers in 2015.
The Compensation Committee annually reviews the nature and amount of the perquisites and other personal
benefits provided to each of our Named Executive Officers to ensure that such perquisites are reasonable and competitive
with market practice.
Post-Employment Compensation
We believe that the competitive marketplace for executive talent and our desire to retain our Executive Officers
require us, subject to compliance with applicable law, to provide our Executive Officers with a severance package. Each
of our Executive Officers who are not members of our Executive Management Team is eligible to receive severance
benefits in the event we choose to terminate the Executive Officer at our convenience. Currently, all Named Executive
Officers who are not members of our Executive Management Team are covered under our executive severance benefit
policy, which provides for specified payments and benefits in the event of a termination at our convenience.
The benefits provided in the event of an involuntary termination under the terms of our executive severance
benefit policy include a cash severance benefit limited to 52 weeks of base salary; a pro rata share of the termination year’s
targeted award level under the Bonus Plan for such executive, as determined by the Compensation Committee; treatment
of long-term incentive awards under the convenience-of-company termination provision as provided for in the terms and
conditions of each award (as more fully described under “Executive Compensation—Potential Payments Upon
Termination or Change of Control”); and outplacement services not to exceed 5% of the base salary of the executive.
We also believe that the interests of our shareholders are served by including a double-trigger change-of-control
provision in the Bonus Plan and the Long-Term Incentive Plan for Named Executive Officers who would be integral to
the success of, and are most likely to be impacted by, a change of control. By requiring two triggering events to occur, we
believe that those Executive Officers who remain with us through a change of control will be appropriately focused while
those who depart as a result of a change of control will be appropriately compensated. The types of payments that will be
made to our executives, along with estimated values as of December 31, 2015, are described under “Executive
Compensation-Potential Payments Upon Termination or Change in Control.”
The Compensation Committee periodically reviews severance packages offered to the Executive Officers to
ensure the benefits are aligned with prevailing market practices. In order for a Named Executive Officer to receive the
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benefits described above, the Named Executive Officer must first sign a release of all claims against the Company and
enter into a Confidentiality Agreement covering our trade secrets and proprietary information.
In 2015, Mr. Newman and Mr. Ikaheimonen each entered into separation agreements with the Company in
connection with their terminations of employment. Under their respective separation agreements, Mr. Newman and Mr.
Ikaheimonen each received severance payments consistent with their respective 2013 employment agreements, which
incorporated the terms of the executive severance benefits policy by reference, as described above and included in the
Summary Compensation Table, and the Minder Ordinance’s grandfathering provisions. Mr. Strachan and Mr. Sjobring did
not receive any compensation in connection with their termination of employment.
The Minder Ordinance prohibits certain types of compensation payments to members of the Executive
Management Team, including severance payments in any form. Therefore, members of the Executive Management Team
are not eligible to participate in the executive severance benefits policy. Pursuant to their employment agreements,
members of the Executive Management Team must receive at least twelve months’ notice prior to a termination of
employment without cause.
Executive Compensation Governance, Policy and Practice
The Compensation Committee is responsible for the executive compensation program design and decision-
making process. The Compensation Committee solicits input from the independent members of the Board of Directors,
the Chief Executive Officer and other members of management, and the independent compensation consultant to assist
with its responsibilities. The following summarizes the roles of each of the key participants in the executive compensation
decision-making process.
Compensation Committee
The Compensation Committee, composed solely of members of the Board of Directors who (i) are not employees
of the Company, (ii) meet the independence requirements of the NYSE, and (iii) meet the qualifications of outside directors
under Section 162(m) of the U.S. Internal Revenue Code, is responsible for overseeing our executive compensation and
long-term incentive programs. Specifically, the Compensation Committee is responsible for:
•
•
•
•
•
•
•
reviewing and approving the target and actual compensation paid and the benefit levels received by our
Executive Officers;
annually recommend focus areas for our Chief Executive Officer for approval by the members of our Board
of Directors who meet the independence and experience requirements set forth in the Compensation
Committee charter, annually evaluating all aspects of our Chief Executive Officer’s performance in light of
these focus areas (with the participation of all non-executive members of the Board of Directors), and
setting our Chief Executive Officer’s compensation based on this evaluation and after reviewing data
concerning compensation practices in the competitive market;
establishing and approving our executive compensation plans and arrangements to provide benefits to our
Executive Officers in accordance with the goals and objectives of the Company, as established by the
Board of Directors;
administering the Company’s LTIP, including determining plan eligibility and approving individual awards
for all plan participants;
administering the Company’s Performance Award and Cash Bonus plan and approving individual awards
for all Executive Officers;
considering and approving executive employment and, to the extent permissible under Swiss law,
severance agreements or other contractual agreements that may be entered into with our Executive Officers
(which shall not include “single-trigger” change-in-control agreements);
reviewing and discussing this Compensation Discussion and Analysis with our management and, based
upon such review and discussion, recommending to the Board of Directors that the Compensation
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Discussion and Analysis be included in the proxy statement for our Annual General Meeting; and
•
assessing the risks associated with the Company’s compensation arrangements.
The Compensation Committee currently consists of four directors: Tan Ek Kia (Chairman), Frederico F. Curado,
Vincent J. Intrieri and Martin B. McNamara.
Independent Compensation Consultant
To assist in discharging its responsibilities, the Compensation Committee engaged an independent executive
compensation consulting firm, Pay Governance LLC, which advised the Compensation Committee on executive
compensation matters for 2015.
In order not to impair the independence of the Compensation Committee’s compensation consultant or create the
appearance of such an impairment, the Compensation Committee adopted a policy that any compensation consultant to
the Compensation Committee may not provide other services to the Company in excess of $100,000. Neither Pay
Governance nor any of its affiliates provided the Company with any other services in 2015. In May 2015, the Compensation
Committee assessed whether the work of Pay Governance for the Compensation Committee during 2015 raised any conflict
of interest by conducting a review of a number of independence factors, which included the factors set forth under Rule
10C-1 of the Exchange Act. The Compensation Committee concluded that no conflict of interest was raised that would
prevent Pay Governance from independently representing the Compensation Committee.
In advising the Compensation Committee, the compensation consultant reports to and acts at the direction of the
Compensation Committee. The Compensation Committee directs the compensation consultant in the performance of its
duties under its engagement to provide certain guidance on an ongoing basis, including:
•
•
•
•
•
•
expertise on compensation strategy and program design;
information relating to the selection of the Company’s peer group;
relevant market data and alternatives to consider when making compensation decisions;
assistance in establishing and updating annual and long-term incentive guidelines;
periodic reviews of the total executive compensation program; and
support and advice as the Compensation Committee conducts its analysis of and makes its decisions regarding
executive compensation.
The Compensation Committee does not necessarily adopt all recommendations given by the compensation
consultant but uses the consultant’s work as a reference in exercising its own judgment with respect to its own executive
compensation actions and decisions.
The compensation consultant participates in every meeting of the Compensation Committee and meets privately
with the Compensation Committee at the Compensation Committee’s request. Our management provides information to
the consultant but does not direct or oversee its activities with respect to our executive compensation program.
Other Advisors
From time-to-time, management engages other advisors to assist in providing advice to the Compensation
Committee, regarding executive compensation matters. Such advisors have included, among others, an outside corporate
law firm to provide advice regarding various legal issues, financial analysts to examine relevant performance metrics and
an outside actuarial firm to evaluate benefits programs. The Compensation Committee evaluates these advisors for
independence, when retained.
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Management
Our Chief Executive Officer annually reviews the competitive pay position and the performance of each member
of senior management other than himself. Our Chief Executive Officer’s conclusions and recommendations, including
base salary adjustments and award amounts for the current year and target annual award amounts for the next year under
our Performance Award and Cash Bonus Plan (other than for himself), are presented to the Compensation Committee. The
Compensation Committee makes all compensation decisions and approves all share-based awards for the Named Executive
Officers and other Executive Officers. The Compensation Committee may exercise its discretion in modifying any
compensation adjustment or awards to any Executive Officer, including reducing or increasing the payment amount for
one or more components of such awards.
Officers and other employees in our Human Resources Department assist our Chief Executive Officer with his
recommendations and develop and present other recommendations regarding compensation to the Compensation
Committee as needed. Our officers and other employees participate in Compensation Committee discussions in an
informational and advisory capacity and have no authority in the Compensation Committee’s decision-making process.
Additional Executive Compensation Information
Use of Tally Sheets
The Compensation Committee reviews compensation tally sheets, prepared by management, that present
comprehensive data on the total compensation and benefits package for each of our Named Executive Officers. Tally
sheets include all current compensation obligations, as well as additional analyses with respect to hypothetical terminations
to consider the Company’s obligations under such circumstances. The Compensation Committee does not use the tally
sheets to determine the various elements of compensation or the actual amounts of compensation to be approved but,
rather, to evaluate the Company’s obligations under the various programs.
Share Ownership Guidelines for Executives
We believe it is important for our Named Executive Officers to build and maintain an appropriate minimum
equity stake in the Company. The Company’s share ownership guidelines for Named Executive Officers are intended to
further align executives’ interests with the interests of our shareholders. Under these guidelines, Named Executive Officers
must retain 50% of any shares that vest (net of taxes due) until the ownership guidelines are met. Each of our Named
Executive Officers must own an amount of shares equivalent to the following:
CEO
Executive Vice President
Senior Vice President
Vice President
6x base pay
3x base pay
2x base pay
1x base pay
Compliance with this policy is reviewed by the Compensation Committee, and executives must certify their
compliance on an annual basis. The Compensation Committee may exercise its discretion in response to any non-
compliance of this policy.
No Hedging of Company Shares
We have a policy that prohibits any of our Executive Officers and directors from holding derivative instruments
tied to our shares, other than derivative instruments that may be granted by us (e.g., stock options). Our Executive Officers
and directors are prohibited from hedging, engaging in short sales and holding our shares in margin accounts.
No Pledging of Company Shares
We have a policy that prohibits any of our Executive Officers and directors from pledging shares issued by us.
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Our Executive Officers and directors must certify compliance with the hedging and pledging provisions of our
Insider Trading Policy on an annual basis.
Executive Compensation Recoupment/Clawback Policy
Under the Incentive Compensation Recoupment Policy, the Company is authorized to recover or adjust incentive
compensation to the extent the Compensation Committee determines that payments or awards have exceeded the amount
that would otherwise have been received, due to a restatement or if the Compensation Committee determines that an
executive has engaged in, or has knowledge of, and fails to prevent or disclose, fraud or intentional misconduct pertaining
to any financial reporting requirement.
The Compensation Committee expects to modify this policy after the SEC issues final rules on the recoupment
of executive compensation.
Tax Impact on Compensation
To the extent attributable to our United States subsidiaries and otherwise deductible, Section 162(m) of the
Internal Revenue Code (“Section 162(m)”) limits the tax deduction that United States subsidiaries can take with respect to
the compensation of designated Executive Officers, unless the compensation is “performance-based.”
Under the LTIP, the Compensation Committee has the discretion to award performance-based cash compensation
that qualifies under Section 162(m) based on the achievement of objective performance goals. All Executive Officers are
eligible to receive this type of award. The Compensation Committee has determined, and may in the future determine, to
award compensation that does not qualify under Section 162(m) as performance-based compensation.
P-64
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors has reviewed and discussed the above Compensation
Discussion and Analysis with management. Based on such review and discussions, the Compensation Committee
recommended to the Company’s Board of Directors that the above Compensation Discussion and Analysis be included in
this proxy statement.
Members of the Compensation Committee:
Tan Ek Kia, Chairman
Frederico F. Curado
Vincent J. Intrieri
Martin B. McNamara
P-65
Summary Compensation Table
EXECUTIVE COMPENSATION
The following table summarizes annual and long-term compensation awarded, earned or paid for services in all
capacities to the Named Executive Officers for the fiscal year ended December 31, 2015, and for those officers who were
also Named Executive Officers for 2014 or 2013, for fiscal years ended December 31, 2014 or 2013.
Salary(1)
$
693,182
Year
2015
Discretionary
Bonus
$
500,000
Stock
Awards(2)
$
7,990,424
Option
Awards(2)
$
—
Non-Equity
Incentive Plan
Compensation(3)
$
1,164,545
Name and
Principal Position
Jeremy D. Thigpen
President and Chief
Executive Officer
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings(4)
$
—
All Other
Compensation(9)
$
548,422
Total
$
10,896,573
Mark Mey
2015
449,667
500,000
5,199,332
—
540,162
—
418,116
7,107,276
Executive Vice President
and Chief Financial Officer
John B. Stobart
Executive Vice President
and Chief Operating Officer
David Tonnel
Senior Vice President
and Controller
2015
2014
2013
2015
2014
2013
670,000
664,167
631,667
440,000
437,500
420,833
Terry B. Bonno
2015
440,000
Senior Vice President
Marketing
Ian C. Strachan (5)
Former Interim Chief
Executive Officer
Steven L. Newman (6)
Former President and
Chief Executive Officer
Esa Ikaheimonen (7)
Former Executive Vice
President and Chief
Financial Officer
2015
705,654
2015
2014
2013
2015
2014
2013
520,833
1,241,667
1,191,667
451,615
766,364
731,487
Lars A. Sjobring (8)
2015
475,962
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,854,320
2,156,353
1,917,706
738,367
876,890
—
—
670,430
—
—
1,022,795
357,561
938,000
658,636
586,280
369,600
260,290
234,290
7,499
202,852
97,050
—
358,021
85,842
666,406
687,852
983,866
325,466
273,368
249,841
4,136,225
4,369,860
4,886,999
1,873,433
2,206,069
2,371,162
830,684
—
369,600
87,504
200,992
1,928,780
—
—
—
—
—
705,654
—
6,795,900
6,136,767
2,029,692
2,343,689
2,130,800
1,480,943
—
—
2,145,403
—
—
744,930
—
—
—
1,539,065
1,382,625
—
613,107
544,921
480,399
307,302
—
3,819,129
555,396
10,190,454
852,854
2,525,706
10,616,341
14,248,615
13,937,564
—
—
—
—
—
1,008,720
769,045
984,635
3,490,027
4,492,205
5,136,773
391,255
2,828,559
448,167
2,981,488
Former Senior Vice
President and General
Counsel
2014
450,820
153,770
1,621,429
(1) Base salary is denominated in U.S. dollars (US$). Messrs. Strachan, Ikaheimonen and Sjobring’s salaries were paid in Swiss francs (CHF) but, for
purposes of this table, converted to US$ using the average annual CHF to US$ exchange rates of 1.04028 and 1.07895 for 2014 and 2013,
respectively.
(2) Represents the aggregate grant-date fair value under accounting standards for recognition of share-based compensation expense for the specified
year. For a discussion of the valuation assumptions with respect to these awards, please see Note 17 to our consolidated financial statements included
in our Annual Report on Form 10-K for the year ended December 31, 2015.
(3) Non-Equity Incentive Plan Compensation includes annual cash bonuses paid to the Named Executive Officers based on service during the year
included in the table and awarded in the following year pursuant to the Performance Award and Cash Bonus Plan. The Performance Award and
Cash Bonus Plan, including the performance targets used for 2015, is described under “Compensation Discussion and Analysis—Performance
Award and Cash Bonus Plan.”
There are no nonqualified deferred compensation earnings included in this column because no Named Executive Officer received above-market or
preferential earnings on such compensation during 2015, 2014 or 2013.
Ian C. Strachan served as Interim President and Chief Executive Officer from February 16, 2015 through April 21, 2016.
(5)
(4)
P-66
Steven Newman stepped down as President and Chief Executive Officer on February 16, 2015.
Esa Ikaheimonen stepped down as Chief Financial Officer on May 27, 2015.
Lars Sjobring resigned as Senior Vice President and General Counsel on November 9, 2015
(6)
(7)
(8)
(9) All other compensation for 2015 consists of the following:
Company
Contributions
to Savings
Plans(1)
$
69,318
44,967
132,864
70,029
65,909
—
15,167
78,879
78,792
Life, Health
and Welfare
Insurance
Premiums
$
10,265
9,665
19,602
21,962
25,154
—
6,125
10,170
16,184
Dividend
Equivalents
on Time-
based DUs(2)
$
102,406
33,129
101,073
41,060
43,161
—
115,695
40,502
22,919
Executive
Expatriate
Assignment
Allowances(3)
$
279,855
224,769
378,830
192,415
—
—
136,223
185,023
245,423
Expatriate
Relocation
and
Geographic
Differential
$
86,577
105,586
34,037
—
66,768
—
97,278
16,723
27,937
Name
Jeremy D. Thigpen
Mark Mey
John B. Stobart
David Tonnel
Terry B. Bonno
Ian C. Strachan
Steven L. Newman(4)
Esa Ikaheimonen(5)
Lars A. Sjobring
(1) Messrs. Thigpen, Mey, Stobart, Tonnel, Newman and Ms. Bonno participate in the U.S. 401(k) Savings and Savings Restoration Plan.
Messrs. Ikaheimonen and Sjobring participate in the Transocean Management Ltd. Pension Plan. Amounts shown represent Company
contributions to those plans.
Includes dividend equivalents credited in 2015 but will not be paid until stock awards vest.
(2)
(3) Amounts includes automobile allowances and housing allowances for Mr. Thigpen ($90,722), Mr. Mey ($89,493), Mr. Stobart ($187,386),
Mr. Tonnel ($54,394), Mr. Newman ($78,225), Mr. Ikaheimonen ($115,385), and Mr. Sjobring ($146,154); home country leave allowances
for Mr. Thigpen ($15,187), Mr. Mey ($11,812), Mr. Stobart ($48,306), Mr. Tonnel ($46,245), Mr. Newman ($17,227), Mr. Ikaheimonen
($16,723), and Mr. Sjobring ($27,937); cost of living adjustment for Mr. Thigpen ($37,254), Mr. Mey ($36,488), Mr. Stobart ($94,443),
Mr. Newman ($39,425), Mr. Ikaheimonen ($58,154), and Mr. Sjobring ($71,394); and dependent education costs for Mr. Thigpen
($136,693), Mr. Mey ($83,800), Mr. Stobart ($45,919), Mr. Tonnel ($89,146), Mr. Ikaheimonen ($4,895), and Mr. Sjobring ($26,240).
In addition to the $370,488 identified above, Mr. Newman also received severance payments totaling $1,901,402, consistent with the terms
of his separation agreement, and distribution of non-qualified retirement benefits of $7,918,564.
In addition to the $331,297 identified above, Mr. Ikaheimonen also received severance payments totaling $677,423, consistent with the
terms of his separation agreement.
(4)
(5)
P-67
Grants of Plan-Based Awards for 2015
The following table provides information concerning the annual performance bonus and long-term incentive
awards made to each of the Named Executive Officers in the fiscal year ended December 31, 2015.
Name
Jeremy D. Thigpen (5)
Mark Mey (6)
John Stobart
David Tonnel
Terry Bonno
Esa Ikaheimonen
Lars Sjobring
Grant
Date
—
4/22/2015
4/22/2015
—
5/28/2015
5/28/2015
—
2/13/2015
2/13/2015
—
2/13/2015
2/13/2015
—
2/13/2015
2/13/2015
—
2/13/2015
2/13/2015
—
2/13/2015
2/13/2015
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards (1)
Maximum
Target
Threshold
($)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
($)
831,818
($)
1,663,636
—
—
—
—
382,217
764,433
—
—
—
—
670,000
1,340,000
—
—
—
—
264,000
528,000
—
—
—
—
264,000
528,000
—
—
—
—
—
—
—
—
—
—
333,173
666,347
—
—
—
—
Estimated Future Payouts Under
Equity Incentive Plan Awards (2)
Threshold
Target
Maximum
(#)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(#)
—
(#)
—
178,804
357,608
—
—
—
—
67,485
134,970
—
—
—
—
55,057
110,114
—
—
—
—
21,923
43,846
—
—
—
—
24,664
49,328
—
—
—
—
60,264
120,528
—
—
43,971
—
—
—
87,942
—
Grant
Date
Fair
Value of
Stock
and
Option
Awards (4)
($)
—
2,238,626
5,751,798
—
1,000,803
4,198,530
—
805,484
1,048,836
—
320,733
417,633
—
360,834
469,849
—
881,662
1,148,029
—
643,296
837,648
Number
of Shares
of Stock
or Units (3)
—
—
341,353
—
—
220,859
—
—
55,057
—
—
21,923
—
—
24,664
—
—
60,264
—
—
43,971
Exercise
or Base
Price of
Option
Award ($/Sh)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Messrs. Newman and Strachan received no grants of plan-based equity awards in 2015.
(1)
(2)
(3)
(4)
This column shows the amount of cash payable to the Named Executive Officers under our Performance Award and Cash Bonus Plan. Actual
amounts earned by the Named Executive Officers under the plan appear in the Non-Equity Incentive Plan Compensation Column of the Summary
Compensation Table. For more information regarding our Performance Award and Cash Bonus Plan, including the performance targets used for
2015, see “Compensation Discussion and Analysis—Performance Award and Cash Bonus Plan.”
The February 13, 2015 performance share unit award is subject to a three-year performance period ending on December 31, 2017. The actual
number of performance units received will be determined in the first 60 days of 2018 and is contingent on our performance in total shareholder
return relative to the Performance Peer Group and achievement of ROCE performance goals. Any earned shares will vest on December 31, 2018.
For more information regarding the LTIP, including the performance targets used for 2015 and the contingent nature of the awards granted under
the LTIP, please read, “Compensation Discussion and Analysis—Long-Term Incentive Plan.”
This column shows the number of time-vested restricted share units granted to the Named Executive Officers under the LTIP. The units vest in
one-third increments over a three-year period commencing on the anniversary of the date of grant.
This column represents the grant-date fair value of these awards calculated in accordance with accounting standards for recognition of share-
based payment awards. The 2015 performance share unit award’s fair value is calculated using both the Monte Carlo simulation to value TSR,
and ROCE valued at the share price on the grant date.
(5) Awards include a one-time sign-on grant of 162,549 time-vested restricted share units, with a grant-date fair value of $2,738,951.
(6) Awards include a one-time sign-on grant of 153,374 time-vested restricted share units, with a grant-date fair value of $2,915,640.
P-68
Outstanding Equity Awards at Year-End 2015
The following table sets forth certain information with respect to outstanding equity awards at December 31,
2015, for the Named Executive Officers.
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
Number of
Securities
Underlying
Unexercised
Options
Not
Exercisable
(#)
—
—
12,865
—
—
3,401
9,164
2,729
11,792
8,731
15,332
6,861
—
—
3,466
7,636
4,599
4,365
19,166
18,870
—
—
17,248
17,248
27,728
56,000
63,675
57,621
132,244
82,341
28,590
—
—
—
—
25,732
—
—
—
—
—
—
—
7,667
13,724
—
—
—
—
—
—
—
6,290
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Option
Exercise
Price
($/Share)
—
—
$59.30
—
—
$144.32
$60.19
$74.93
$83.32
$78.76
$50.79
$59.30
—
—
$144.32
$60.19
$83.32
$78.76
$50.79
$59.30
—
—
$83.70
$73.21
$144.32
$60.19
$80.26
$78.76
$50.79
$59.30
—
$59.30
—
—
Grant/
Award
Date
4/22/2015
5/28/2015
2/14/2013
2/13/2014
2/13/2015
7/9/2008
2/12/2009
9/1/2009
2/18/2010
2/10/2011
2/17/2012
2/14/2013
2/13/2014
2/13/2015
7/9/2008
2/12/2009
2/18/2010
2/10/2011
2/17/2012
2/14/2013
2/13/2014
2/13/2015
7/13/2006
10/12/2006
7/9/2008
2/12/2009
3/1/2010
2/10/2011
2/17/2012
2/14/2013
2/13/2014
2/14/2013
2/13/2014
2/13/2015
Option
Expiration
Date
—
—
2/13/2023
—
—
7/9/2018
2/11/2019
8/31/2019
2/17/2020
2/9/2021
2/16/2022
2/13/2023
—
—
7/9/2018
2/11/2019
2/17/2020
2/9/2021
2/16/2022
2/13/2023
—
—
7/12/2016
10/11/2016
5/31/2017
5/31/2017
5/31/2017
5/31/2017
5/31/2017
5/31/2017
—
8/31/2017
—
—
Number
of Shares
or Units
of Stock
That
Have
Not
Vested
(1) (#)
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested (2) ($)
Equity
Incentive Plan
Awards:
Number of
Unearned
Shares, Units,
Other Rights
That Have
Not Vested (#)
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units, Other
Rights That
Have Not
Vested (2) ($)
341,353
$4,225,950
178,804
(3)
$2,213,594
220,859
$2,734,234
67,485
(4)
$835,464
4,794
19,116
55,057
—
—
—
—
—
—
2,557
7,774
21,923
—
—
—
—
—
2,344
7,774
24,664
—
—
—
—
—
—
—
—
—
—
—
—
$59,350
$236,656
$681,606
—
—
—
—
—
—
$31,656
$96,242
$271,407
—
—
—
—
—
$29,019
$96,242
$305,340
—
—
—
—
—
—
—
—
—
—
—
—
28,673
55,057
—
—
—
—
—
—
—
11,660
21,923
—
—
—
—
—
—
11,660
24,664
—
—
—
—
—
—
—
—
20,272
—
16,708
11,400
(5)
(6)
—
—
—
—
—
—
—
(5)
(6)
—
—
—
—
—
—
(5)
(6)
—
—
—
—
—
—
—
—
—
(5)
(6)
$354,972
$681,606
—
—
—
—
—
—
—
$144,351
$271,407
—
—
—
—
—
—
$144,351
$305,340
—
—
—
—
—
—
—
—
$501,935
—
$206,845
$141,132
Name
Jeremy D. Thigpen
Mark Mey
John Stobart
David Tonnel
Terry Bonno
Steven Newman
Esa Ikaheimonen
(1) Represents time-vested restricted share units. Restricted share units vest in one-third increments over a three-year period.
(2)
For purposes of calculating the amounts in these columns, the closing price of our shares on the NYSE on December 31, 2015, of $12.38 was
used.
(3) Mr. Thigpen’s April 22, 2015 grant of performance shares units vest December 31, 2017.
(4) Mr. Mey’s May 28, 2015 grant of performance shares units vest December 31, 2017.
(5) Represents the February 13, 2014, performance shares units, which is subject to a three-year performance period ending on December 31,
2016. The actual number of performance shares units received will be determined in the first 60 days of 2017 and is contingent on our
performance in total shareholder return relative to the Performance Peer Group. Any shares earned will vest on December 31, 2016. For more
information regarding the LTIP, please read “Compensation Discussion and Analysis—Long-Term Incentive Plan.”
(6) Represents the February 13, 2015, performance shares units, which is subject to a three-year performance period ending on December 31,
2017. The actual number of performance shares units received will be determined in the first 60 days of 2018 and is contingent on our
performance in total shareholder return relative to the Performance Peer Group. Any shares earned will vest on December 31, 2017. For more
information regarding the LTIP, please read “Compensation Discussion and Analysis—Long-Term Incentive Plan.”
P-69
Option Exercises and Shares Vested for 2015
The following table sets forth certain information with respect to the exercise of options and the vesting of
restricted share units, as applicable, during 2014 for the Named Executive Officers.
Option Awards
Stock Awards (1)
Number of
Shares
Acquired on
Exercise (#)
—
—
—
—
—
—
Value
Realized on
Exercise ($)
—
—
—
—
—
—
Number of
Shares
Acquired on
Vesting (#)
21,393
9,591
8,853
139,143
8,905
107,470
Value
Realized on
Vesting ($)
319,507
154,703
142,799
2,449,965
143,638
1,559,153
Name
John B. Stobart
David Tonnel
Terry Bonno
Steven L. Newman
Lars A. Sjobring
Esa Ikaheimonen
(1) Calculated by multiplying the closing price of our shares on the NYSE on the date of vesting multiplied by the number of shares that vested
on such date.
Messrs. Thigpen, Mey and Strachan realized no vestings or exercises in 2015.
Pension Benefits for 2015
We maintain the following pension plans for executive officers and other employees that provide for post-
retirement income based on age and years of service:
• Transocean U.S. Retirement Plan
• Transocean Pension Equalization Plan
• Transocean International Retirement Plan
• Transocean Management Ltd. Pension Plan
• Transocean Savings Restoration Plan
P-70
The following table and narrative disclosure set forth certain information with respect to pension benefits payable
to the Named Executive Officers pursuant to these plans:
Name
Jeremy D. Thigpen
Mark Mey
John B. Stobart
David Tonnel
Terry Bonno
Steven L. Newman
Lars A. Sjobring
Esa Ikaheimonen
Plan Name
Transocean Savings Restoration Plan
Transocean U.S. Retirement Plan
Transocean Savings Restoration Plan
Transocean U.S. Retirement Plan
Transocean Pension Equalization Plan
Transocean Savings Restoration Plan
Transocean U.S. Retirement Plan
Transocean International Retirement Plan
Transocean Pension Equalization Plan
Transocean Savings Restoration Plan
Transocean U.S. Retirement Plan
Transocean Pension Equalization Plan
Transocean Savings Restoration Plan
Transocean U.S. Retirement Plan
Transocean Pension Equalization Plan
Transocean U.S. Retirement Plan
Transocean Management Ltd. Pension Plan
Transocean Management Ltd. Pension Plan
Number of
Years
Credited
Service
(#)
1
1
1
1
3
1
3
10
10
1
10
31
1
31
22
22
2
3
Present
Value of
Accumulated
Benefit
($)
42,818
—
18,467
—
233,079
106,364
92,972
101,801
474,490
43,529
254,569
2,689,808
39,409
1,643,333
—
763,839
—
—
Payments
During 2015
($)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
7,876,196
—
184,249
405,359
Transocean U.S. Retirement Plan
The Transocean U.S. Retirement Plan is a tax-qualified pension plan funded through cash contributions made by
the Company based on actuarial valuations and regulatory requirements. Messrs. Newman, Stobart, and Tonnel were the
Named Executive Officers in 2014 who participated in this plan. The purpose of the plan is to provide post-retirement
income benefits to employees in recognition of their long-term service to the Company. Employees working for the
Company in the U.S. are fully vested after completing five years of eligible employment. Benefits available to the Named
Executive Officers are no greater than those offered to non-executive participants. Employees earn the right to receive a
benefit upon retirement at the normal retirement age of 65 or upon early retirement (age 55 or older). Effective as of
January 1, 2015, the Company authorized the amendment of the Plan in order to freeze benefits under the Plan effective
as of December 31, 2014.
The following elements of executive compensation are included in computing the retirement benefit: base salary,
non-equity incentive plan compensation and special performance cash bonuses. Retirement benefits are calculated as
(1) the product of (A) each year of an employee’s credited service, times (B) 2.00%, times (C) the final average earnings,
minus (2) the product (also referred to as the “Offset”) of (A) each year of an employee’s credited service, times (B) 0.65%,
times (C) the final average social security earnings. However, the Offset cannot be greater than one-half of the gross
benefit, calculated using the lesser of the final average earnings and final average Social Security earnings.
If the employee elects to retire between the ages of 55 and 64, the amount of benefits is reduced; actuarial
reduction factors are applied to his or her “gross benefit” and his or her final average Social Security earnings offset to
allow for the fact that his or her benefit will start earlier than “normal” and will, therefore, be paid for a longer period of
time. If the employee terminates service at age 55 or later, he or she may elect to receive an unreduced benefit as early as
age 62.
None of the Named Executive Officers met the eligibility requirements for “early retirement” under the plan. The
gross benefit is reduced 2% per year for the first five years and 6% per year for the next five years that the early retirement
P-71
date precedes the normal retirement date. The offset benefit is reduced 6.67% per year for the first five years and 3.33%
per year for the next five years that the early retirement date precedes the normal retirement date.
Certain assumptions and calculation methods were used to determine the values of the pension benefits disclosed
in the Pension Benefits Table above. In particular, monthly accrued pension benefits, payable at age 65, were determined
as of December 31, 2014. The present value of these benefits was calculated based on assumptions used in the Company’s
financial statements for 2013. The key assumptions used were:
Interest Rate:
Mortality:
Form of Payment:
Compensation:
Retirement Age:
Percentage Married:
4.58%
RP 2006 MP 2015
Joint & 50% Survivor Annuity
Base Salary + Non-Equity Incentive Plan Compensation
62
70% Male—60% Female
Transocean Pension Equalization Plan
Officers, including each of the Named Executive Officers, are eligible to receive a benefit from the Company’s
nonqualified, unfunded, noncontributory Pension Equalization Plan (“PEP”) if the level of their compensation would
otherwise cause them to exceed the Internal Revenue Code compensation limitations imposed on the Transocean U.S.
Retirement Plan. The purpose of this plan is to recognize an executive’s service to the Company and provide supplemental
post-retirement income to those individuals. Benefits are payable upon a participant’s termination of employment, or six
months after termination in the case of certain officers.
The plan recognizes the same forms of compensation as the U.S. Retirement Plan. Benefits are not earned until
the individual has five years of credited service with the Company. The formula used to calculate the plan benefit is the
same as that which is used to calculate benefits under the Transocean U.S. Retirement Plan; however, earnings are not
limited to the pay cap under the Internal Revenue Code Section 401(a)(17) ($265,000 in 2015). The plan was amended
effective January 1, 2015, to (1) freeze benefits under the plan effective as of December 31, 2014, and (2) change the
Applicable Interest Rate in effect on January 1, 2015.
Certain assumptions and calculation methods were used to determine the values of the pension benefits disclosed
in the Pension Benefits Table above. In particular, monthly accrued pension benefits, payable at age 65, were determined
as of December 31, 2015. The present value of these benefits was calculated based on assumptions used in the Company’s
financial statements for 2015.
The key assumptions are:
Interest Rate:
Mortality:
Form of Payment:
Lump Sum Rate (grandfathered):
Lump Sum Rate (non-grandfathered):
Compensation:
Retirement Age:
Percentage Married:
3.39%
2016-417(e)
Lump Sum
1.89%
3.39%
Base Salary + Non-Equity Incentive Plan Compensation
62
70% Male—60% Female
Transocean International Retirement Savings Plan
In January 2014, the Transocean International Retirement Plan and the Transocean International Savings Plan
were merged into one trust-based plan called the Transocean International Retirement Savings Plan. The plan is a
nonqualified, defined contribution plan, for non-U.S. citizen employees who accept international assignments and have
completed at least one full calendar month of service. Eligibility in the plan is based on residency outside of the U.S.
Mr. Tonnel was the only Named Executive Officer in 2015 who held accrued benefits in this plan, however, he did not
actively participate in this plan in 2015. The plan is funded through cash contributions by the Company as a percentage of
compensation along with voluntary contributions by employees, which are limited to 15% of the employee’s base pay.
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Current Company contribution levels are as follows:
Service
Company Match
< 5 years
5 - 9 years
10 - 14 years
15 - 19 years
20+ years
4.5%
5%
5.5%
6%
6.5%
Contributions are based on a participant’s compensation (regular pay, non-equity cash incentive pay and special
performance cash awards). The normal retirement age under the plan is age 60; however, participants who are age 50 or
older, and who are vested with two or more years of service, may upon termination or retirement, elect to receive a lump
sum or an annuity based on the full cash value of the participant’s retirement account. If a participant retires with less than
two years of service, the participant will only be entitled to receive benefits under the plan based on the accumulated value
of his voluntary employee contributions.
Transocean Management Ltd. Pension Plan
The Company maintains the Transocean Management Ltd. Pension Plan, a nonqualified, defined contribution
plan, for its non-U.S. dollar paid employees in Switzerland. Messrs. Ikaheimonen, and Sjobring were the Named Executive
Officers in 2015 who participated in this plan. The plan is funded through cash contributions by the Company as a
percentage of compensation along with contributions by employees. Mandatory contributions by the employees are 6% of
pensionable salary. Additional voluntary contributions are permitted but these contributions do not generate any additional
match by the Company. Current Company contribution levels are as follows:
Age
24
34
44
54
Company Match
10%
12%
14%
16%
Contributions are based on a participant’s annual salary. Regular retirement age under the plan is age 65 for men
and 64 for women, as is customary in Switzerland.
Nonqualified Deferred Compensation for 2015
The following table and narrative disclosure set forth certain information with respect to nonqualified deferred
compensation payable to the Named Executive Officers. All nonqualified deferred compensation plan benefits are payable
in cash from the Company’s general assets.
Name
David Tonnel
Terry Bonno
Steven Newman
Executive
Contributions
in Last FY
($)
—
—
—
Registrant
Contributions
in Last FY(1)
($)
—
—
—
Aggregate
Earnings in
Last FY(2)
($)
7
3
904
Aggregate
Withdrawals/
Distributions
($)
—
—
42,369
Aggregate
Balance at
Last FYE(3)
($)
236
98
—
(1)
The Transocean U.S. Supplemental Savings Plan was frozen as of December 31, 2008. Accordingly, no new participants have been
added since 2008. The balances under the plan will continue to accrue interest and remain in the plan until the participant leaves the
Company.
(2) Represents earnings in 2015 on balances in the Transocean U.S. Supplemental Savings Plan.
(3) Represents balances as of December 31, 2015 in the Transocean U.S. Supplemental Savings Plan.
(4) Messrs. Thigpen, Mey, Stobart, Strachan, Ikaheimonen and Sjobring were not participants in the Transocean U.S. Supplemental
Savings Plan at the time plan was suspended and have no balances or contributions.
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Transocean U.S. Supplemental Savings Plan
The Named Executive Officers and certain other highly compensated employees as of December 31, 2008, were
eligible to participate in the nonqualified, unfunded Transocean U.S. Supplemental Savings Plan if the level of their base
salaries would otherwise cause them to exceed the contribution limits imposed by the Internal Revenue Code on the
Transocean U.S. Savings Plan. Base pay is used to calculate the benefit. The Company maintains on its books an account
for each participant to whom it credits (1) the amount of any Company matching contributions which are not paid to the
Transocean U.S. Savings Plan due to limitations of the Internal Revenue Code, plus (2) earned interest. This interest is
credited at the end of each calendar quarter and is calculated as a sum that is equal to the average balance for the quarter
multiplied by one-fourth of the annual prime rate for corporate borrowers quoted by The Federal Reserve Statistical
Release at the beginning of the quarter. The participant’s supplemental savings benefit equals the balance recorded in his
account. A participant receives a single lump sum payment of the balance at the time of such participant’s termination, or
six months after termination in the case of certain officers. A participant may not receive a distribution or make any
withdrawals prior to such participant’s termination. On December 31, 2008, the Transocean U.S. Supplemental Savings
Plan was frozen. No further benefits have accrued under the plan since December 31, 2008.
Transocean Savings Restoration Plan
The Company maintains the Transocean Savings Restoration Plan, a nonqualified, unfunded, defined contribution
plan for key management employees, including each actively employed Named Executive Officer who earns compensation
in excess of certain limits in the Internal Revenue Code. The plan provides that eligible participants receive an annual
contribution equal to 10% (or such other percentage as determined by the administrative committee) of the compensation
earned in a particular calendar year that is in excess of the Internal Revenue Code limits. A participant must be employed
on the last day of the calendar year in order to receive a contribution for a particular year.
Potential Payments Upon Termination or Change of Control
The following tables and narrative disclosure set forth, as of December 31, 2015, certain information with respect
to compensation that would be payable to the Named Executive Officers, still serving as officers of the Company as of
December 31, 2015, upon a variety of termination or change of control scenarios.
As of December 31, 2015, the Named Executive Officers still serving as officers of the Company were eligible
for the executive severance benefit policy. Members of the Executive Management Team are further subject to the full
limitations of the Minder Ordinance regarding severance upon expiry of the grandfathering provisions of the Minder
Ordinance in December 2015.
Voluntary Not-for-Cause Termination
Mr. Thigpen
Mr. Mey
Mr. Stobart
Mr. Tonnel
Ms. Bonno
Compensation Element
Pension Equalization Plan (1)
Supplemental Savings Plan (2)
Savings Restoration Plan
Total Potential Payments
$
—
—
—
—
$
—
—
—
—
$
233,079
—
106,364
339,443
$
474,490
233
43,529
518,252
$
2,689,808
98
39,409
2,729,315
(1)
(2)
The amount of PEP benefits included in the table for each of Messrs. Stobart, Tonnel and Ms. Bonno represents the present value of those
benefits, which would not have been payable as of December 31, 2015, but would be payable once he/she reaches 55 years of age.
The supplemental savings plan benefit is equal to the balance, which includes interest, recorded in each Named Executive Officer’s account
as of December 31, 2015. Each of Messrs. Stobart and Tonnel and Ms. Bonno are eligible to receive a lump sum payment of the balance after
a six-month waiting period after their termination. No distributions or withdrawals are permitted prior to termination.
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Involuntary Not-for-Cause Termination
Compensation Element
Cash Severance Payment
Non-Equity Incentive Compensation
Equity Incentive Compensation
Vested Stock Options
Unvested Stock Options(2)
Time-based Restricted Share Units(3)
Performance-based Units(4)
Pension Equalization Plan(5)
Supplemental Savings Plan(6)
Outplacement Services
Savings Restoration Plan
Mr. Thigpen
$
Mr. Mey
$
—
1,200,000
—
—
4,225,950
805,867
—
—
—
—
—
646,000
—
—
2,734,234
270,793
—
—
—
—
Total Potential Payments
6,231,817
3,651,027
Mr. Stobart (1)
$
670,000
670,000
Mr. Tonnel (1)
$
440,000
264,000
Ms. Bonno (1)
$
440,000
264,000
—
—
977,611
502,798
233,079
—
33,500
106,364
3,193,352
—
—
399,305
201,972
474,490
235
22,000
43,529
1,845,531
—
—
430,601
216,632
2,689,808
98
22,000
39,409
4,102,548
(1) Any involuntary not-for-cause termination as of December 31, 2015, would have been calculated under the executive severance benefit and the
Performance Award and Cash Bonus Plan.
(2) The terms and conditions of the non-qualified option awards provide that upon an involuntary, not-for-cause termination, any unvested options are
canceled as of the date of termination.
(3) RSUs are awards that vest in equal installments over three years, on the first, second and third anniversaries of the date of grant. Upon an involuntary,
(4)
not-for-cause termination, all of the RSUs would vest.
PSUs are based upon the achievement of a performance standard over a three-year period. The determination period for a portion of the PSUs ends
on December 31, 2016, and the determination period for the remaining PSUs ends on December 31, 2017. The actual number of PSUs received will
be determined in the first 60 days of 2017 of 2018, as applicable, and is contingent on our performance in total shareholder return relative to the
Performance Peer Group. Upon an involuntary, not-for-cause termination, the Named Executive Officers would receive a pro-rata portion of the
PSUs. The pro-rata portion of the PSUs is determined by multiplying the number of PSUs which would have otherwise been earned had the Named
Executive Officer’s employment not been terminated by a fraction, the numerator of which is the number of calendar days he was employed during
the performance cycle after the grant date and the denominator of which is the total number of calendar days in the performance cycle after the grant
date.
(5) The amount of PEP benefits included in the table for each of Messrs. Stobart, Tonnel and Ms. Bonno represents the present value of those benefits
which would not have been payable as of December 31, 2015, but would be payable once he reaches 55 years of age.
(6) The supplemental savings plan benefit is equal to the balance, which includes interest, recorded in each Named Executive Officer’s account as of
December 31, 2015. Each of Messrs. Stobart, Tonnel and Ms. Bonno are eligible to receive a lump sum payment of the balance after a six-month
waiting period after his termination. No distributions or withdrawals are permitted prior to termination.
Death
Compensation Element
Non-Equity Incentive Compensation(1)
Equity Incentive Compensation
Vested Stock Options
Unvested Stock Options(2)
Time-based Restricted Share Units(2)
Performance-based Units(3)
Pension Equalization Plan
Supplemental Savings Plan(4)
Life Insurance Benefit
Savings Restoration Plan
Total Potential Payments
Mr. Thigpen
Mr. Mey
Mr. Stobart
Mr. Tonnel
Ms. Bonno
$
1,200,000
—
—
4,225,950
805,867
—
—
1,000,000
—
7,231,817
$
646,000
—
—
2,734,234
270,793
—
—
1,000,000
—
4,651,027
$
670,000
—
—
977,611
502,798
233,079
—
1,000,000
106,364
3,489,852
$
264,000
—
—
399,305
201,972
474,490
235
1,000,000
43,529
2,383,531
$
264,000
—
—
430,601
216,632
2,689,808
98
1,000,000
39,409
4,640,548
(1)
(2)
(3)
(4)
Each Named Executive Officer’s beneficiary would receive the pro-rata share of the deceased’s targeted non-equity incentive plan
compensation for 2015. If the Named Executive Officer died on December 31, 2015, then this pro-rata share would be equal to 100% of such
Named Executive Officer’s targeted non-equity compensation for 2015.
The unvested portions of the stock options and RSUs vest immediately upon death.
The beneficiary of each Named Executive Officer is entitled to a pro-rata portion of PSUs upon such Named Executive Officer’s death.
Each Named Executive Officer would be eligible to receive the same supplemental savings plan payments as contemplated under the
“Involuntary Not-for-Cause Termination” scenario described above.
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Disability
Compensation Element
Non-Equity Incentive Compensation(1)
Equity Incentive Compensation
Vested Stock Options
Unvested Stock Options(2)
Time-based Restricted Share Units(2)
Performance-based Units(3)
Pension Equalization Plan
Supplemental Savings Plan
Disability Benefit(4)
Savings Restoration Plan
Total Potential Payments
Mr. Thigpen
$
1,200,000
Mr. Mey
$
646,000
Mr. Stobart
$
670,000
Mr. Tonnel
$
264,000
Ms. Bonno
$
264,000
—
—
4,225,950
805,867
—
—
—
—
6,231,817
—
—
2,734,234
270,793
—
—
—
—
3,651,027
—
—
977,611
502,798
233,079
—
—
106,364
2,489,852
—
—
399,305
201,972
474,490
235
—
43,529
1,383,531
—
—
430,601
216,632
2,689,808
98
—
39,409
3,640,548
(1)
Each of the potential non-equity incentive plan compensation and supplemental savings plan payments under this “Disability” scenario would
be the same as contemplated under the “Death” scenario described above.
The unvested portions of the stock options and RSUs vest immediately upon disability.
Each Named Executive Officer is entitled to a pro-rata portion of the PSUs upon disability.
(2)
(3)
(4) None of our Named Executive Officers is eligible for any disability benefits beyond those benefits that are available generally to all of our
salaried employees.
Retirement
Compensation Element
Non-Equity Incentive Compensation
Equity Incentive Compensation
Vested Stock Options
Unvested Stock Options
Time-based Restricted Share Units
Performance-based Units(1)
Pension Equalization Plan(2)
Supplemental Savings Plan(3)
Savings Restoration Plan
Total Potential Payments
Mr. Thigpen
$
1,200,000
Mr. Mey
$
646,000
Mr. Stobart
$
670,000
Mr. Tonnel
$
264,000
Ms. Bonno
$
264,000
—
—
4,225,950
805,867
—
—
—
6,231,817
—
—
2,734,234
270,793
—
—
—
3,651,027
—
—
977,611
502,798
233,079
—
106,364
2,489,852
—
—
399,305
201,972
474,490
235
43,529
1,383,531
—
—
430,601
216,632
2,689,808
98
39,409
3,640,548
(1)
(2)
(3)
The treatment of PSU awards upon retirement would be treated the same as described under “Involuntary Not-for-Cause Termination”
above.
The amount of PEP benefits included in the table for each of Mr. Tonnel represents the present value of those benefits which would not
have been payable as of December 31, 2015, but would be payable once he reaches 55 years of age.
Each Named Executive Officer would be eligible to receive the same supplemental savings plan payments as contemplated under the
“Involuntary Not-for-Cause Termination” scenario described above.
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Change of Control
Compensation Element
Cash Severance Payment
Non-Equity Incentive Compensation
Equity Incentive Compensation
Vested Stock Options
Unvested Stock Options(2)
Time-based Restricted Share Units(2)
Performance-based Units(3)
Pension Equalization Plan(4)
Supplemental Savings Plan(4)
Outplacement Services
Savings Restoration Plan
Total Potential Payments
Mr. Thigpen
$
Mr. Mey
$
—
1,200,000
—
646,000
Mr. Stobart(1)
$
670,000
670,000
Mr. Tonnel(1)
$
440,000
264,000
Ms. Bonno(1)
$
440,000
—
—
—
4,225,950
2,213,594
—
—
—
—
7,639,544
—
—
2,734,234
835,464
—
—
—
—
4,215,698
—
—
977,611
1,214,614
233,079
—
33,500
106,364
3,905,168
—
—
399,305
510,712
474,490
235
22,000
43,529
2,154,271
—
—
430,601
536,735
2,689,808
98
22,000
39,409
4,158,651
(1) Any termination in connection with a change of control as of December 31, 2015, would have been calculated under the executive
(2)
(3)
(4)
severance benefit policy and the Performance Award and Cash Bonus Plan.
The unvested portions of the stock options and RSUs vest immediately upon a change of control termination.
Each Named Executive Officer is entitled to the number of PSUs equal to the target award upon a change of control termination.
Each Named Executive Officer would be eligible to receive the same supplemental savings plan and pension equalization plan payments as
contemplated under the “Involuntary Not-for-Cause Termination” scenario described above.
EQUITY COMPENSATION PLAN INFORMATION
The following table provides information concerning securities authorized for issuance under our equity
compensation plans as of December 31, 2015.
Plan Category
Equity compensation plans approved by security
holders(1)
Equity compensation plans not approved by security
holders(2)
Total
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
(a)
Weighted-average
exercise price
of outstanding
options, warrants
and rights
(b)
Number of securities
remaining available for
future issuance under
equity compensation
plans
(excluding securities
reflected in column (a))
(c)
1,722,677 $
74.41
21,244,829
—
1,722,677 $
—
74.41
—
21,244,829
(1) Restricted shares and deferred units are included in the awards we may grant under the LTIP, and 2,733,806 shares are available for future issuance
pursuant to grants of restricted shares and deferred units.
(2) Does not include any shares that may be distributed under our deferred compensation plan, which has not been approved by our shareholders. Under
this plan, our directors could defer any fees or retainers by investing those amounts in Transocean Inc. ordinary share equivalents or in other
investments selected by the administrative committee. Amounts that are invested in the share equivalents at the time of distribution are distributed
in ordinary shares. After December 31, 2005, no further deferrals may be made under the plan. As of the time immediately prior to our merger with
GlobalSantaFe, our directors had purchased 30,490 Transocean Inc. ordinary share equivalents under this plan. Each of the share equivalents was
reclassified into 0.6996 share equivalents and $33.03 cash. Fractional share equivalents were paid in cash. The total cash consideration was used to
purchase additional share equivalents using the closing price for Transocean Inc. ordinary shares on November 27, 2007. As a result of the
redomestication transaction pursuant to which Transocean Inc. merged by way of schemes of arrangement under Cayman Islands law with
Transocean Cayman Ltd., with Transocean Inc. as the surviving company, each Transocean Inc. ordinary share equivalent was exchanged for a
Transocean Ltd. share equivalent. For the years ended December 31, 2015 and 2014, our directors held 18,156 and 20,275 share equivalents,
respectively, under the plan.
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Compensation Committee Interlocks and Insider Participation
OTHER MATTERS
The members of the Compensation Committee of the Board of Directors during 2015 were Tan Ek Kia, Chairman,
Frederico F. Curado, Vincent J. Intrieri and Martin B. McNamara. There are no matters relating to interlocks or insider
participation that we are required to report.
Section 16(a) Beneficial Ownership Reporting Compliance
Federal securities laws require the Company’s Executive Officers and directors, and persons who own more than
ten percent of the Company’s shares, to file initial reports of ownership and reports of changes in ownership of the
Company’s equity securities with the Securities and Exchange Commission. Based solely on a review of such reports
furnished to the Company and written representations that no report on Form 5 was required for 2015, the Company
believes that no director, officer or beneficial owner of more than ten percent of the Company’s shares failed to file a report
on a timely basis in 2015.
Householding
The SEC permits us, under certain circumstances, to send a single set of the Notice of Internet Availability of
Proxy Materials, proxy materials, and annual reports to any household at which two or more shareholders reside if they
appear to be members of the same family. This procedure, referred to as householding, reduces the volume of duplicate
information shareholders receive and reduces mailing and printing expenses.
In order to take advantage of this opportunity, we have delivered only one Notice of Internet Availability of Proxy
Materials or, if you previously requested to receive paper proxy materials by mail, one proxy statement and annual report
to shareholders who share an address (unless we received contrary instructions from the affected shareholders prior to the
mailing date). However, if any such shareholder residing at such an address wishes to receive a separate copy of any of
these documents either now or in the future, or if any such shareholder that elected to continue to receive separate copies
wishes to receive a single copy in the future, that shareholder should send a request in writing to Investor Relations at our
offices in the United States, at 4 Greenway Plaza, Houston, Texas 77046 or by calling +1 (713) 232-7500. We will deliver,
promptly upon written or oral request to Investor Relations, a separate copy of the proxy materials to a shareholder at a
shared address to which a single copy of the documents was delivered.
A number of brokerage firms have instituted householding. If your family or others with a shared address have
one or more “street name” accounts under which you beneficially own shares, you may have received householding
information from your broker/dealer, financial institution or other nominee in the past. Please contact the holder of record
directly if you have questions, require additional copies of the proxy materials or wish to revoke your decision to household
and thereby receive multiple copies.
Proposals of Shareholders
Shareholder Proposals in the Proxy Statement. Rule 14a-8 under the Exchange Act addresses when a company
must include a shareholder’s proposal in its proxy statement and identify the proposal in its form of proxy when the
company holds an annual or special meeting of shareholders. Under Rule 14a-8, in order for your proposals to be
considered for inclusion in the proxy statement and proxy card relating to our 2017 Annual General Meeting, your
proposals must be received at our principal executive offices c/o Transocean Management Ltd., 10 Chemin de Blandonnet,
CH-1214 Vernier, Switzerland by no later than November 18, 2016 at 5:00 p.m., Swiss time. However, if the date of the
2017 Annual General Meeting changes by more than 30 days from the anniversary of the 2016 Annual General Meeting,
the deadline is a reasonable time before we begin to print and mail our proxy materials. We will notify you of this deadline
in a Quarterly Report on Form 10-Q, in a Current Report on Form 8-K or in another communication to you. Shareholder
proposals must also be otherwise eligible for inclusion.
Shareholder Proposals and Nominations for Directors to be Presented at Meetings. If you desire to bring a matter
before an Annual General Meeting and the proposal is submitted outside the process of Rule 14a-8, you must follow the
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procedures set forth in our Articles of Association. Our Articles of Association provide generally that, if you desire to
propose any business at an Annual General Meeting (including the nomination of any director), you must give us written
notice at least 30 calendar days prior to the anniversary date of the proxy statement in connection with Transocean’s last
Annual General Meeting; provided, however, that if the date of the Annual General Meeting is 30 calendar days before or
after the anniversary date of the last Annual General Meeting, such request must instead be made by the tenth day following
the date on which we have made public disclosure of the date of the Annual General Meeting. The deadline under our
Articles of Association for submitting proposals will be February 16, 2017 at 5:00 p.m., Swiss Time for the 2017 annual
meeting unless it is more than 30 calendar days before or after May 12, 2016.
In order for the notice to be considered timely under Rule 14a-4(c) of the Exchange Act, proposals must be
received no later than February 16, 2017 at 5:00 p.m., Swiss Time. The request must specify the relevant agenda items and
motions, together with evidence of the required shareholdings recorded in the share register, as well as any other
information as would be required to be included in a proxy statement pursuant to the rules of the SEC.
If you desire to nominate directors to be presented at an Annual General Meeting, you must give us written notice
within the time period described in the preceding paragraph. If you desire to nominate directors to be presented at an
extraordinary general meeting at which the Board of Directors has determined that directors will be elected, you must give
us written notice by the close of business on the tenth day following our public disclosure of the meeting date. Notice for
the nomination of directors at any general meeting must set forth:
•
•
•
•
•
•
your name and address and the name and address of the person or persons to be nominated;
a representation that you are a holder of record of our shares entitled to vote at the meeting or, if the record
date for the meeting is subsequent to the date required for that shareholder notice, a representation that you
are a holder of record at the time of the notice and intend to be a holder of record on the date of the meeting
and, in either case, setting forth the class and number of shares so held, including shares held beneficially;
a representation that you intend to appear in person or by proxy as a holder of record at the meeting to
nominate the person or persons specified in the notice;
a description of all arrangements or understandings between you and each nominee you propose and any
other person or persons under which the nomination or nominations are to be made by you;
any other information regarding each nominee you propose that would be required to be included in a proxy
statement filed pursuant to the proxy rules of the SEC; and
the consent of each nominee to serve as a director if so elected.
The Board of Directors may refuse to transact any business or to acknowledge the nomination of any person if
you fail to comply with the foregoing procedures. You may obtain a copy of our Articles of Association and Organizational
Regulations, in which these procedures are set forth, upon written request to our Corporate Secretary, Transocean Ltd.,
Turmstrasse 30, CH-6300 Zug, Switzerland.
Cost of Solicitation
The accompanying proxy is being solicited on behalf of the Board of Directors. The expenses of preparing,
printing and mailing the proxy and the materials used in the solicitation will be borne by us. We have retained Innisfree
M&A Incorporated (New York) for a fee of $20,000, plus expenses, to aid in the solicitation of proxies. Proxies may be
solicited by personal interview, mail, telephone, facsimile, Internet or other means of electronic distribution by our
directors, officers and employees, who will not receive additional compensation for those services. Arrangements also may
be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation materials
to the beneficial owners of shares held by those persons, and we will reimburse them for reasonable expenses incurred by
them in connection with the forwarding of solicitation materials.
P-79
Forward-Looking Statements
The statements included in this proxy statement, including in the letter to shareholders and in the section entitled
“Compensation Discussion and Analysis—Executive Summary—2015 Business Overview,” regarding future financial
performance, results of operations, liquidity, stacking of assets and the market and other statements that are not historical
facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of
the Exchange Act. Forward-looking statements are subject to numerous risks, uncertainties and assumption, including, but
not limited to, the future prices of oil and gas, operating hazards and delays, actions by customers and other third parties,
conditions in the drilling industry and in the capital markets and those described under “Item 1A. Risk Factors” in the 2015
Annual Report and in our other filings with the SEC. Should one or more of these risks or uncertainties materialize (or the
other consequences of such a development worsen), or should underlying assumptions prove incorrect, actual results may
vary materially from those indicated or expressed or implied by such forward-looking statements. All subsequent written
and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their
entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements.
Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to
publicly update or revise any forward-looking statements, except as required by law.
P-80
Genehmigtes
Aktienkapital
Annex A – Renewal of Authorized Share Capital
Artikel 5
Article 5
1 Der Verwaltungsrat ist
Authorized Share Capital
1 The Board of Directors is
ermächtigt, das Aktienkapital
jederzeit bis zum 16. Mai 2016
12. Mai 2018 im
Maximalbetrag von CHF
2’242’983.80 2’225’804.30
durch Ausgabe von höchstens
22’429’838 22’258’043
vollständig zu liberierenden
Aktien mit einem Nennwert
von je CHF 0.10 zu erhöhen.
Eine Erhöhung (i) auf dem
Weg einer Festübernahme
durch eine Bank, ein
Bankenkonsortium oder Dritte
und eines anschliessenden
Angebots an die bisherigen
Aktionäre sowie (ii) in
Teilbeträgen ist zulässig.
2 Der Verwaltungsrat legt den
Zeitpunkt der Ausgabe, den
Ausgabebetrag, die Art, wie die
neuen Aktien zu liberieren
sind, den Beginn der
Dividendenberechtigung, die
Bedingungen für die Ausübung
der Bezugsrechte sowie die
Zuteilung der Bezugsrechte,
welche nicht ausgeübt wurden,
fest. Nicht-ausgeübte
Bezugsrechte kann der
Verwaltungsrat verfallen
lassen, oder er kann diese bzw.
Aktien, für welche
Bezugsrechte eingeräumt, aber
nicht ausgeübt werden, zu
Marktkonditionen platzieren
oder anderweitig im Interesse
der Gesellschaft verwenden.
authorized to increase the share
capital, at any time until May 16,
2016 May 12, 2018, by a
maximum amount of CHF
2,242,983.80 2,225,804.30 by
issuing a maximum of 22,429,838
22,258,043 fully paid up Shares
with a par value of CHF 0.10
each. An increase of the share
capital (i) by means of an offering
underwritten by a financial
institution, a syndicate of
financial institutions or another
third party or third parties,
followed by an offer to the then-
existing shareholders of the
Company, and (ii) in partial
amounts shall be permissible.
2 The Board of Directors shall
determine the time of the
issuance, the issue price, the
manner in which the new Shares
have to be paid up, the date from
which the Shares carry the right
to dividends, the conditions for
the exercise of the preemptive
rights and the allotment of
preemptive rights that have not
been exercised. The Board of
Directors may allow the
preemptive rights that have not
been exercised to expire, or it
may place such rights or Shares,
the preemptive rights of which
have not been exercised, at
market conditions or use them
otherwise in the interest of the
Company.
3 Der Verwaltungsrat ist
3 The Board of Directors is
ermächtigt, die Bezugsrechte
der Aktionäre zu entziehen
oder zu beschränken und
einzelnen Aktionären oder
Dritten zuzuweisen:
authorized to withdraw or limit
the preemptive rights of the
shareholders and to allot them to
individual shareholders or third
parties:
P-81
(a) wenn der Ausgabebetrag der
neuen Aktien unter
Berücksichtigung des
Marktpreises festgesetzt wird;
oder
(b) für die Übernahme von
Unternehmen,
Unternehmensteilen oder
Beteiligungen oder für die
Finanzierung oder
Refinanzierung solcher
Transaktionen oder die
Finanzierung von neuen
Investitionsvorhaben der
Gesellschaft; oder
(c) zum Zwecke der Erweiterung
des Aktionärskreises in
bestimmten Finanz- oder
Investoren-Märkten, zur
Beteiligung von strategischen
Partnern, oder im
Zusammenhang mit der
Kotierung von neuen Aktien an
inländischen oder
ausländischen Börsen; oder
(d) für die Einräumung einer
Mehrzuteilungsoption
(Greenshoe) von bis zu 20%
der zu platzierenden oder zu
verkaufenden Aktien an die
betreffenden Erstkäufer oder
Festübernehmer im Rahmen
einer Aktienplatzierung oder
eines Aktienverkaufs; oder
(e) für die Beteiligung von
Mitgliedern des
Verwaltungsrates, Mitglieder
der Geschäftsleitung,
Mitarbeitern, Beauftragten,
Beratern oder anderen
Personen, die für die
Gesellschaft oder eine ihrer
Tochtergesellschaften
Leistungen erbringen.
4 Die neuen Aktien unterliegen
den Eintragungs-
beschränkungen in das
Aktienbuch von Artikel 7 und 9
dieser Statuten.
P-82
(a)
if the issue price of the new
Shares is determined by reference
to the market price; or
(b)
(c)
(d)
(e)
for the acquisition of an
enterprise, part(s) of an enterprise
or participations, or for the
financing or refinancing of any of
such transactions, or for the
financing of new investment
plans of the Company; or
for purposes of broadening the
shareholder constituency of the
Company in certain financial or
investor markets, for purposes of
the participation of strategic
partners, or in connection with
the listing of new Shares on
domestic or foreign stock
exchanges; or
for purposes of granting an over-
allotment option (Greenshoe) of
up to 20% of the total number of
Shares in a placement or sale of
Shares to the respective initial
purchaser(s) or underwriter(s); or
for the participation of members
of the Board of Directors,
members of the Executive
Management Team, employees,
contractors, consultants or other
persons performing services for
the benefit of the Company or
any of its subsidiaries.
4 The new Shares shall be subject
to the limitations for registration
in the share register pursuant to
Articles 7 and 9 of these Articles
of Association.
TRANSOCEAN LTD.
COMPENSATION REPORT
For the years ended December 31, 2015 and 2014
Ernst & Young Ltd
Maagplatz 1
P.O. Box
CH-8010 Zurich
Phone
Fax
www.ey.com/ch
+41 58 286 86 86
+41 58 286 86 00
To the General Meeting of
Transocean Ltd., Steinhausen
Zurich, March 9, 2016
Report of the statutory auditor on the compensation report
We have audited the compensation report (pages CR-2 to CR-6) of Transocean Ltd. for the year ended December 31, 2015.
Responsibility of the Board of Directors
The Board of Directors is responsible for the preparation and overall fair presentation of the compensation report in accordance with Swiss
law and the Ordinance against Excessive Compensation in Stock Exchange Listed Companies (Ordinance). The Board of Directors is also
responsible for designing the compensation system and defining individual compensation packages.
Auditor's responsibility
Our responsibility is to express an opinion on the accompanying compensation report. We conducted our audit in accordance with Swiss
Auditing Standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether the compensation report complies with Swiss law and articles 14 – 16 of the Ordinance.
An audit involves performing procedures to obtain audit evidence on the disclosures made in the compensation report with regard to
compensation, loans and credits in accordance with articles 14 – 16 of the Ordinance. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatements in the compensation report, whether due to fraud or error. This
audit also includes evaluating the reasonableness of the methods applied to value components of compensation, as well as assessing the
overall presentation of the compensation report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Opinion
In our opinion, the compensation report for the year ended December 31, 2015 of Transocean Ltd. complies with Swiss law and
articles 14 – 16 of the Ordinance.
Ernst & Young Ltd
/s/ Jolanda Dolente
Licensed audit expert
(Auditor in charge)
/s/ Jennifer Mathias
Certified public accountant
CR - 1
TRANSOCEAN LTD.
COMPENSATION REPORT
General
Transocean Ltd. (the “Company”, the “Group”, “we”, “us”, or “our”) is the parent company of Transocean Inc., Transocean
Management Ltd., and Transocean Services AS, our wholly-owned subsidiaries. Transocean Ltd. is registered with the commercial
register in the canton of Zug, and its stock is listed on the New York Stock Exchange (“NYSE”) and on the SIX Swiss Exchange (“SIX”).
We are thus bound by the legal and regulatory requirements of both the United States of America (“U.S.”) and Switzerland. This
Compensation Report reflects the requirements of Articles 13–16 of the Swiss Federal Ordinance Against Excessive Compensation in
Public Corporations, and discloses any compensation paid to our members of the Board of Directors and the Executive Management
Team for the years ended December 31, 2015 and 2014.
On November 23, 2015, we announced our intent to delist our shares from the SIX, and on December 17, 2015, we announced
that the SIX listing authorities approved our application to delist our shares. Such delisting is expected to become effective on March 31,
2016, with the last trading day scheduled to be March 30, 2016. Our shares will continue to be listed and traded on the NYSE.
For a description of our governance framework relating to executive and director compensation, please refer to page 32 et
seq. of the 2016 Proxy Statement under the caption "Executive and Director Compensation Process." For a description of our directors'
compensation principles, please refer to page 3 7 et seq. of the 2016 Proxy Statement under the captions "Director Compensation
Strategy" and "2015 Director Compensation." For a description of our Executive Management Team compensation principles, please refer
to page 44 et seq. of the 2016 Proxy Statement under the caption "Compensation Discussion and Analysis."
All 2015 and 2014 compensation amounts are presented in CHF and USD and have been translated at the average annual
currency exchange rate of USD 1.00 to CHF 0.96 and CHF 0.92, respectively.
Board of Directors’ Compensation
Our non-employee directors were eligible to receive compensation as follows:
Year ended December 31, 2015
Swiss franc
Payment
equivalent
currency
Annual retainer for non-executive chairman (a)
Annual retainer for non-executive vice-chairman (a)
Annual retainer for non-employee directors (a)
Annual award of restricted share units for non-executive chairman
Annual award of restricted share units for non-executive vice-chairman
Annual award of restricted share units for non-employee directors
USD
Additional annual retainer for committee chairmen:
Audit committee
Compensation committee
Corporate governance committee, finance and benefits committee,
and health, safety and environment committee
325,000
—
100,000
325,000
—
210,000
35,000
20,000
10,000
CHF
312,000
96,000
312,000
201,600
33,600
19,200
9,600
CHF
Year ended December 31, 2014
Swiss franc
Payment
currency
equivalent
USD 265,000
250,000
100,000
260,000
210,000
210,000
242,475
228,750
91,500
237,900
192,150
192,150
—
—
35,000
20,000
10,000
32,025
18,300
9,150
_____________________________
(a) We pay our non-executive chairman and non-executive directors in U.S. dollars except for Mr. Barker, who is paid in GBP. The Swiss franc equivalent amounts
presented above reflect changes that resulted from translation of the U.S. dollar amounts for presentation in the statutory financial statements.
In addition to the directors’ compensation, we pay or reimburse our directors for travel and incidental expenses incurred for
attending board, committee and shareholder meetings and for other company-related business purposes. Directors who are our
employees do not receive compensation for board service. With the exception of Jeremy Thigpen, all of the directors on our Board of
Directors are non-employees and receive compensation. Ian Strachan served both as a member of the Executive Management Team
from February 16, 2015 to April 22, 2015 and as a member of our Board of Directors until May 15, 2015.
We grant restricted share units to each non-employee director and the non-executive chairman annually with an aggregate value
of USD 210,000 and USD 325,000, respectively, based upon the average of the high and low market prices of our shares for each of the
10 trading days preceding the date of grant. The restricted share units vest on the date first to occur of (i) the first anniversary of the date
of grant or (ii) the Annual General Meeting next following the date of grant, subject to continued service through the vesting date. Vesting
of the restricted share units is not subject to any performance measures. Each director may elect to receive the vested, share units or the
shares attributable to such vested units, upon vesting or to have us hold such vested units, or shares attributable to such vested units, until
the director no longer serves on the board.
CR - 2
TRANSOCEAN LTD.
COMPENSATION REPORT—continued
We paid to our non-employee directors total compensation as follows:
Name and function
Merrill A. “Pete” Miller, Jr
Chairman of the board since May 15, 2015; Vice
Chairman of the board from November 14, 2014
until May 15, 2015; member of the board since
September 22, 2014
Glyn Barker (c)
Member of the board; chairman of the audit committee
since May 16, 2014 and a prior member of such
committee; member of the finance committee
Vanessa C.L. Chang (d)
Member of the board; member of the audit and finance
committees
Frederico F. Curado (e)
Member of the board; member of the compensation
committee; member of the audit committee since
May 16, 2014; member of the health, safety and
environment committee until May 16, 2014
Chad Deaton (d)
Member of the board; chairman of the health, safety
and environment committee since May 16, 2014
and a prior member of such committee ; member
of the corporate governance committee; member
of the audit committees until May 16, 2014
Tan Ek Kia (f)
Member of the board; chairman of the compensation
committee ; member of the health, safety and
environment committee
Vincent J. Intrieri (d)
Member of the board and member of the corporate
governance and compensation committees since
May 16, 2014
Martin B. McNamara (d)
Member of the board; chairman of the corporate
governance committee and member of the
compensation committee
Samuel Merksamer (g)
Member of the board; member of the finance and
health, safety and environment committees
Edward R. Muller (d)
Member of the board; chairman of the finance
committee; member of the health, safety and
environment committee since May 16, 2014;
member of the corporate governance committee
until May 16, 2014
Ian C. Strachan (h)
Chairman of the board until May 15, 2015
Year ended December 31, 2015
Total
compensation
for board
membership
Fees
earned
(a)
Restricted
share units
(value)
(b)
Restricted
share units
(quantity)
Total
compensation for
board
membership
Year ended December 31, 2014
Restricted
share units
(value)
(b)
Fees
earned
(a)
Restricted
share units
(quantity)
CHF
USD
633,282
659,669
CHF
USD
298,580
311,021
CHF
USD
334,702
348,648
16,770
CHF
CHF
180,359
197,115
CHF
63,755
69,678
116,604
127,437
360,149
375,155
330,958
344,748
143,880
149,875
114,689
119,468
325,170
338,719
108,901
113,439
340,558
354,748
353,956
368,704
320,372
333,721
358,571
373,512
325,170
338,719
353,397
368,122
157,001
163,543
124,289
129,468
137,687
143,424
104,103
108,441
142,302
148,232
108,901
113,439
137,128
142,842
157,001
163,543
216,269
225,280
216,269
225,280
216,269
225,280
216,269
225,280
216,269
225,280
216,269
225,280
216,269
225,280
216,269
225,280
10,836
10,836
10,836
10,836
10,836
10,836
10,836
10,836
216,269
225,280
10,836
—
—
—
—
329,410
360,010
318,212
347,772
298,873
326,637
323,943
354,036
341,675
373,415
255,640
279,388
368,758
403,014
298,873
326,637
355,560
388,591
560,975
613,087
141,260
154,382
130,062
142,143
188,150
205,629
188,150
205,629
110,723
121,008
188,150
205,629
135,793
148,407
153,525
167,786
67,490
73,759
180,608
197,386
110,723
121,008
167,410
182,962
328,023
358,495
188,150
205,629
188,150
205,629
188,150
205,629
188,150
205,629
188,150
205,629
188,150
205,629
232,952
254,592
4,892
4,943
4,943
4,943
4,943
4,943
4,943
4,943
4,943
4,943
6,120
Total
CHF
USD
3,858,584
4,019,360
CHF
USD
1,577,461
1,643,192
CHF
USD
2,281,123
2,376,168
114,294
114,294
CHF
USD
3,632,278
3,969,702
CHF
USD
1,589,372
1,737,014
CHF
USD
2,042,906
2,232,690
55,499
55,499
______________________________
(a) Fees earned include retainer fees, dividend equivalents on vested restricted share units and dividend equivalents accrued on unvested restricted share units.
(b) We estimated the fair value of restricted share units to be USD 20.79, equivalent to CHF 19.96, based on the market price of our shares of as reported on the NYSE on
(c)
the grant date, May 15, 2015.
In addition to USD 375,155, equivalent to CHF 360,149, of 2015 total compensation, Mr. Barker received 2015 compensation of USD 235,583, equivalent to
CHF 226,160, comprising USD 20,234, equivalent to CHF 19,425, in United Kingdom (“U.K.”) employer-paid social tax contributions on Transocean Ltd compensation;
USD 125,001, equivalent to CHF 120,001, in fees for service on the Board of Directors of Transocean Partners LLC; USD 15,200, equivalent to CHF 14,592, in U.K.
employer-paid social tax contributions on Transocean Partners LLC fees; and USD 75,148, equivalent to CHF 72,142, in granted equity value for service on the Board
of Directors of Transocean Partners LLC. In 2014, total compensation was subject to U.K. employer-paid social tax contributions in the amounts of USD 10,865,
equivalent to CHF 9,941.
(d) Total compensation was not subject to employer-paid social tax contributions in 2015 or 2014.
(e)
In addition to USD 338,719, equivalent to CHF 325,171, of 2015 total compensation, Mr. Curado received compensation representing Swiss employer paid social tax
contributions paid for his benefit in the amount of USD 8,870, equivalent to CHF 8,515. In the year ended December 31, 2014, Swiss employer-paid social tax
contributions were USD 9,591, equivalent to CHF 8,775.
In addition to the USD 368,705, equivalent to CHF 353,957, of 2015 total compensation, Mr. Tan received compensation representing Swiss employer paid social tax
contributions paid for his benefit in the amount of USD 11,284, equivalent to CHF 10,833. In the year ended December 31, 2014, Swiss employer-paid social tax
contributions in the amounts of USD 13,325, equivalent to CHF 12,192.
In addition to the USD 338,719, equivalent to CHF 325,171, of 2015 total compensation, Mr. Merksamer received 2015 compensation of USD 120,549, equivalent to
CHF 115,727, and USD 75,148, equivalent to CHF 72,142, in granted equity value for fees for service on the Board of Directors of Transocean Partners LLC.
In addition to the USD 163,543, equivalent to CHF 157,001, of 2015 total compensation, Mr. Strachan received compensation representing U.K. social tax contributions
paid for his benefit in the amount of USD 121,527, equivalent to CHF 116,666. In 2014, total compensation was subject to U.K. employer-paid social tax contributions
in the amounts of USD 48,751, equivalent to CHF 44,607.
(f)
(g)
(h)
CR - 3
TRANSOCEAN LTD.
COMPENSATION REPORT—continued
Executive Management Team Compensation
We paid the members of our Executive Management Team total compensation as follows:
Year ended December 31, 2015
Year ended December 31, 2014
Total salary and
other non
share-based
compensation
Total
share-based
compensation
Total
compensation
Total salary and
other non
share-based
compensation
Name and function
Jeremy D. Thigpen
Chief Executive Officer since April 22, 2015
Mark-Anthony Lovell Mey
Executive Vice President and Chief Financial Officer since May 28, 2015
John Stobart
Executive Vice President and Chief Operating Officer
Ian C. Strachan
Interim Chief Executive Officer from February 16, 2015 to April 22, 2015 and
member of the Board of Directors until May 15, 2015
Steven L. Newman
President and Chief Executive Officer until February 16, 2015; and member of the
board until February 16, 2015
Esa Ikäheimonen
Executive Vice President and Chief Financial Officer until May 27, 2015
Total (CHF)
Total (USD)
CHF
USD
CHF
USD
2,727,847
2,841,581
1,832,538
1,908,617
2,173,143
2,263,691
770,913
803,034
10,406,199
10,839,790
2,235,520
2,328,667
20,146,160
20,985,380
CHF
USD
CHF
USD
7,670,807
7,990,424
4,991,359
5,199,332
1,780,147
1,854,320
—
—
—
—
1,948,504
2,029,692
16,390,817
17,073,768
CHF
USD
10,398,654
10,832,005
6,823,897
7,107,949
3,953,290
4,118,011
770,913
803,034
10,406,199
10,839,790
4,184,024
4,358,359
CHF
USD
—
—
—
—
1,884,778
2,059,867
—
—
3,413,606
3,730,716
2,125,671
2,290,335
CHF
USD
Total
share-based
compensation
—
—
—
—
1,973,063
2,156,353
CHF
USD
Total
compensation
—
—
—
—
3,857,841
4,216,219
—
—
—
—
6,218,248
6,795,900
2,144,475
2,343,689
9,631,854
10,526,616
4,270,194
4,634,024
CHF
USD
36,536,977
38,059,148
CHF
USD
7,424,055
8,080,918
CHF
USD
10,335,786
11,295,941
CHF
USD
17,759,889
19,376,859
We paid members of our Executive Management Team total salary and other non-share-based compensation, before deductions
for employee social insurance and pension contributions, as follows:
Year ended December 31, 2015
Name
Jeremy Thigpen
Mark-Anthony Lovell Mey
John Stobart
Ian C. Strachan
Steven L. Newman (d)
Esa Ikäheimonen (d)
Total (CHF)
Total (USD)
Additional
compensation
(b)
Employer’s
pension
contributions
Retirement and
social security
benefits
(c)
CHF
USD
CHF
USD
Base
salary
665,455
693,182
431,680
449,667
643,200
670,000
677,428
705,654
500,000
520,833
469,680
489,250
CHF
USD
Bonus
(a)
1,117,963
1,164,545
518,556
540,162
900,480
938,000
—
—
—
—
—
—
CHF
USD
3,387,443
3,528,586
CHF
USD
2,536,999
2,642,707
CHF
USD
CHF
USD
831,775
866,432
797,141
830,355
437,886
456,131
—
—
9,675,537
10,078,684
1,347,683
1,403,836
13,090,022
13,635,438
CHF
USD
66,545
69,318
43,168
44,967
127,549
132,864
—
—
14,560
15,167
82,034
85,452
CHF
USD
333,856
347,768
CHF
USD
CHF
USD
Total salary and
other non
share-based
compensation
2,727,847
2,841,581
1,832,538
1,908,617
2,173,143
2,263,691
770,913
803,034
10,406,199
10,839,790
2,235,520
2,328,667
20,146,160
20,985,380
CHF
USD
46,109
48,104
41,993
43,466
64,028
66,696
93,485
97,380
216,102
225,106
336,123
350,129
797,840
830,881
_____________________________
(a) Bonus represents the amount earned in the year ended December 31, 2015, but not paid as of December 31, 2015.
(b) Additional compensation includes relocation pay and moving expenses; housing, automobile, home leave and cost of living allowances; dividend equivalents; club
(c)
membership dues; and other company-reimbursed expenses and benefits provided to expatriate employees.
Includes employer’s social security payments, costs of health benefits, such as medical and dental insurance, and unemployment and social security taxes. Additionally,
beginning in 2015, amounts include service costs under retirement plans accumulated in 2015. Through the end of fiscal year 2015, Mr. Stobart has accrued a total
amount of USD 233,079, equivalent to CHF 223,756, in benefits under the Transocean Ltd. Pension Equalization Plan.
(d) Additional compensation for Mr. Newman and Mr. Ikäheimonen includes payments for which they were eligible pursuant to their respective employment agreements of
December 13, 2013 upon termination of their employment relationship.
CR - 4
TRANSOCEAN LTD.
COMPENSATION REPORT—continued
Name
Year ended December 31, 2014
Base
salary
Bonus
(a)
Additional
compensation
(b)
Employer’s
pension
contributions
Employer’s
social security
payments
(c)
1,136,125 CHF
CHF
1,408,245 CHF
USD 1,241,667 USD 1,539,065 USD
701,223
766,364
607,713
664,167
591,005
645,107
602,652
658,636
764,692 CHF
835,729 USD
502,461
549,136
604,542
660,702
2,445,061 CHF
CHF
1,871,695 CHF
USD 2,672,198 USD 2,810,808 USD 2,045,567 USD
2,601,902 CHF
14,274 CHF
15,600 USD
147,994
161,742
14,274
15,600
176,542 CHF
192,942 USD
90,270
98,655
182,988
199,986
55,597
60,762
328,855
359,403
Total salary and
other non
share-based
compensation
3,413,606
CHF
USD 3,730,716
2,125,671
2,290,335
1,884,778
2,059,867
7,424,055
CHF
USD 8,080,918
Steven L. Newman
Esa Ikäheimonen
John Stobart
Total (CHF)
Total (USD)
______________________________
(a) Bonus represents the amount earned in the year ended December 31, 2014, but not paid as of December 31, 2014.
(b) Additional compensation includes relocation pay and moving expenses; housing, automobile, home leave and cost of living allowances; dividend equivalents; club
membership dues; and other company-reimbursed expenses and benefits provided to expatriate employees.
(c) Employer’s social security payments, costs of health benefits, such as medical and dental insurance, and unemployment and social security taxes.
We granted to the members of our Executive Management Team share-based compensation awards under our long-term
incentive plans, as follows:
Jeremy Thigpen
Mark-Anthony Lovell Mey
John Stobart
Esa Ikäheimonen
Total
Name
Units (a)
Fair value (b)
Units (c)
Fair value (d)
Restricted share units
Performance share units
December 31, 2015
341,353 CHF
USD
220,859
55,057
60,264
677,533 CHF
USD
5,521,726
5,751,798
4,030,588
4,198,530
1,006,882
1,048,836
1,102,108
1,148,029
11,661,305
12,147,193
178,804
CHF
USD
67,485
55,057
60,264
361,610
CHF
USD
2,149,081
2,238,626
960,770
1,000,803
773,265
805,484
846,396
881,662
4,729,512
4,926,575
CHF
USD
Total
share-based
compensation (e)
7,670,807
7,990,424
4,991,358
5,199,333
1,780,147
1,854,320
1,948,504
2,029,691
16,390,816
17,073,768
USD
CHF
_________________________________
(a) We granted restricted share units to the members of our Executive Management Team as follows: Messrs. Ikaheimonen and Stobart on February 13, 2015;
Mr. Thigpen on April 22, 2015; and Mr. Mey on May 28, 2015.
(b) To measure the fair values of granted or modified service-based restricted share units, we use the market price of our shares on the grant date or modification date. To
measure the fair values of share units that are subject to performance targets, we use the market price of our shares on the measurement date for the projected
number of shares expected to be earned at the end of the performance period. To measure the fair values of granted or modified restricted share units that are subject
to market factors, we use a Monte Carlo simulation model.
(c) We granted the performance share units to the members of our Executive Management Team. The actual number of share units earned will be determined in the first
60 days of 2018, contingent upon our total shareholder return relative to our performance peer group and our performance against established targets for return on
capital employed. The three-year performance period is January 1, 2015 to December 31, 2017. The number of performance share units reflects the target number of
shares for the award. Actual shares earned and allocated will be determined based on performance thresholds and may range between zero and two shares per
performance share unit.
(d) Total share-based compensation in 2015 represents the fair value of grants made to the members of our Executive Management Team and does not represent actual
income earned. Any income earned from subsequent vesting of the awards will be subject to employer-paid social tax contributions at the statutory rate prevailing at
the time income is earned.
CR - 5
TRANSOCEAN LTD.
COMPENSATION REPORT—continued
Messrs. Newman and Strachan did not receive share-based compensation in 2015.
Name
Units (a)
Fair value (b)
Units (c)
Fair value (d)
Restricted share units
Performance share units
December 31, 2014
Total
share-based
compensation (e)
Steven L. Newman
Esa Ikäheimonen
John Stobart
Total
90,365 CHF
3,585,177
USD
3,918,226
90,365 CHF 2,633,071 CHF
USD 2,877,673 USD
31,164
28,673
1,236,413
1,351,271
1,137,584
1,243,261
31,164
28,673
908,062
992,418
835,479
913,092
6,218,248
6,795,900
2,144,475
2,343,689
1,973,063
2,156,353
150,202 CHF
5,959,174
USD
6,512,758
150,202 CHF 4,376,612 CHF 10,335,786
USD 4,783,183 USD 11,295,941
_________________________________
(a) We granted the restricted share units to the members of our Executive Management Team on February 13, 2014.
(b) To measure the fair values of granted or modified service-based restricted share units, we use the market price of our shares on the grant date or modification date. To
measure the fair values of share units that are subject to performance targets, we use the market price of our shares on the measurement date for the projected
number of shares expected to be earned at the end of the performance period. To measure the fair values of granted or modified restricted share units that are subject
to market factors, we use a Monte Carlo simulation model.
(c) We granted the performance share units to the members of our Executive Management Team on February 13, 2014. The actual number of share units to be
granted will be determined in the first 60 days of 2017, contingent upon our total shareholder return relative to our performance peer group. The performance
measurement is evaluated over the three-year performance period ending December 31, 2016. The number of performance share units reflects the target number of
shares for the award. Actual shares earned and allocated will be determined based on performance thresholds and may range between zero and two shares per
performance share unit.
(d) Total share-based compensation in 2014 represents the fair value of grants made to the members of our Executive Management Team and does not represent actual
income earned. Any income earned from subsequent vesting of the awards will be subject to employer-paid social tax contributions at the statutory rate prevailing at
the time income is earned
Credits and Loans Granted to Governing Bodies
In compliance with Article 29f paragraph 1 of our Articles of Association, which our shareholders adopted at the annual general
meeting held in May 2014, we did not grant credits or loans to active or former members of our Board of Directors, members of
our Executive Management Team or to any other related persons during the years ended December 31, 2015 and 2014. At
December 31, 2015 and 2014, we had no outstanding credits or loans to active or former members of our Board of Directors,
members of our Executive Management Team or to any other related persons.
Compensation to Former Members of our Board of Directors or our Executive Management Team or to
Related Persons
During the years ended December 31, 2015 and 2014, we did not pay or grant any compensation to former members of our
Board of Directors or our Executive Management Team or to related persons of active or former members of our Board of Directors or our
Executive Management Team.
CR - 6
ANNUAL REPORT TO SHAREHOLDERS
TRANSOCEAN LTD.
CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2015, 2014 and 2013
TRANSOCEAN LTD. AND SUBSIDIARIES
INDEX TO ANNUAL REPORT
FOR THE YEAR ENDED DECEMBER 31, 2015
Item
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART I
PART II
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 5.
Item 6.
Item 7.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Item 8.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9.
Item 9A.
Controls and Procedures
Item 9B. Other Information
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
PART III
Item 15.
Exhibits and Financial Statement Schedules
PART IV
Page
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AR-55
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AR-109
Forward-Looking Information
The statements included in this annual report regarding future financial performance and results of operations and other
statements that are not historical facts are forward-looking statements within the meaning of Section 27A of the United States (“U.S.”)
Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Forward-looking statements in this annual report include, but are not limited to, statements about the following subjects:
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
our results of operations and cash flow from operations, including revenues, revenue efficiency, costs and expenses;
the offshore drilling market, including the effects of declines in commodity prices, supply and demand, utilization rates, dayrates, customer
drilling programs, stacking of rigs, reactivation of rigs, effects of new rigs on the market, the impact of enhanced regulations in the
jurisdictions in which we operate and changes in the global economy or market outlook for our various geographical operating sectors and
classes of rigs;
customer drilling contracts, including contract backlog, force majeure provisions, contract commencements, contract extensions, contract
terminations, contract option exercises, contract revenues, early termination payments, indemnity provisions, contract awards and rig
mobilizations;
liquidity and adequacy of cash flows for our obligations;
debt levels, including impacts of a financial and economic downturn;
newbuild, upgrade, shipyard and other capital projects, including completion, delivery and commencement of operation dates, expected
downtime and lost revenue, the level of expected capital expenditures and the timing and cost of completion of capital projects;
any potential reduction to the amount of cash and cash equivalents we reserve for working capital and other needs related to the
operation of our business;
the cost and timing of acquisitions and the proceeds and timing of dispositions;
the optimization of rig-based spending;
tax matters, including our effective tax rate, changes in tax laws, treaties and regulations, tax assessments and liabilities for tax issues,
including those associated with our activities in Brazil, Norway, the United Kingdom (“U.K.”) and the U.S.;
legal and regulatory matters, including results and effects of legal proceedings and governmental audits and assessments, outcomes and
effects of internal and governmental investigations, customs and environmental matters;
insurance matters, including adequacy of insurance, renewal of insurance, insurance proceeds and cash investments of our wholly owned
captive insurance company;
effects of accounting changes and adoption of accounting policies; and
investments in recruitment, retention and personnel development initiatives, pension plan and other postretirement benefit plan
contributions, the timing of severance payments and benefit payments.
Forward-looking statements in this annual report are identifiable by use of the following words and other similar expressions:
(cid:131) “anticipates”
(cid:131) “believes”
(cid:131) “budgets”
(cid:131) “could”
(cid:131) “estimates”
(cid:131) “expects”
(cid:131)
(cid:131)
(cid:131)
“forecasts”
“intends”
“may”
(cid:131) “might”
(cid:131) “plans”
(cid:131) “predicts”
(cid:131) “projects”
(cid:131) “scheduled”
(cid:131) “should”
Such statements are subject to numerous risks, uncertainties and assumptions, including, but not limited to:
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
those described under “Item 1A. Risk Factors” in this annual report;
the adequacy of and access to sources of liquidity;
our inability to obtain drilling contracts for our rigs that do not have contracts;
our inability to renew drilling contracts at comparable dayrates;
operational performance;
the impact of regulatory changes;
the cancellation of drilling contracts currently included in our reported contract backlog;
losses on impairment of long-lived assets;
shipyard, construction and other delays;
the results of meetings of our shareholders;
changes in political, social and economic conditions;
the effect and results of litigation, regulatory matters, settlements, audits, assessments and contingencies; and
other factors discussed in this annual report and in our other filings with the U.S. Securities and Exchange Commission (“SEC”), which
are available free of charge on the SEC website at www.sec.gov.
The foregoing risks and uncertainties are beyond our ability to control, and in many cases, we cannot predict the risks and
uncertainties that could cause our actual results to differ materially from those indicated by the forward-looking statements. Should one or
more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from
those indicated. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are
expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking
statements. Each forward-looking statement speaks only as of the date of the particular statement. We expressly disclaim any obligations
or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in our expectations or
beliefs with regard to the statement or any change in events, conditions or circumstances on which any forward-looking statement is
based, except as required by law.
AR-1
PART I
Item 1.
Business
Overview
Transocean Ltd. (together with its subsidiaries and predecessors, unless the context requires otherwise, “Transocean,” the
“Company,” “we,” “us” or “our”) is a leading international provider of offshore contract drilling services for oil and gas wells. As of
February 11, 2016, we owned or had partial ownership interests in and operated 61 mobile offshore drilling units. As of February 11, 2016,
our fleet consisted of 28 ultra-deepwater floaters, seven harsh environment floaters, five deepwater floaters, 11 midwater floaters and
10 high-specification jackups. At February 11, 2016, we also had six ultra-deepwater drillships and five high-specification jackups under
construction or under contract to be constructed.
Our primary business is to contract our drilling rigs, related equipment and work crews predominantly on a dayrate basis to drill
oil and gas wells. We specialize in technically demanding regions of the global offshore drilling business with a particular focus on
deepwater and harsh environment drilling services. We believe our mobile offshore drilling fleet is one of the most versatile fleets in the
world, consisting of floaters and high-specification jackups used in support of offshore drilling activities and offshore support services on a
worldwide basis.
Transocean Ltd. is a Swiss corporation with its registered office in Steinhausen, Canton of Zug and with principal executive
offices located at Chemin de Blandonnet 10, 1214 Vernier, Switzerland. Our telephone number at that address is +41 22 930-9000. Our
shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “RIG” and on the SIX Swiss Exchange (“SIX”) under the
symbol “RIGN” (see “—Recent Developments”). For information about the revenues, operating income, assets and other information
related to our business, our segments and the geographic areas in which we operate, see “Part II. Item 7. Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and “Part II. Item 8. Financial Statements and Supplementary Data—Notes to
Consolidated Financial Statements—Note 22—Operating Segments, Geographical Analysis and Major Customers.”
Recent Developments
On November 23, 2015, we announced our intent to delist our shares from the SIX, and on December 17, 2015, we announced
that the SIX listing authorities approved our application to delist our shares. Such delisting is expected to become effective on March 31,
2016, with the last trading day scheduled to be March 30, 2016. Our shares will continue to be listed and traded on the NYSE.
On October 29, 2015, shareholders at our extraordinary general meeting 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. The par value reduction became effective as of January 7, 2016 upon
registration in the commercial register.
On August 5, 2014, we completed an initial public offering to sell a noncontrolling interest in Transocean Partners LLC
(“Transocean Partners”), a consolidated Marshall Islands limited liability company, which trades on the NYSE under the ticker symbol
“RIGP”. Through Transocean Partners Holdings Limited, a Cayman Islands company and our wholly owned subsidiary, we hold the
controlling interest with 21.3 million common units and 27.6 million subordinated units and all of the incentive distribution rights. See
“Part II. Item 8. Financial Statements and Supplementary Data—Notes to Consolidated Financial Statements—Note 15—Noncontrolling
Interest.”
Drilling Fleet
Fleet overview—Most of our drilling equipment is suitable for both exploration and development drilling, and we normally
engage in both types of drilling activity. Likewise, all of our drilling rigs are mobile and can be moved to new locations in response to
customer demand. All of our mobile offshore drilling units are designed to operate in locations away from port for extended periods of time
and have living quarters for the crews, a helicopter landing deck and storage space for drill pipe, riser and drilling supplies. Our drilling
fleet can be generally characterized as follows: (1) floaters, including drillships and semisubmersibles, and (2) jackups.
Drillships are generally self-propelled vessels, shaped like conventional ships, and are the most mobile of the major rig types. All
of our high-specification drillships are equipped with a computer-controlled dynamic positioning thruster system, which allows them to
maintain position without anchors through the use of their onboard propulsion and station-keeping systems. Drillships typically have
greater deck load and storage capacity than early generation semisubmersible rigs, which provides logistical and resupply efficiency
benefits for customers. Drillships are generally better suited to operations in calmer sea conditions and typically do not operate in areas
considered to be harsh environments. We have 13 ultra-deepwater drillships in operation that are, and six ultra-deepwater drillships under
construction that will be, equipped with our patented dual-activity technology. Dual-activity technology employs structures, equipment and
techniques using two drilling stations within a dual derrick to allow these drillships to perform simultaneous drilling tasks in a parallel, rather
than a sequential manner, reducing critical path activity, to improve efficiency in both exploration and development drilling. In addition to
dynamic positioning thruster systems, dual-activity technology, industry-leading hoisting capacity and a second blowout preventer system,
four of our six newbuild drillships under construction will be outfitted to accommodate a future upgrade to a 20,000 pounds per square inch
(“psi”) blowout preventer.
AR-2
Semisubmersibles are floating vessels that can be partially submerged by means of a water ballast system such that the lower
column sections and pontoons are below the water surface during drilling operations. These rigs are capable of maintaining their position
over a well through the use of an anchoring system or a computer-controlled dynamic positioning thruster system. Although most
semisubmersible rigs are relocated with the assistance of tugs, some units are self-propelled and move between locations under their own
power when afloat on pontoons. Typically, semisubmersibles are capable of operating in rougher sea conditions than drillships. We have
two custom-designed, high-capacity, dual-activity semisubmersible drilling rigs, equipped for year-round operations in harsh environments,
including those of the Norwegian continental shelf and sub-Arctic waters. We have three semisubmersibles, which are designed for mild
environments and are equipped with the unique tri-act derrick. The tri-act derrick was designed to reduce overall well construction costs,
as it allows offline tubular and riser handling operations to occur at two sides of the derrick while the center portion of the derrick is being
used for normal drilling operations through the rotary table. Additionally, five of our 30 semisubmersibles are equipped with our patented
dual-activity technology.
Jackup rigs are mobile self-elevating drilling platforms equipped with legs that can be lowered to the ocean floor until a
foundation is established to support the drilling platform. Once a foundation is established, the drilling platform is then jacked further up the
legs so that the platform is above the highest expected waves. These rigs are generally suited for water depths of 400 feet or less. We
have five newbuild high-specification jackups under construction that are expected to be capable of constructing wells up to 35,000 feet
deep and feature advanced offshore drilling technology, including offline tubular handling features and simultaneous operations support.
Fleet categories—We further categorize the drilling units of our fleet as follows: (1) “ultra-deepwater floaters,” (2) “harsh
environment floaters,” (3) “deepwater floaters,” (4) “midwater floaters” and (5) “high-specification jackups.”
Ultra-deepwater floaters are equipped with high-pressure mud pumps and are capable of drilling in water depths of 7,500 feet or
greater. Harsh environment floaters are capable of drilling in harsh environments in water depths between 1,500 and 10,000 feet and have
greater displacement, which offers larger variable load capacity, more useable deck space and better motion characteristics. Deepwater
floaters are generally those other semisubmersible rigs and drillships capable of drilling in water depths between 4,500 and 7,500 feet.
Midwater floaters are generally comprised of those non-high-specification semisubmersibles that have a water depth capacity of less than
4,500 feet. High-specification jackups have high capacity derricks, drawworks, mud systems and storage and generally have a water
depth capacity of between 350 and 400 feet.
As of February 11, 2016, we owned and operated a fleet of 61 rigs, excluding rigs under construction, as follows:
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
28 ultra-deepwater floaters;
Seven harsh environment floaters;
Five deepwater floaters;
11 midwater floaters; and
10 high-specification jackups.
Fleet status—Depending on market conditions, we may idle or stack non-contracted rigs. An idle rig is between drilling
contracts, readily available for operations, and operating costs are typically at or near normal levels. A stacked rig typically has reduced
operating costs, is staffed by a reduced crew or has no crew and is (a) preparing for an extended period of inactivity, (b) expected to
continue to be inactive for an extended period, or (c) completing a period of extended inactivity. Stacked rigs will continue to incur
operating costs at or above normal operating levels for 30 to 60 days following initiation of stacking. Some idle rigs and all stacked rigs
require additional costs to return to service. The actual cost to return to service, which in many instances could be significant and could
fluctuate over time, depends upon various factors, including the availability and cost of shipyard facilities, cost of equipment and materials
and the extent of repairs and maintenance that may ultimately be required. We consider these factors, together with market conditions,
length of contract, dayrate and other contract terms, when deciding whether to return a stacked rig to service. We may, from time to time,
consider marketing stacked rigs as accommodation units or for other alternative uses until drilling activity increases and we obtain drilling
contracts for these units. We may not return some stacked rigs to work for drilling services or for these alternative uses.
AR-3
Drilling units—The following tables, presented as of February 11, 2016, provide certain specifications for our rigs. Unless
otherwise noted, the stated location of each rig indicates either the current drilling location, if the rig is operating, or the next operating
location, if the rig is in shipyard with a follow-on contract. As of February 11, 2016, we owned all of the drilling rigs in our fleet noted in the
tables below, except for the following: (1) those specifically described as being owned through our interests in consolidated entities that
were less than wholly owned and (2) Petrobras 10000, which is subject to a capital lease through August 2029.
Water
depth
capacity
Drilling
depth
capacity
(in feet)
(in feet)
Expected
completion
Contracted
location
2Q 2016
4Q 2017
1Q 2018
4Q 2016
2Q 2019
1Q 2020
1Q 2018
3Q 2018
1Q 2019
3Q 2019
1Q 2020
12,000
12,000
12,000
12,000
12,000
12,000
40,000
40,000
40,000
40,000
40,000
40,000
To be determined
To be determined
To be determined
U.S. Gulf
To be determined
To be determined
400
400
400
400
400
35,000
35,000
35,000
35,000
35,000
To be determined
To be determined
To be determined
To be determined
To be determined
Year
entered
service/
upgraded (a)
2016
2014
2014
2011
2010
2010
2009
2009
2009
2010
2009
2001
2000
2000
2000
1999
2000
1999
1999
1998
2001
2000
2010
2009
2005
2005
2001
2001
Water
depth
capacity
Drilling
depth
capacity
(in feet)
12,000
12,000
12,000
12,000
12,000
12,000
12,000
12,000
12,000
12,000
12,000
10,000
10,000
10,000
10,000
10,000
10,000
10,000
10,000
10,000
8,500
8,000
7,500
7,500
7,500
7,500
7,500
7,500
(in feet)
40,000
40,000
40,000
40,000
40,000
40,000
40,000
40,000
37,500
35,000
35,000
35,000
35,000
35,000
35,000
35,000
30,000
30,000
30,000
30,000
35,000
30,000
40,000
37,500
37,500
37,500
35,000
35,000
Contracted
location
U.S. Gulf
U.S. Gulf
U.S. Gulf
Stacked
U.S. Gulf
U.S. Gulf
Idle
U.S. Gulf
Brazil
Idle
Brazil
Stacked
Stacked
Stacked
Stacked
Stacked
Stacked
Stacked
Myanmar
Stacked
Ivory Coast
U.S. Gulf
Angola
U.S. Gulf
Stacked
Angola
Stacked
Stacked
Rigs under construction (11)
Name
Ultra-deepwater floaters
Deepwater Proteus
Deepwater Pontus
Deepwater Poseidon
Deepwater Conqueror
Ultra-Deepwater drillship TBN1
Ultra-Deepwater drillship TBN2
High-specification jackups
Transocean Cassiopeia
Transocean Centaurus
Transocean Cepheus
Transocean Cetus
Transocean Circinus
“HSD” means high-specification drillship.
Ultra-deepwater floaters (28)
Name
Deepwater Thalassa (b) (c) (d) (e)
Deepwater Asgard (b) (c) (d)
Deepwater Invictus (b) (c) (d)
Deepwater Champion (b) (c)
Discoverer Inspiration (b) (c) (d)
Discoverer India (b) (c) (d)
Discoverer Americas (b) (c) (d)
Discoverer Clear Leader (b) (c) (d) (f)
Petrobras 10000 (b) (c)
Dhirubhai Deepwater KG2 (b)
Dhirubhai Deepwater KG1 (b)
Discoverer Deep Seas (b) (c) (d)
Discoverer Spirit (b) (c) (d)
GSF C.R. Luigs (b)
GSF Jack Ryan (b)
Discoverer Enterprise (b) (c) (d)
Deepwater Discovery (b)
Deepwater Frontier (b)
Deepwater Millennium (b)
Deepwater Pathfinder (b)
Cajun Express (b) (g)
Deepwater Nautilus (h)
Discoverer Luanda (b) (c) (d) (h)
Development Driller III (b) (c) (f)
GSF Development Driller II (b) (c)
GSF Development Driller I (b) (c)
Sedco Energy (b) (g)
Sedco Express (b) (g)
Type
HSD
HSD
HSD
HSD
HSD
HSD
Jackup
Jackup
Jackup
Jackup
Jackup
Type
HSD
HSD
HSD
HSD
HSD
HSD
HSD
HSD
HSD
HSD
HSD
HSD
HSD
HSD
HSD
HSD
HSD
HSD
HSD
HSD
HSS
HSS
HSD
HSS
HSS
HSS
HSS
HSS
“HSD” means high-specification drillship.
“HSS” means high-specification semisubmersible.
(a) Dates shown are the original service date and the date of the most recent upgrade, if any.
(b) Dynamically positioned.
(c) Dual-activity.
(d) Enterprise-class or Enhanced Enterprise-class rig.
(e) Designed to accommodate a future upgrade to a 20,000 pounds psi blowout preventer.
(f) Owned through our 71 percent interest in Transocean Partners.
(g) Express-class rig.
(h) Owned through our 65 percent interest in Angola Deepwater Drilling Company Limited (“ADDCL”).
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Harsh environment floaters (7)
Name
Transocean Spitsbergen (b) (c)
Transocean Barents (b) (c)
Henry Goodrich (d)
Transocean Leader (d)
Paul B, Loyd, Jr.(d)
Transocean Arctic (d)
Polar Pioneer (d)
“HSS” means high-specification semisubmersible.
(a) Dates shown are the original service date and the date of the most recent upgrade, if any.
(b) Dynamically positioned.
(c) Dual-activity.
(d) Moored floaters.
Deepwater floaters (5)
Name
Transocean Marianas (b)
Sedco 706 (c)
Sedco 702 (c)
Jack Bates (b)
M.G. Hulme, Jr. (b)
“HSD” means high-specification drillship.
“HSS” means high-specification semisubmersible.
(a) Dates shown are the original service date and the date of the most recent upgrade, if any.
(b) Moored floaters.
(c) Dynamically positioned.
Midwater floaters (11)
Name
Transocean Driller
GSF Rig 140
Sedco 711
Transocean John Shaw
Sedco 714
Sedco 712
Actinia
Transocean Prospect
Transocean Searcher
Transocean Winner
Sedco 704
Type
HSS
HSS
HSS
HSS
HSS
HSS
HSS
Type
HSS
HSS
HSS
HSS
HSS
Type
OS
OS
OS
OS
OS
OS
OS
OS
OS
OS
OS
Year
entered
service/
upgraded (a)
2010
2009
1985/2007
1987/1997
1990
1986
1985
Water
depth
capacity
Drilling
depth
capacity
(in feet)
10,000
10,000
5,000
4,500
2,000
1,650
1,500
(in feet)
30,000
30,000
30,000
25,000
25,000
25,000
25,000
Contracted
location
Norwegian N. Sea
Idle
Canada
U.K. N. Sea
U.K. N. Sea
Norwegian N. Sea
Stacked
Year
entered
service/
upgraded (a)
1979/1998
1976/2008
1973/2007
1986/1997
1983/1996
Water
depth
capacity
(in feet)
7,000
6,500
6,500
5,400
5,000
Year
entered
service/
upgraded (a)
1991
1983
1982
1982
1983/1997
1983
1982
1983/1992
1983/1988
1983
1974/1993
Water
depth
capacity
(in feet)
3,000
2,800
1,800
1,800
1,600
1,600
1,500
1,500
1,500
1,500
1,000
Drilling
depth
capacity
(in feet)
30,000
25,000
25,000
30,000
25,000
Contracted
location
Idle
Brazil
Nigeria
Australia
Idle
Drilling
depth
capacity
(in feet)
25,000
25,000
25,000
25,000
25,000
25,000
25,000
25,000
25,000
25,000
25,000
Contracted
location
Brazil
India
Stacked
Stacked
Stacked
U.K. N. Sea
Idle
Stacked
Stacked
Norwegian N. Sea
U.K. N. Sea
“OS” means other semisubmersible.
(a) Dates shown are the original service date and the date of the most recent upgrade, if any.
High-specification jackups (10)
Name
Transocean Ao Thai
Transocean Andaman
Transocean Siam Driller
Transocean Honor (b)
GSF Constellation II
GSF Constellation I
GSF Galaxy I
GSF Galaxy III
GSF Galaxy II
GSF Monarch
(a) Dates shown are the original service date and the date of the most recent upgrades, if any.
(b) Owned through our 70 percent interest in Transocean Drilling Services Offshore Inc. (“TDSOI”).
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Year
entered
service/
upgraded (a)
2013
2013
2013
2012
2004
2003
1991/2001
1999
1998
1986
Water
depth
capacity
(in feet)
350
350
350
400
400
400
400
400
400
350
Drilling
depth
capacity
(in feet)
35,000
35,000
35,000
30,000
30,000
30,000
30,000
30,000
30,000
30,000
Contracted
location
Thailand
Thailand
Thailand
Angola
Gabon
United Arab Emirates
U.K. N. Sea
Stacked
Stacked
Stacked
Markets
Our operations are geographically dispersed in oil and gas exploration and development areas throughout the world. We
operate in a single, global offshore drilling market, as our drilling rigs are mobile assets and are able to be moved according to prevailing
market conditions. We may mobilize our drilling rigs between regions for a variety of reasons, including to respond to customer contracting
requirements or capture demand in another locale. Consequently, we cannot predict the percentage of our revenues that will be derived
from particular geographic or political areas in future periods.
As of February 11, 2016, our drilling fleet was located in the U.K. North Sea (13 units), U.S. Gulf of Mexico (10 units),
India (two units),
Ivory Coast (one unit),
and
Angola (three units),
Canada (one unit),
Brazil (four units),
Australia (one unit),
South Africa (one unit),
Thailand (three units),
Singapore (one unit),
Romania (one unit),
Norway (five units),
Nigeria (two units),
Gabon (one unit),
Spain (one unit)
Trinidad (seven units),
Malaysia (two units),
Myanmar (one unit),
United Arab Emirates (one unit).
We categorize the market sectors in which we operate as follows: (1) ultra-deepwater, (2) deepwater, (3) midwater and
(4) jackup. The ultra-deepwater, deepwater and midwater market sectors, collectively known as the floater market, are serviced by our
drillships and semisubmersibles, seven of which are suited to work in harsh environments. We generally view the ultra-deepwater market
sector as water depths beginning at 7,500 feet and extending to the maximum water depths in which rigs are capable of drilling, which is
currently up to 12,000 feet. The deepwater market sector services water depths beginning at approximately 4,500 feet to approximately
7,500 feet, and the midwater market sector services water depths from approximately 300 feet to approximately 4,500 feet. The jackup
market sector begins at the outer limit of the transition zone, which is characterized by coastal and state water areas, extending to water
depths of approximately 400 feet.
The market for offshore drilling rigs and associated services reflects oil companies’ demand for equipment for drilling exploration,
appraisal and development wells and for performing maintenance on existing production wells. Activity levels of exploration and
production (“E&P”) companies and their associated capital expenditures are largely driven by the worldwide demand for energy, including
crude oil and natural gas. Worldwide energy supply and demand drives oil and natural gas prices, which in turn, impact E&P companies’
ability to fund investments in exploration, development and production activities.
At present, the industry is experiencing a cyclical downturn. Sustained weak commodity pricing has resulted in our customers
delaying investment decisions and postponing exploration and production programs. Oil and natural gas prices do not currently support
sustained demand for drilling rigs across all asset classes and regions. As a result of this reduced demand, we have seen a sharp decline
in the execution of drilling contracts for the global offshore drilling fleet and an unprecedented level of early drilling contract terminations.
We currently expect very few drilling contracts to be awarded in 2016, exacerbating the excess rig capacity and resulting in continued
downward pressure on dayrates. In this environment, older and less capable assets are more likely to be permanently retired, ultimately
reducing the available supply of drilling rigs. During the years ended December 31, 2015 and 2014, we sold 17 and two drilling units,
respectively, for scrap value, and at December 31, 2015, we have five additional rigs classified as held for sale for scrap value.
Despite current market conditions, our long-term outlook for the offshore drilling sector remains positive, particularly for
high-specification assets. Prior to the downturn, Brazil, the U.S. Gulf of Mexico, and West Africa emerged as key ultra-deepwater market
sectors, and licensing activity demonstrated an increased interest in deepwater fields as E&P companies looked to explore new prospects.
We expect deepwater oil and gas production will continue to be a part of the long-term strategy for E&P companies as they strive to meet
global demand for hydrocarbons replacing reserves. A number of new deepwater and ultra-deepwater development opportunities have
been identified globally. If commodity prices stabilize and rebound to sustainable levels, we anticipate that many of the projects will
receive approval to move forward. Many of these projects are technically demanding due to factors such as water depth, complex well
designs, deeper drilling depth, high pressure and temperature, sub-salt, harsh environments, and heightened regulatory standards;
therefore, they require sophisticated drilling units. Generally, ultra-deepwater rigs are the most modern, technologically advanced class of
the offshore fleet and have capabilities that are attractive to exploration and production companies operating in deeper water depths or
other challenging environments or with complex well designs.
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Financial Information about Geographic Areas
The following table presents the geographic areas in which our operating revenues were earned (in millions):
Years ended December 31,
2014
2013
2015
Operating revenues
U.S.
U.K.
Norway
Other countries (a)
Total operating revenues
$
$
1,891
1,139
650
3,706
7,386
$ 2,289 $
1,194
1,036
4,655
$ 9,174 $
2,382
1,181
1,208
4,478
9,249
(a) Other countries represents countries in which we operate that individually had operating revenues representing less than 10 percent of total operating revenues earned
for any of the periods presented.
The following table presents the geographic areas in which our long-lived assets were located (in millions):
Long-lived assets
U.S.
Korea
Other countries (a)
Total long-lived assets
December 31,
2015
2014
$
$
7,452 $
2,048
11,318
20,818 $
7,080
1,535
12,923
21,538
(a) Other countries represents countries in which we operate that individually had long-lived assets representing less than 10 percent of total long-lived assets for any of
the periods presented.
Contract Drilling Services
Our contracts to provide offshore drilling services are individually negotiated and vary in their terms and provisions. We obtain
most of our drilling contracts through competitive bidding against other contractors and direct negotiations with operators. Drilling contracts
generally provide for payment on a dayrate basis, with higher rates for periods while the drilling unit is operating and lower rates or zero
rates for periods of mobilization or when drilling operations are interrupted or restricted by equipment breakdowns, adverse environmental
conditions or other conditions beyond our control.
A dayrate drilling contract generally extends over a period of time covering either the drilling of a single well or group of wells or
covering a stated term. At December 31, 2015, the contract backlog was approximately $16.0 billion, representing a decrease of
29 percent and 43 percent, respectively, compared to the contract backlog at December 31, 2014 and 2013, which was $22.5 billion and
$28.2 billion, respectively. See “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—
Outlook—Drilling market” and “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—
Outlook—Performance and Other Key Indicators.”
Certain of our drilling contracts with customers may be cancelable for the convenience of the customer upon payment of an early
termination payment. Such payments, however, may not fully compensate us for the loss of the contract. Contracts also customarily
provide for either automatic termination or termination at the option of the customer typically without the payment of any termination fee,
under various circumstances such as non-performance, in the event of extended downtime or impaired performance caused by equipment
or operational issues, or periods of extended downtime due to force majeure events. Many of these events are beyond our control. The
contract term in some instances may be extended by the customer exercising options for the drilling of additional wells or for an additional
term. Our contracts also typically include a provision that allows the customer to extend the contract to finish drilling a well-in-progress.
During periods of depressed market conditions, our customers may seek to renegotiate firm drilling contracts to reduce their obligations or
may seek to repudiate their contracts. Suspension of drilling contracts will result in the reduction in or loss of dayrate for the period of the
suspension. If our customers cancel some of our contracts and we are unable to secure new contracts on a timely basis and on
substantially similar terms, or if contracts are suspended for an extended period of time or if a number of our contracts are renegotiated, it
could adversely affect our consolidated results of operations or cash flows. See “Item 1A. Risk Factors—Risks related to our business—
Our drilling contracts may be terminated due to a number of events.”
Consistent with standard industry practice, our customers generally assume, and indemnify us against, well control and
subsurface risks under dayrate drilling contracts. Under all of our current drilling contracts, our customers, as the operators, indemnify us
for pollution damages in connection with reservoir fluids stemming from operations under the contract and we indemnify the operator for
pollution from substances in our control that originate from the rig, such as diesel used onboard the rig or other fluids stored onboard the
rig and above the water surface. Also, under all of our current drilling contracts, the operator indemnifies us against damage to the well or
reservoir and loss of subsurface oil and gas and the cost of bringing the well under control. However, our drilling contracts are individually
negotiated, and the degree of indemnification we receive from the operator against the liabilities discussed above can vary from contract to
contract, based on market conditions and customer requirements existing when the contract was negotiated. In some instances, we have
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contractually agreed upon certain limits to our indemnification rights and can be responsible for damages up to a specified maximum dollar
amount, which is, in any case, immaterial to us. The nature of our liability and the prevailing market conditions, among other factors, can
influence such contractual terms. In most instances in which we are indemnified for damages to the well, we have the responsibility to
redrill the well at a reduced dayrate. Notwithstanding a contractual indemnity from a customer, there can be no assurance that our
customers will be financially able to indemnify us or will otherwise honor their contractual indemnity obligations. See “Item 1A. Risk
Factors—Risks related to our business—Our business involves numerous operating hazards, and our insurance and indemnities from our
customers may not be adequate to cover potential losses from our operations.”
The interpretation and enforceability of a contractual indemnity depends upon the specific facts and circumstances involved, as
governed by applicable laws, and may ultimately need to be decided by a court or other proceeding which will need to consider the specific
contract language, the facts and applicable laws. The law generally considers contractual indemnity for criminal fines and penalties to be
against public policy. Courts also restrict indemnification for criminal fines and penalties. The inability or other failure of our customers to
fulfill their indemnification obligations, or unenforceability of our contractual protections could have a material adverse effect on our
consolidated statement of financial position, results of operations or cash flows. See “Part II. Item 8. Financial Statements and
Supplementary Data—Notes to Consolidated Financial Statements—Note 14—Commitments and Contingencies.”
Significant Customers
We engage in offshore drilling services for most of the leading international oil companies or their affiliates, as well as for many
government-controlled oil companies and independent oil companies. For the year ended December 31, 2015, our most significant
customers were Chevron Corporation (together with its affiliates, “Chevron”) and Royal Dutch Shell plc (together with its affiliates, “Shell”),
representing approximately 14 percent and 10 percent, respectively, of our consolidated operating revenues. No other customers
accounted for 10 percent or more of our consolidated operating revenues in the year ended December 31, 2015. Additionally, as of
February 11, 2016, the customers with the most significant aggregate amount of contract backlog associated with our drilling contracts
were Shell and Chevron, representing approximately 51 percent and 21 percent, respectively, of our total contract backlog. See “Item 1A.
Risk Factors—Risks related to our business—We rely heavily on a relatively small number of customers and the loss of a significant
customer or a dispute that leads to the loss of a customer could have a material adverse impact on our financial results.”
Employees
We require highly skilled personnel to operate our drilling units. Consequently, we conduct extensive personnel recruiting,
training and safety programs. At December 31, 2015, we had approximately 9,100 employees associated with our continuing operations,
including approximately 500 persons engaged through contract labor providers. Approximately 30 percent of our total workforce, working
primarily in Angola, the U.K., Nigeria, Norway, Australia and Brazil are represented by, and some of our contracted labor work under,
collective bargaining agreements, substantially all of which are subject to annual salary negotiation. These negotiations could result in
higher personnel expenses, other increased costs or increased operational restrictions, as the outcome of such negotiations apply to all
offshore employees not just the union members. Additionally, failure to reach agreement on certain key issues may result in strikes,
lockouts or other work stoppages that may materially impact our operations.
Legislation has been introduced in the U.S. Congress that could encourage additional unionization efforts in the U.S., as well as
increase the chances that such efforts succeed. Additional unionization efforts, if successful, new collective bargaining agreements or
work stoppages could materially increase our labor costs and operating restrictions.
Joint Venture, Agency and Sponsorship Relationships and Other Investments
As of December 31, 2015, we held a 70.9 percent limited liability company interest in Transocean Partners. On August 5, 2014,
we completed the initial public offering of 20.1 million common units of Transocean Partners, which trades on the NYSE under the ticker
symbol “RIGP.” During the year ended December 31, 2015, Transocean Partners repurchased 91,500 common units under its unit
repurchase program, and at December 31, 2015, 20.0 million publicly traded common units remained outstanding. We hold the remaining
21.3 million common units and 27.6 million subordinated units of Transocean Partners and all of its incentive distribution rights.
Additionally, in some areas of the world, local customs and practice or governmental requirements necessitate the formation of
joint ventures with local participation. We may or may not control these joint ventures. We are an active participant in several joint venture
drilling companies, principally in Angola, Indonesia, Malaysia and Nigeria. Local laws or customs in some areas of the world also
effectively mandate establishment of a relationship with a local agent or sponsor. When appropriate in these areas, we enter into agency
or sponsorship agreements. Some of the joint ventures in which we participate are as follows:
We hold a 65 percent interest in ADDCL, a consolidated Cayman Islands joint venture company formed to own
Discoverer Luanda, which operates in Angola. Our local partner, Angco Cayman Limited, a Cayman Islands company, holds the
remaining 35 percent interest in ADDCL. Beginning January 31, 2016, Angco Cayman Limited will have the right to exchange its interest
in the joint venture for cash at an amount based on an appraisal of the fair value of the drillship, subject to certain adjustments.
We hold a 70 percent interest in TDSOI, a consolidated British Virgin Islands joint venture company formed to own
Transocean Honor, which operates in Angola. Our local partner, Angco II, a Cayman Islands company, holds the remaining 30 percent
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interest in TDSOI. Under certain circumstances, Angco II will have the right to exchange its interest in the joint venture for cash at an
amount based on an appraisal of the fair value of the jackup, subject to certain adjustments.
We hold a 24 percent direct interest and a 36 percent indirect interest in Indigo Drilling Limited (“Indigo”), a consolidated Nigerian
joint venture company formed to engage in drilling operations offshore Nigeria. Our local partners, Mr. Fidelis Oditah and
Mr. Chima Ibeneche, each hold a 12.5 percent direct interest, and our other partners, Mr. Joseph Obi and Mr. Ben Osuno, together own a
15 percent indirect interest, in Indigo.
Additionally, we hold interests in certain joint venture companies in Angola, Indonesia, Malaysia and Nigeria that have been
formed to perform certain management services and other onshore support services for our operations.
Technological Innovation
We are a leading international provider of offshore contract drilling services for oil and gas wells. We specialize in technically
demanding sectors of the global offshore drilling business. Our fleet is considered one of the most versatile in the world with a particular
focus on deepwater and harsh environment drilling capabilities. Since launching the offshore industry’s first jackup drilling rig in 1954, we
have achieved a long history of technological innovations, including the first dynamically positioned drillship, the first rig to drill year-round
in the North Sea and the first semisubmersible rig for year-round sub-Arctic operations. In recent years, we have repeatedly achieved the
world water depth record, holding the current world record at 10,411 feet. Eighteen rigs in our existing fleet are, and six of our rigs that are
currently under construction will be, equipped with our patented dual-activity technology, which allows our rigs to perform simultaneous
drilling tasks in a parallel rather than sequential manner and reduces critical path activity while improving efficiency in both exploration and
development drilling. Additionally, three rigs in our existing fleet are equipped with the unique tri-act derrick, which allows offline tubular
and riser activities during normal drilling operations and is patented in certain market sectors in which we operate.
We continue to develop and deploy industry-leading technology. In addition to our patented dual-activity drilling technology,
some of our most recent newbuild drillships will include industry-leading hookload capability, compensated cranes for performing subsea
installations, hybrid power systems and reduced emissions and advanced generator protection. The newbuild drillships will also be
outfitted with two blowout preventers and triple liquid mud systems and are designed to accept 20,000 psi blowout preventers in the future.
The effective use of and continued improvements in technology to address our customers’ requirements are critical to maintaining our
competitive position within the contract drilling services industry. We expect to continue to develop technology internally, through
partnerships, such as our collaboration with a customer to develop a fault-resistant and fault-tolerant blowout preventer control system, or
to acquire technology through strategic acquisitions.
Environmental Compliance
Our operations are subject to a variety of global environmental regulations. We monitor our compliance with environmental
regulation in each country of operation and, while we see an increase in general environmental regulation, we have made and will continue
to make the required expenditures to comply with current and future environmental requirements. We make expenditures to further our
commitment to environmental improvement and the setting of a global environmental standard as part of our wider corporate responsibility
effort. We assess the environmental impacts of our business, focusing on the areas of greenhouse gas emissions, climate change,
discharges and waste management. Our actions are designed to reduce risk in our current and future operations, to promote sound
environmental management and to create a proactive environmental program. To date, we have not incurred material costs in order to
comply with recent environmental legislation, and we do not believe that our compliance with such requirements will have a material
adverse effect on our competitive position, consolidated results of operations or cash flows.
For a discussion of the effects of environmental regulation, see “Item 1A. Risk Factors—Risks related to our business—
Compliance with or breach of environmental laws can be costly, expose us to liability and could limit our operations.”
Available Information
Our website address is www.deepwater.com. Information contained on or accessible from our website is not incorporated by
reference into this annual report and should not be considered a part of this report or any other filing that we make with the U.S. Securities
and Exchange Commission (the “SEC”). We make available on this website free of charge, our annual reports, quarterly reports on
Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file
those materials with, or furnish those materials to, the SEC. You may also find on our website information related to our corporate
governance, board committees and company code of business conduct and ethics. The SEC also maintains a website, www.sec.gov,
which contains reports, proxy statements and other information regarding SEC registrants, including us.
We intend to satisfy the requirement under Item 5.05 of Form 8-K to disclose any amendments to our Code of Integrity and any
waiver from any provision of our Code of Integrity by posting such information in the Governance section of our website at
www.deepwater.com.
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Item 1A.
Risk Factors
Risks related to our business
(cid:131) Our business depends on the level of activity in the offshore oil and gas industry, which is significantly affected by volatile
oil and gas prices and other factors.
Our business depends on the level of activity in oil and gas exploration, development and production in offshore areas
worldwide. Demand for our services depends on oil and natural gas industry activity and expenditure levels that are directly affected by
trends in oil and, to a lesser extent, natural gas prices.
Oil and gas prices are extremely volatile and are affected by numerous factors, including the following:
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
worldwide demand for oil and gas, including economic activity in the U.S. and other large energy-consuming markets;
the ability of the Organization of the Petroleum Exporting Countries (“OPEC”) to set and maintain production levels, productive
spare capacity and pricing;
the level of production in non-OPEC countries;
the policies of various governments regarding exploration and development of their oil and gas reserves;
international sanctions on oil-producing countries, or the lifting of such sanctions;
advances in exploration, development and production technology;
the further development of shale technology to exploit oil and gas reserves;
the discovery rate of new oil and gas reserves;
the rate of decline of existing oil and gas reserves;
laws and regulations related to environmental matters, including those addressing alternative energy sources and the risks of global
climate change;
the development and exploitation of alternative fuels;
accidents, adverse weather conditions, natural disasters and other similar incidents relating to the oil and gas industry; and
the worldwide security and political environment, including uncertainty or instability resulting from an escalation or outbreak of armed
hostilities, civil unrest or other crises in the Middle East or Eastern Europe or other geographic areas or acts of terrorism.
Demand for our services is particularly sensitive to the level of exploration, development and production activity of, and the
corresponding capital spending by, oil and natural gas companies, including national oil companies. Any prolonged reduction in oil and
natural gas prices could depress the immediate levels of exploration, development and production activity. Perceptions of longer term
lower oil and natural gas prices by oil and gas companies could similarly reduce or defer major expenditures given the long-term nature of
many large-scale development projects. Lower levels of activity result in a corresponding decline in the demand for our services, which
could have a material adverse effect on our revenue and profitability. Oil and gas prices and market expectations of potential changes in
these prices significantly affect this level of activity. However, increases in near-term commodity prices do not necessarily translate into
increased drilling activity since customers’ expectations of longer-term future commodity prices typically drive demand for our rigs. The
current commodity pricing environment has had a negative impact on demand for our services, and it could worsen. Since December 31,
2014, the price of crude oil as reported on the New York Mercantile Exchange has declined by approximately 50 percent. Consequently,
customers have delayed or cancelled many exploration and development programs, resulting in reduced demand for our services. Also,
increased competition for customers’ drilling budgets could come from, among other areas, land-based energy markets worldwide. The
availability of quality drilling prospects, exploration success, relative production costs, the stage of reservoir development and political and
regulatory environments also affect customers’ drilling campaigns. Worldwide military, political and economic events have contributed to
oil and gas price volatility and are likely to do so in the future.
(cid:131)
The offshore drilling industry is highly competitive and cyclical, with intense price competition.
The offshore contract drilling industry is highly competitive with numerous industry participants, none of which has a dominant
market share. Drilling contracts are traditionally awarded on a competitive bid basis. Although rig availability, service quality and technical
capability are drivers of customer contract awards, bid pricing and intense price competition are often key determinants for which qualified
contractor is awarded a job.
The offshore drilling industry has historically been cyclical and is impacted by oil and natural gas price levels and volatility. There
have been periods of high customer demand, limited rig supply and high dayrates, followed by periods of low customer demand, excess rig
supply and low dayrates. Changes in commodity prices can have a dramatic effect on rig demand, and periods of excess rig supply may
intensify competition in the industry and result in the idling of older and less technologically advanced equipment. We have idled and
stacked rigs, and may in the future idle or stack additional rigs or enter into lower dayrate drilling contracts in response to market
conditions. We cannot predict when or if any idled or stacked rigs will return to service.
During prior periods of high dayrates and rig utilization rates, we and other industry participants have responded to increased
customer demand by increasing the supply of rigs through ordering the construction of new units. In periods of low oil and natural gas
price levels, growth in new construction has historically resulted in an oversupply of rigs and has caused a subsequent decline in dayrates
and rig utilization rates, sometimes for extended periods of time. Presently, there are numerous recently constructed high-specification
floaters and other drilling units capable of competing with our rigs that have entered the global market, and there are more that are under
construction. The entry into service of these new units has increased and will continue to increase supply. The increased supply has
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contributed to and may continue to contribute to a reduction in dayrates as rigs are absorbed into the active fleet and has led to
accelerated stacking of the existing fleet.
Two of our six ultra-deepwater drillships and our five high-specification jackups currently under construction, have not been
contracted for work. Combined with the rapid increase in the number of rigs in the global market completing contracts and becoming idle,
the number of new units expected to be delivered without contracts has intensified and may further intensify price competition. Any further
increase in construction of new units would likely exacerbate the negative impact of increased supply on dayrates and utilization rates.
Additionally, lower market dayrates and intense price competition may drive customers to demand renegotiation of existing contracts to
lower dayrates in exchange for longer contract terms. In an over-supplied market, we may have limited bargaining power to negotiate on
more favorable terms. Lower dayrates and rig utilization rates could adversely affect our revenues and profitability.
(cid:131) Our drilling contracts may be terminated due to a number of events.
Certain of our drilling contracts with customers may be cancelable at the option of the customer upon payment of an early
termination payment. Such payments may not, however, fully compensate us for the loss of the contract. Drilling contracts also
customarily provide for either automatic termination or termination at the option of the customer typically without the payment of any
termination fee, under various circumstances such as non-performance, as a result of significant downtime or impaired performance
caused by equipment or operational issues, or sustained periods of downtime due to force majeure events. Many of these events are
beyond our control. During periods of depressed market conditions, we are subject to an increased risk of our customers seeking to
repudiate their contracts, including through claims of non-performance. We are at continued risk of experiencing early contract
terminations in the current weak commodity price environment as operators look to reduce their capital expenditures. During the year
ended December 31, 2015, our customers early terminated or cancelled contracts for Discoverer Americas, Polar Pioneer, Sedco 714,
Sedco Energy and Transocean Spitsbergen, and these rigs currently remain idle. Subsequent to December 31, 2015, we received notices
of early termination or cancellation of drilling contracts for Deepwater Champion, Deepwater Millennium, Discoverer Deep Seas,
GSF Constellation II, GSF Development Driller I and Transocean John Shaw. Our customers’ ability to perform their obligations under
their drilling contracts, including their ability to fulfill their indemnity obligations to us, may also be negatively impacted by an economic
downturn. Our customers, which include national oil companies, often have significant bargaining leverage over us. If our customers
cancel some of our contracts, and we are unable to secure new contracts on a timely basis and on substantially similar terms, or if
contracts are suspended for an extended period of time or if a number of our contracts are renegotiated, it could adversely affect our
consolidated statement of financial position, results of operations or cash flows. See “Item 1. Business—Contract Drilling Services.”
(cid:131) Our current backlog of contract drilling revenue may not be fully realized, which may have a material adverse impact on our
consolidated statement of financial position, results of operations or cash flows.
At February 11, 2016, the contract backlog associated with our continuing operations was approximately $15.5 billion. This
amount represents the firm term of the drilling contract multiplied by the contractual operating rate, which may be higher than the actual
dayrate we receive or we may receive other dayrates included in the contract such as waiting on weather rate, repair rate, standby rate or
force majeure rate. The contractual operating dayrate may also be higher than the actual dayrate we receive because of a number of
factors, including rig downtime or suspension of operations.
Several factors could cause rig downtime or a suspension of operations, including:
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(cid:131)
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(cid:131)
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breakdowns of equipment and other unforeseen engineering problems;
work stoppages, including labor strikes;
shortages of material and skilled labor;
surveys by government and maritime authorities;
periodic classification surveys;
severe weather, strong ocean currents or harsh operating conditions; and
force majeure events.
In certain drilling contracts, the dayrate may be reduced to zero or result in customer credit against future dayrate if, for example,
repairs extend beyond a stated period of time. Our contract backlog includes signed drilling contracts and, in some cases, other definitive
agreements awaiting contract execution. We may not be able to realize the full amount of our contract backlog due to events beyond our
control. In addition, some of our customers have experienced liquidity issues in the past and these liquidity issues could be experienced
again if commodity prices decline to lower levels for an extended period of time. Liquidity issues and other market pressures could lead
our customers to go into bankruptcy or could encourage our customers to seek to repudiate, cancel or renegotiate these agreements for
various reasons (see “—Our drilling contracts may be terminated due to a number of events”). Our inability to realize the full amount of our
contract backlog may have a material adverse effect on our consolidated statement of financial position, results of operations or cash
flows.
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(cid:131) We may not be able to renew or obtain new drilling contracts for rigs whose contracts are expiring or are terminated or
obtain drilling contracts for our uncontracted newbuilds, which could adversely affect our consolidated statements of
operations.
Our ability to renew expiring drilling contracts or obtain new drilling contracts will depend on the prevailing market conditions at
the time. If we are unable to obtain new drilling contracts in direct continuation with existing contracts or for our uncontracted newbuild
units, or if new drilling contracts are entered into at dayrates substantially below the existing dayrates or on terms otherwise less favorable
compared to existing contract terms, our revenues and profitability could be adversely affected.
The offshore drilling markets in which we compete experience fluctuations in the demand for drilling services. A number of
existing drilling contracts for our drilling rigs that are currently operating are scheduled to expire before December 31, 2017. Seven of the
units we currently have under construction as part of our newbuild program, two ultra-deepwater drillships and our five high-specification
jackups are being constructed without customer drilling contracts. We will attempt to secure drilling contracts for these units prior to their
completion. We may be unable to obtain drilling contracts for our rigs that are currently operating upon the expiration or termination of
such contracts or obtain drilling contracts for our newbuilds, and there may be a gap in the operation of the rigs between the current
contracts and subsequent contracts. In particular, if oil and natural gas prices remain low, as is currently the case, or it is expected that
such prices will decrease in the future, at a time when we are seeking drilling contracts for our rigs, we may be unable to obtain drilling
contracts at attractive dayrates or at all.
(cid:131) We must make substantial capital and operating expenditures to maintain our fleet, and we may be required to make
significant capital expenditures to maintain our competitiveness and to comply with laws and the applicable regulations and
standards of governmental authorities and organizations, or to execute our growth plan, each of which could negatively
affect our financial condition, results of operations and cash flows.
We must make substantial capital and operating expenditures to maintain our fleet. These expenditures could increase as a
result of changes in the following:
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(cid:131)
(cid:131)
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(cid:131)
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the cost of labor and materials;
customer requirements;
fleet size;
the cost of replacement parts for existing drilling rigs;
the geographic location of the drilling rigs;
length of drilling contracts;
governmental regulations and maritime self-regulatory organization and technical standards relating to safety, security or the
environment; and
industry standards.
Changes in offshore drilling technology, customer requirements for new or upgraded equipment and competition within our
industry may require us to make significant capital expenditures in order to maintain our competitiveness. In addition, changes in
governmental regulations, safety or other equipment standards, as well as compliance with standards imposed by maritime self-regulatory
organizations, may require us to make additional unforeseen capital expenditures. As a result, we may be required to take our rigs out of
service for extended periods of time, with corresponding losses of revenues, in order to make such alterations or to add such equipment.
In the future, market conditions may not justify these expenditures or enable us to operate our older rigs profitably during the remainder of
their economic lives.
In addition, in order to execute our growth plan, we may require additional capital in the future. If we are unable to fund capital
expenditures with our cash flow from operations or sales of non-strategic assets, we may be required to either incur additional borrowings
or raise capital through the sale of debt or equity securities. Our ability to access the capital markets may be limited by our financial
condition at the time, by changes in laws and regulations or interpretation thereof and by adverse market conditions resulting from, among
other things, general economic conditions and contingencies and uncertainties that are beyond our control. If we raise funds by issuing
equity securities, existing shareholders may experience dilution. Our failure to obtain the funds for necessary future capital expenditures
could have a material adverse effect on our business and on our statements of financial condition, results of operations and cash flows.
(cid:131)
The recent downgrades in our credit ratings by various credit rating agencies could impact our access to capital and
materially adversely affect our business and financial condition.
Certain credit rating agencies have recently downgraded the credit ratings of our non-credit enhanced senior unsecured
long-term debt (“Debt Rating”). In February 2015, Moody’s Investors Service downgraded our Debt Rating to below investment grade and,
in October 2015, further downgraded our Debt Rating, and recently announced that our Debt Rating is again under review for further
downgrade. In March 2015, Standard & Poor’s downgraded our Debt Rating to below investment grade and recently further downgraded
our Debt Rating with negative outlook. In October 2015, Fitch Ratings downgraded our Debt Rating to below investment grade and
recently further downgraded our Debt Rating with negative outlook.
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Our Debt Rating levels could have material adverse consequences on our business and future prospects and could:
(cid:131)
(cid:131)
(cid:131)
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(cid:131)
(cid:131)
(cid:131)
limit our ability to access debt markets, including for the purpose of refinancing our existing debt;
cause us to refinance or issue debt with less favorable terms and conditions, which debt may require collateral and restrict, among
other things, our ability to pay distributions or repurchase shares;
increase certain fees under our credit facilities and interest rates under indentures governing certain of our senior notes;
negatively impact current and prospective customers’ willingness to transact business with us;
impose additional insurance, guarantee and collateral requirements;
limit our access to bank and third-party guarantees, surety bonds and letters of credit; and
suppliers and financial institutions may lower or eliminate the level of credit provided through payment terms or intraday funding
when dealing with us thereby increasing the need for higher levels of cash on hand, which would decrease our ability to repay debt
balances.
The downgrades have caused some of the effects listed above, and any further downgrades may cause or exacerbate, any of
the effects listed above.
(cid:131) We have a substantial amount of debt, and we may lose the ability to obtain future financing and suffer competitive
disadvantages.
At December 31, 2015 and 2014, our overall debt level was approximately $8.5 billion and $10.1 billion, respectively. This
substantial level of debt and other obligations could have significant adverse consequences on our business and future prospects,
including the following:
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(cid:131)
(cid:131)
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(cid:131)
we may be unable to obtain financing in the future for working capital, capital expenditures, acquisitions, debt service requirements,
distributions, share repurchases, or other purposes;
we may be unable to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these
funds to service the debt;
we could become more vulnerable to general adverse economic and industry conditions, including increases in interest rates, particularly
given our substantial indebtedness, some of which bears interest at variable rates;
we may unable to meet financial ratios or satisfy certain other conditions included in our bank credit agreements, which could result in our
inability to meet requirements for borrowings under our bank credit agreements or a default under these agreements and trigger cross
default provisions in our other debt instruments; and
we may be less able to take advantage of significant business opportunities and to react to changes in market or industry conditions than
our less levered competitors.
(cid:131) We rely heavily on a relatively small number of customers and the loss of a significant customer or a dispute that leads to
the loss of a customer could have a material adverse impact on our financial results.
We engage in offshore drilling services for most of the leading international oil companies or their affiliates, as well as for many
government-controlled oil companies and independent oil companies. For the year ended December 31, 2015, our most significant
customers were Chevron and Shell, accounting for approximately 14 percent and 10 percent, respectively, of our consolidated operating
revenues from continuing operations. As of February 11, 2016, the customers with the most significant aggregate amount of contract
backlog associated with our drilling contracts were Shell and Chevron, representing approximately 51 percent and 21 percent, respectively,
of our total contract backlog. The loss of any of these customers or another significant customer, or a decline in payments under any of
our drilling contracts, could, at least in the short term, have a material adverse effect on our results of operations and cash flows.
In addition, our drilling contracts subject us to counterparty risks. The ability of each of our counterparties to perform its
obligations under a contract with us will depend on a number of factors that are beyond our control and may include, among other things,
general economic conditions, the condition of the offshore drilling industry, prevailing prices for oil and natural gas, the overall financial
condition of the counterparty, the dayrates received and the level of expenses necessary to maintain drilling activities. In addition, in
depressed market conditions, such as we are currently experiencing our customers may no longer need a drilling rig that is currently under
contract or may be able to obtain a comparable drilling rig at a lower dayrate. Should a counterparty fail to honor its obligations under an
agreement with us, we could sustain losses, which could have a material adverse effect on our business, financial condition and results of
operations.
(cid:131) Worldwide financial, economic and political conditions could have a material adverse effect on our consolidated statement
of financial position, results of operations or cash flows.
Worldwide financial and economic conditions could restrict our ability to access the capital markets at a time when we would like,
or need, to access such markets, which could have an impact on our flexibility to react to changing economic and business conditions.
Worldwide economic conditions have in the past impacted, and could in the future impact, the lenders participating in our credit facilities
and our customers, causing them to fail to meet their obligations to us. If economic conditions preclude or limit financing from banking
institutions participating in our credit facilities, we may not be able to obtain similar financing from other institutions. A slowdown in
economic activity could further reduce worldwide demand for energy and extend or worsen the current period of low oil and natural gas
prices. A further decline in oil and natural gas prices or an extension of the current low oil and natural gas prices could reduce demand for
our drilling services and have a material adverse effect on our consolidated statement of financial position, results of operations or cash
flows.
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The world economy is currently facing a number of challenges. An extended period of negative outlook for the world economy
could reduce the overall demand for oil and natural gas and for our services. These potential developments, or market perceptions
concerning these and related issues, could affect our consolidated statement of financial position, results of operations or cash flows. In
addition, turmoil and hostilities in the Middle East, North Africa and other geographic areas and countries are adding to overall risk. An
extended period of negative outlook for the world economy could further reduce the overall demand for oil and natural gas and for our
services. Such changes could adversely affect our consolidated statement of financial position, results of operations or cash flows.
(cid:131) Our operating and maintenance costs will not necessarily fluctuate in proportion to changes in our operating revenues.
Our operating and maintenance costs will not necessarily fluctuate in proportion to changes in our operating revenues. Costs for
operating a rig are generally fixed or only semi-variable regardless of the dayrate being earned. In addition, should our rigs incur
unplanned downtime while on contract or idle time between drilling contracts, we will not always reduce the staff on those rigs because we
could use the crew to prepare the rig for its next contract. During times of reduced activity, reductions in costs may not be immediate as
portions of the crew may be required to prepare rigs for stacking, after which time the crew members are assigned to active rigs or
dismissed. As our rigs are mobilized from one geographic location to another, the labor and other operating and maintenance costs can
vary significantly. In general, labor costs increase primarily due to higher salary levels and inflation. Equipment maintenance costs
fluctuate depending upon the type of activity the unit is performing and the age and condition of the equipment, and these costs could
increase for short or extended periods as a result of regulatory or customer requirements that raise maintenance standards above
historical levels. Contract preparation costs vary based on the scope and length of contract preparation required and the duration of the
firm contractual period over which such expenditures are amortized.
(cid:131) Our shipyard projects and operations are subject to delays and cost overruns.
As of February 11, 2016, we had six ultra-deepwater floater and five high-specification jackup newbuild rig projects. We also
have a variety of other more limited shipyard projects at any given time. These shipyard projects are subject to the risks of delay or cost
overruns inherent in any such construction project resulting from numerous factors, including the following:
(cid:131)
(cid:131)
(cid:131)
(cid:131)
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shipyard availability, failures and difficulties;
shortages of equipment, materials or skilled labor;
unscheduled delays in the delivery of ordered materials and equipment;
design and engineering problems, including those relating to the commissioning of newly designed equipment;
latent damages or deterioration to hull, equipment and machinery in excess of engineering estimates and assumptions;
unanticipated actual or purported change orders;
disputes with shipyards and suppliers;
failure or delay of third-party vendors or service providers;
availability of suppliers to recertify equipment for enhanced regulations;
strikes, labor disputes and work stoppages;
customer acceptance delays;
adverse weather conditions, including damage caused by such conditions;
terrorist acts, war, piracy and civil unrest;
unanticipated cost increases; and
difficulty in obtaining necessary permits or approvals.
These factors may contribute to cost variations and delays in the delivery of our newbuild units and other rigs undergoing
shipyard projects. Delays in the delivery of these units would result in delay in contract commencement, resulting in a loss of revenue to
us, and may also cause customers to terminate or shorten the term of the drilling contract for the rig pursuant to applicable late delivery
clauses. In the event of termination of any of these drilling contracts, we may not be able to secure a replacement contract on as favorable
terms, if at all.
Our operations also rely on a significant supply of capital and consumable spare parts and equipment to maintain and repair our
fleet. We also rely on the supply of ancillary services, including supply boats and helicopters. Shortages in materials, manufacturing
defects, delays in the delivery of necessary spare parts, equipment or other materials, or the unavailability of ancillary services could
negatively impact our future operations and result in increases in rig downtime and delays in the repair and maintenance of our fleet.
(cid:131) We could experience a material adverse effect on our consolidated statement of financial position, results of operations or
cash flows to the extent the Macondo well’s operator fails to indemnify us or is otherwise unable to indemnify us for
compensatory damages related to the Macondo well incident as required under the terms of our settlement agreement.
The combined response team to the Macondo well incident was unable to stem the flow of hydrocarbons from the well prior to
the sinking of Deepwater Horizon. The resulting spill of hydrocarbons was the most extensive in U.S. history. Under the
Deepwater Horizon drilling contract and in accordance with our settlement agreement with the operator, BP agreed to indemnify us with
respect to certain matters, and we agreed to indemnify BP with respect to certain matters (see “Part II. Item 8. Financial Statements and
Supplementary Data—Notes to Consolidated Financial Statements—Note 14—Commitments and Contingencies—Macondo well incident
commitments and contingencies—BP Settlement Agreement”). We could experience a material adverse effect on our consolidated
statement of financial position, results of operations or cash flows to the extent that BP fails to fully satisfy its indemnification obligations,
including by reason of financial or legal restrictions, or our insurance policies do not fully cover these amounts. In addition, in connection
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with our settlement with the DOJ, we agreed that we will not use payments pursuant to a civil consent decree by and among the DOJ and
certain of our affiliates (the “Consent Decree”) as a basis for indemnity or reimbursement from non-insurer defendants named in the
complaint by the U.S. or their affiliates.
(cid:131) Our agreement with the U.S. Environmental Protection Agency may prohibit us from entering into, extending or engaging in
certain business relationships. In addition, if we do not comply with the terms of our agreement with the U.S. Environmental
Protection Agency, we may be subject to suspension, debarment or statutory disqualification.
On February 25, 2013, we and the U.S. Environmental Protection Agency (the “EPA”) entered into an administrative agreement
(the “EPA Agreement”) related to the Macondo well incident, which has a five-year term. In the EPA Agreement, we agreed to, among
other things, continue the implementation of certain programs and systems; comply with certain employment and contracting procedures;
engage independent compliance auditors and a process safety consultant; and give reports and notices with respect to various matters.
Subject to certain exceptions, the EPA Agreement prohibits us from entering into, extending or engaging in certain business relationships
with individuals or entities that are debarred, suspended, proposed for debarment or similarly restricted. In addition, if we fail to comply
with the terms of the EPA Agreement, we may be subject to suspension, debarment or statutory disqualification. See “Part II. Item 8.
to Consolidated Financial Statements—Note 14—Commitments and
Financial Statements and Supplementary Data—Notes
Contingencies—Macondo well incident commitments and contingencies—EPA Agreement.”
(cid:131)
The continuing effects of the enhanced regulations enacted following the Macondo well incident and of agreements
applicable to us could materially and adversely affect our worldwide operations.
New governmental safety and environmental requirements applicable to both deepwater and shallow water operations have
been adopted for drilling in the U.S. Gulf of Mexico following the Macondo well incident. In order to obtain drilling permits, operators must
submit applications that demonstrate compliance with the enhanced regulations, which require independent third-party inspections,
certification of well design and well control equipment and emergency response plans in the event of a blowout, among other
requirements. Operators have previously had, and may in the future have, difficulties obtaining drilling permits in the U.S. Gulf of Mexico.
In addition, the oil and gas industry has adopted new equipment and operating standards, such as the American Petroleum Institute
Standard 53 related to the installation and testing of well control equipment. These new safety and environmental guidelines and
standards and any further new guidelines or standards the U.S. government or industry may issue or any other steps the U.S. government
or industry may take, could disrupt or delay operations, increase the cost of operations, increase out-of-service time or reduce the area of
operations for drilling rigs in the U.S. and non-U.S. offshore areas.
Other governments could take similar actions related to implementing new safety and environmental regulations in the future.
Additionally, some of our customers have elected to voluntarily comply with some or all of the new inspections, certification requirements
and safety and environmental guidelines on rigs operating outside of the U.S. Gulf of Mexico. Additional governmental regulations and
requirements concerning licensing, taxation, equipment specifications and training requirements or the voluntary adoption of such
requirements or guidelines by our customers could increase the costs of our operations, increase certification and permitting requirements,
increase review periods and impose increased liability on offshore operations. The requirements applicable to us under the
Consent Decree and the EPA Agreement cover safety, environmental, reporting, operational and other matters and are in addition to the
regulations applicable to other industry participants and may require additional agreements and corporate compliance resources that,
together with our cooperation guilty plea agreement by and among the DOJ and certain of our affiliates (the “Plea Agreement”), could
cause us to incur additional costs and liabilities.
The continuing effects of the enhanced regulations may also decrease the demand for drilling services, negatively affect
dayrates and increase out-of-service time, which could ultimately have a material adverse effect on our revenues and profitability. We are
unable to predict the impact that the continuing effects of the enhanced regulations will have on our operations.
(cid:131) Compliance with or breach of environmental laws can be costly, expose us to liability and could limit our operations.
Our business in the offshore drilling industry is affected by laws and regulations relating to the energy industry and the
environment, including international conventions and treaties, and regional, national, state, and local laws and regulations. The offshore
drilling industry depends on demand for services from the oil and gas exploration and production industry, and, accordingly, we are directly
affected by the adoption of laws and regulations that, for economic, environmental or other policy reasons, curtail exploration and
development drilling for oil and gas. Compliance with such laws, regulations and standards, where applicable, may require us to make
significant capital expenditures, such as the installation of costly equipment or operational changes, and may affect the resale values or
useful lives of our rigs. We may also incur additional costs in order to comply with other existing and future regulatory obligations,
including, but not limited to, costs relating to air emissions, including greenhouse gases (“GHGs”), the management of ballast waters,
maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other financial
assurance of our ability to address pollution incidents. Offshore drilling in certain areas has been curtailed and, in certain cases, prohibited
because of concerns over protection of the environment. These costs could have a material adverse effect on our consolidated statement
of financial position, results of operations or cash flows. A failure to comply with applicable laws and regulations may result in
administrative and civil penalties, criminal sanctions or the suspension or termination of our operations.
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To the extent new laws are enacted or other governmental actions are taken that prohibit or restrict offshore drilling or impose
additional environmental protection requirements that result in increased costs to the oil and gas industry, in general, or the offshore drilling
industry, in particular, our business or prospects could be materially adversely affected. The operation of our drilling rigs will require
certain governmental approvals. These governmental approvals may involve public hearings and costly undertakings on our part. We
may not obtain such approvals or such approvals may not be obtained in a timely manner. If we fail to timely secure the necessary
approvals or permits, our customers may have the right to terminate or seek to renegotiate their drilling contracts to our detriment. The
amendment or modification of existing laws and regulations or the adoption of new laws and regulations curtailing or further regulating
exploratory or development drilling and production of oil and gas could have a material adverse effect on our business, operating results or
financial condition. Compliance with any such new legislation or regulations could have an adverse effect on our statements of operations
and cash flows.
As an operator of mobile offshore drilling units in some offshore areas, we may be liable for damages and costs incurred in
connection with oil spills or waste disposals related to those operations, and we may also be subject to significant fines in connection with
spills. For example, an oil spill could result in significant liability, including fines, penalties and criminal liability and remediation costs for
natural resource damages, as well as third-party damages, to the extent that the contractual indemnification provisions in our drilling
contracts are not enforceable or otherwise sufficient, or if our customers are unwilling or unable to contractually indemnify us from these
risks. Additionally, we may not be able to obtain such indemnities in our future drilling contracts, and our customers may not have the
financial capability to fulfill their contractual obligations to us. Also, these indemnities may be held to be unenforceable in certain
jurisdictions, as a result of public policy or for other reasons. For example, one of the courts in the litigation related to the Macondo well
incident has refused to enforce aspects of our indemnity with respect to certain environmental-related liabilities. Laws and regulations
protecting the environment have become more stringent in recent years, and may in some cases impose strict liability, rendering a person
liable for environmental damage without regard to negligence. These laws and regulations may expose us to liability for the conduct of or
conditions caused by others or for acts that were in compliance with all applicable laws at the time they were performed. The application of
these requirements or the adoption of new requirements or measures could have a material adverse effect on our consolidated statement
of financial position, results of operations or cash flows. In addition, our Consent Decree, the EPA Agreement and probation arising out of
our Plea Agreement add to these regulations, requirements and liabilities. Our guilty plea to negligently discharging oil into the U.S. Gulf of
Mexico in connection with the Macondo well incident caused us to incur liabilities under the environmental laws relating to the
Macondo well incident. We may be subject to additional liabilities and penalties.
(cid:131)
The global nature of our operations involves additional risks.
We operate in various regions throughout the world, which may expose us to political and other uncertainties, including risks of:
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terrorist acts, war, piracy and civil unrest;
seizure, expropriation or nationalization of our equipment;
expropriation or nationalization of our customers’ property;
repudiation or nationalization of contracts;
imposition of trade or immigration barriers;
import-export quotas;
wage and price controls;
changes in law and regulatory requirements, including changes in interpretation and enforcement;
involvement in judicial proceedings in unfavorable jurisdictions;
damage to our equipment or violence directed at our employees, including kidnappings;
complications associated with supplying, repairing and replacing equipment in remote locations;
the inability to move income or capital; and
currency exchange fluctuations and currency exchange restrictions, including exchange or similar controls that may limit our ability to
convert local currency into U.S. dollars and transfer funds out of a local jurisdiction.
Our non-U.S. contract drilling operations are subject to various laws and regulations in certain countries in which we operate,
including laws and regulations relating to the import and export, equipment and operation of drilling units, currency conversions and
repatriation, oil and gas exploration and development, taxation and social contributions of offshore earnings and earnings of expatriate
personnel. We are also subject to the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) and other U.S. laws and
regulations governing our international operations. In addition, various state and municipal governments, universities and other investors
have proposed or adopted divestment and other initiatives regarding investments including, with respect to state governments, by state
retirement systems in companies that do business with countries that have been designated as state sponsors of terrorism by the U.S.
State Department. Failure to comply with applicable laws and regulations, including those relating to sanctions and export restrictions,
may subject us to criminal sanctions or civil remedies, including fines, denial of export privileges, injunctions or seizures of assets.
Investors could view any potential violations of OFAC regulations negatively, which could adversely affect our reputation and the market for
our shares.
Governments in some foreign countries have become increasingly active in regulating and controlling the ownership of
concessions and companies holding concessions, the exploration for oil and gas and other aspects of the oil and gas industries in their
countries, including local content requirements for participating in tenders for certain drilling contracts. Many governments favor or
effectively require the awarding of drilling contracts to local contractors or require foreign contractors to employ citizens of, or purchase
supplies from, a particular jurisdiction or require use of a local agent. In addition, government action, including initiatives by OPEC, may
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continue to cause oil or gas price volatility. In some areas of the world, this governmental activity has adversely affected the amount of
exploration and development work by major oil companies and may continue to do so.
A substantial portion of our drilling contracts are partially payable in local currency. Those amounts may exceed our local
currency needs, leading to the accumulation of excess local currency, which, in certain instances, may be subject to either temporary
blocking or other difficulties converting to U.S. dollars, our functional currency, or to other currencies in which we operate. Excess
amounts of local currency may be exposed to the risk of currency exchange losses.
The shipment of goods, services and technology across international borders subjects us to extensive trade laws and
regulations. Our import and export activities are governed by unique customs laws and regulations in each of the countries where we
operate. Moreover, many countries, including the U.S., control the import and export of certain goods, services and technology and
impose related import and export recordkeeping and reporting obligations. Governments also may impose economic sanctions against
certain countries, persons and other entities that may restrict or prohibit transactions involving such countries, persons and entities, and we
are also subject to the U.S. anti-boycott law.
The laws and regulations concerning import and export activity, recordkeeping and reporting, import and export control and
economic sanctions are complex and constantly changing. These laws and regulations may be enacted, amended, enforced or interpreted
in a manner materially impacting our operations. Ongoing economic challenges may increase some foreign governments’ efforts to enact,
enforce, amend or interpret laws and regulations as a method to increase revenue. Shipments can be delayed and denied import or export
for a variety of reasons, some of which are outside our control and some of which may result from failure to comply with existing legal and
regulatory regimes. Shipping delays or denials could cause unscheduled operational downtime.
An inability to obtain visas and work permits for our employees on a timely basis could hurt our operations and have an adverse
effect on our business. Our ability to operate worldwide depends on our ability to obtain the necessary visas and work permits for our
personnel to travel in and out of, and to work in, the jurisdictions in which we operate. Governmental actions in some of the jurisdictions in
which we operate may make it difficult for us to move our personnel in and out of these jurisdictions by delaying or withholding the approval
of these permits. If we are not able to obtain visas and work permits for the employees we need to operate our rigs on a timely basis, we
might not be able to perform our obligations under our drilling contracts, which could allow our customers to cancel the contracts. If our
customers cancel some of our drilling contracts, and we are unable to secure new drilling contracts on a timely basis and on substantially
similar terms, it could adversely affect our consolidated statement of financial position, results of operations or cash flows.
(cid:131) Our business involves numerous operating hazards, and our insurance and indemnities from our customers may not be
adequate to cover potential losses from our operations.
Our operations are subject to the usual hazards inherent in the drilling of oil and gas wells, such as, blowouts, reservoir damage,
loss of production, loss of well control, lost or stuck drill strings, equipment defects, craterings, fires, explosions and pollution. Contract
drilling requires the use of heavy equipment and exposure to hazardous conditions, which may subject us to liability claims by employees,
customers and other parties. These hazards can cause personal injury or loss of life, severe damage to or destruction of property and
equipment, pollution or environmental damage, claims by third parties or customers and suspension of operations. Our offshore fleet is
also subject to hazards inherent in marine operations, either while on site or during mobilization, such as capsizing, sinking, grounding,
collision, piracy, damage from severe weather and marine life infestations.
The South China Sea, the Northwest Coast of Australia and the U.S. Gulf of Mexico area are subject to typhoons, hurricanes or
other extreme weather conditions on a relatively frequent basis, and our drilling rigs in these regions may be exposed to damage or total
loss by these storms, some of which may not be covered by insurance. The occurrence of these events could result in the suspension of
drilling operations, damage to or destruction of the equipment involved and injury to or death of rig personnel. Some experts believe global
climate change could increase the frequency and severity of these extreme weather conditions. Operations may also be suspended
because of machinery breakdowns, abnormal drilling conditions, failure of subcontractors to perform or supply goods or services, or
personnel shortages. We customarily provide contract indemnity to our customers for certain claims that could be asserted by us relating
to damage to or loss of our equipment, including rigs, and claims that could be asserted by us or our employees relating to personal injury
or loss of life.
Damage to the environment could also result from our operations, particularly through spillage of hydrocarbons, fuel, lubricants
or other chemicals and substances used in drilling operations, or extensive uncontrolled fires. We may also be subject to property
damage, environmental indemnity and other claims by oil and natural gas companies. Drilling involves certain risks associated with the
loss of control of a well, such as blowout, cratering, the cost to regain control of or redrill the well and remediation of associated pollution.
Our customers may be unable or unwilling to indemnify us against such risks. In addition, a court may decide that certain indemnities in
our current or future drilling contracts are not enforceable. The law generally considers contractual indemnity for criminal fines and
penalties to be against public policy, and the enforceability of an indemnity as to other matters may be limited.
Our insurance policies and drilling contracts contain rights to indemnity that may not adequately cover our losses, and we do not
have insurance coverage or rights to indemnity for all risks. We have two main types of insurance coverage: (1) hull and machinery
coverage for physical damage to our property and equipment and (2) excess liability coverage, which generally covers offshore risks, such
as personal injury, third-party property claims, and third-party non-crew claims, including wreck removal and pollution. We generally have
no hull and machinery insurance coverage for damages caused by named storms in the U.S. Gulf of Mexico. We maintain per occurrence
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deductibles that generally range up to $10 million for various third-party liabilities and an additional aggregate annual deductible of
$50 million, which is self-insured through our wholly-owned captive insurance company. We also retain the risk for any liability in excess of
our $750 million excess liability coverage. However, pollution and environmental risks generally are not completely insurable.
If a significant accident or other event occurs that is not fully covered by our insurance or by an enforceable or recoverable
indemnity, the occurrence could adversely affect our consolidated statement of financial position, results of operations or cash flows. The
amount of our insurance may also be less than the related impact on enterprise value after a loss. Our insurance coverage will not in all
situations provide sufficient funds to protect us from all liabilities that could result from our drilling operations. Our coverage includes
annual aggregate policy limits. As a result, we generally retain the risk for any losses in excess of these limits. We generally do not carry
insurance for loss of revenue unless contractually required, and certain other claims may also not be reimbursed by insurance carriers.
Any such lack of reimbursement may cause us to incur substantial costs. In addition, we could decide to retain more risk in the future,
resulting in higher risk of losses, which could be material. Moreover, we may not be able to maintain adequate insurance in the future at
rates that we consider reasonable or be able to obtain insurance against certain risks.
(cid:131) Recent developments in Swiss corporate governance may affect our ability to attract and retain top executives.
On January 1, 2014, subject to certain transitional provisions, the Swiss Federal Council Ordinance Against Excessive
Compensation at Public Companies (the “Ordinance”) became effective. The Ordinance, among other things, (a) requires a binding
shareholder “say on pay” vote with respect to the compensation of members of our executive management and board of directors
(b) generally prohibits the making of severance, advance, transaction premiums and similar payments to members of our executive
management and board of directors, and (c) requires the declassification of our board of directors and the amendment of our articles of
association to specify various compensation-related matters. At the 2014 annual general meeting, our shareholders approved
amendments to our articles of association that implement the requirements of the Ordinance, and at our 2015 annual general meeting our
shareholders for the first time approved in a binding “say on pay” vote the compensation of members of our executive management and
board of directors. At the 2016 annual general meeting, our shareholders will be required to approve the maximum aggregate
compensation of (1) our board of directors for the period between the 2016 annual general meeting and the 2017 annual general meeting
and (2) our executive management team for the year ending December 31, 2017. The Ordinance further provides for criminal penalties
against directors and members of executive management in case of noncompliance with certain of its requirements. The Ordinance may
negatively affect our ability to attract and retain executive management and members of our board of directors.
(cid:131) Corporate restructuring activity, divestitures, acquisitions and other business combinations and reorganizations could
adversely affect our ability to achieve our strategic goals.
We have undertaken and continue to seek appropriate opportunities for restructuring our organization, engaging in strategic
in
acquisitions, divestitures and other business combinations, such as our
Transocean Partners LLC, in order to optimize our fleet and strengthen our competitiveness. We face risks arising from these activities,
which could adversely affect our ability to achieve our strategic goals. For example:
initial public offering of and
investment
(cid:131) We may be unable to realize the growth or investment opportunities, improvement of our financial position and other expected benefits by
(cid:131)
(cid:131)
these activities in the expected time period or at all;
Transactions may not be completed as scheduled or at all due to legal or regulatory requirements, market conditions or contractual and
other conditions to which such transactions are subject;
Unanticipated problems could also arise in the integration or separation processes, including unanticipated restructuring or separation
expenses and liabilities, as well as delays or other difficulties in transitioning, coordinating, consolidating, replacing and integrating
personnel, information and management systems, and customer products and services; and
The diversion of management and key employees' attention may detract from the our ability to increase revenues and minimize costs;
Certain transactions may result in other unanticipated adverse consequences.
(cid:131)
(cid:131)
(cid:131) We may be required to guarantee certain obligations or provide funding to Transocean Partners through a $300 million revolving credit
facility between us and Transocean Partners which may impact our liquidity of ability to borrow the full amount of capacity under our
existing credit facilities.
(cid:131)
Failure to recruit and retain key personnel could hurt our operations.
We depend on the continuing efforts of key members of our management, as well as other highly skilled personnel, to operate
and provide technical services and support for our business worldwide. Historically, competition for the personnel required for drilling
operations has intensified as the number of rigs activated, added to worldwide fleets or under construction increased, leading to shortages
of qualified personnel in the industry and creating upward pressure on wages and higher turnover. We may experience a reduction in the
experience level of our personnel as a result of any increased turnover and ongoing staff reduction initiatives, which could lead to higher
downtime and more operating incidents, which in turn could decrease revenues and increase costs. If increased competition for qualified
personnel were to intensify in the future we may experience increases in costs or limits on operations.
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(cid:131) Significant part or equipment shortages, supplier capacity constraints, supplier production disruptions, supplier quality and
sourcing issues or price increases could increase our operating costs, decrease our revenues and adversely impact our
operations.
Our reliance on third-party suppliers, manufacturers and service providers to secure equipment, parts, components and
sub-systems used in our operations exposes us to volatility in the quality, prices and availability of such items. Certain parts and
equipment that we use in our operations may be available only from a small number of suppliers, manufacturers or service providers, or in
some cases must be sourced through a single supplier, manufacturer or service provider. Recent industry developments have reduced the
number of available suppliers. A disruption in the deliveries from such third-party suppliers, manufacturers or service providers, capacity
constraints, production disruptions, price increases, quality control issues, recalls or other decreased availability of parts and equipment
could adversely affect our ability to meet our commitments to customers, adversely impact our operations and revenues or increase our
operating costs.
(cid:131) Our labor costs and the operating restrictions under which we operate could increase as a result of collective bargaining
negotiations and changes in labor laws and regulations.
Approximately 30 percent of our total workforce, working primarily in Angola, the U.K., Nigeria, Norway, Australia and Brazil are
represented by, and some of our contracted labor work under, collective bargaining agreements, substantially all of which are subject to
annual salary negotiation. These negotiations could result in higher personnel expenses, other increased costs or increased operational
restrictions as the outcome of such negotiations apply to all offshore employees not just the union members. Legislation has been
introduced in the U.S. Congress that could encourage additional unionization efforts in the U.S., as well as increase the chances that such
efforts succeed. Additional unionization efforts, if successful, new collective bargaining agreements or work stoppages could materially
increase our labor costs and operating restrictions.
(cid:131)
Failure to comply with anti-bribery statutes, such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act 2010,
could result in fines, criminal penalties, drilling contract terminations and an adverse effect on our business.
The U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010 (“Bribery Act”) and similar anti-bribery laws in other
jurisdictions, generally prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or
retaining business. We operate in many parts of the world that have experienced corruption to some degree and, in certain circumstances,
strict compliance with anti-bribery laws may conflict with local customs and practices. If we are found to be liable for violations under the
FCPA, the Bribery Act or other similar laws, either due to our acts or omissions or due to the acts or omissions of others, including our
partners in our various joint ventures, we could suffer from civil and criminal penalties or other sanctions, which could have a material
adverse effect on our business, financial condition and results of operations. In addition, investors could negatively view potential
violations, inquiries or allegations of misconduct under the FCPA, the Bribery Act or similar laws, which could adversely affect our
reputation and the market for our shares.
We could also face fines, sanctions and other penalties from authorities in the relevant foreign jurisdictions, including prohibition
of our participating in or curtailment of business operations in those jurisdictions and the seizure of rigs or other assets. Additionally, we
could also face other third-party claims by agents, shareholders, debt holders, or other interest holders or constituents of our company.
Further, disclosure of the subject matter of any investigation could adversely affect our reputation and our ability to obtain new business
from potential customers or retain existing business from our current customers, to attract and retain employees and to access the capital
markets. Our customers in relevant jurisdictions could seek to impose penalties or take other actions adverse to our interests, and we may
be required to dedicate significant time and resources to investigate and resolve allegations of misconduct, regardless of the merit of such
allegations.
(cid:131) Regulation of greenhouse gases and climate change could have a negative impact on our business.
Some scientific studies have suggested that emissions of certain gases, commonly referred to as greenhouse gases (“GHGs”)
and including carbon dioxide and methane, may be contributing to warming of the Earth’s atmosphere and other climatic changes. In
response to such studies, the issue of climate change and the effect of GHG emissions, in particular emissions from fossil fuels, is
attracting increasing attention worldwide.
Legislation to regulate emissions of GHGs has been introduced in the U.S. Congress. Some of the proposals would require
industries to meet stringent new standards that may require substantial reductions in carbon emissions. Such reductions could be costly
and difficult to implement. In addition, efforts have been made and continue to be made in the international community toward the
adoption of international treaties or protocols that would address global climate change issues.
In the U.S., the EPA has undertaken efforts to regulate GHG emissions and has finalized motor vehicle GHG emissions
standards, the effect of which could reduce demand for motor fuels refined from crude oil, and has also issued a final rule to address
permitting of GHG emissions from stationary sources under the Clean Air Act’s Prevention of Significant Deterioration and Title V programs
commencing when the motor vehicle standards took effect on January 2, 2011. To the extent that our operations are subject to the EPA’s
GHG regulations, we may face increased capital and operating costs.
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Because our business depends on the level of activity in the offshore oil and gas industry, existing or future laws, regulations,
treaties or international agreements related to GHGs and climate change, including incentives to conserve energy or use alternative
energy sources, could have a negative impact on our business if such laws, regulations, treaties or international agreements reduce the
worldwide demand for oil and gas or limit drilling opportunities. In addition, such laws, regulations, treaties or international agreements
could result in increased compliance costs or additional operating restrictions, which may have a negative impact on our business.
(cid:131) We are subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material
adverse effect on us.
We are subject to a variety of disputes, investigations and litigation. Certain of our subsidiaries are named as defendants in
numerous lawsuits alleging personal injury as a result of exposure to asbestos or toxic fumes or resulting from other occupational
diseases, such as silicosis, and various other medical issues that can remain undiscovered for a considerable amount of time. Some of
these subsidiaries that have been put on notice of potential liabilities have no assets. Further, our patent for dual-activity technology has
been successfully challenged in certain jurisdictions, and we have been accused of infringing other patents. Other subsidiaries are subject
to litigation relating to environmental damage. We cannot predict the outcome of the cases involving those subsidiaries or the potential
costs to resolve them. Insurance may not be applicable or sufficient in all cases, insurers may not remain solvent, policies may not be
located, and liabilities associated with the Macondo well incident may exhaust some or all of the insurance available to cover certain
claims. Suits against non-asset-owning subsidiaries have and may in the future give rise to alter ego or successor-in-interest claims
against us and our asset-owning subsidiaries to the extent a subsidiary is unable to pay a claim or insurance is not available or sufficient to
cover the claims. We are also subject to a number of significant tax disputes, including trials on civil charges that commenced in Norway in
2012. To the extent that one or more pending or future litigation matters is not resolved in our favor and is not covered by insurance, a
material adverse effect on our financial results and condition could result.
(cid:131) Our information technology systems are subject to cybersecurity risks and threats.
We depend on digital technologies to conduct our offshore and onshore operations, to collect payments from customers and to
pay vendors and employees. Threats to our information technology systems associated with cybersecurity risks and cyber-incidents or
attacks continue to grow. In addition, breaches to our systems could go unnoticed for some period of time. Risks associated with these
threats include disruptions of certain systems on our rigs; other impairments of our ability to conduct our operations; loss of intellectual
property, proprietary information or customer data; disruption of our customers’ operations; loss or damage to our customer data delivery
systems; and increased costs to prevent, respond to or mitigate cybersecurity events. If such a cyber-incident were to occur, it could have
a material adverse effect on our business, financial condition, cash flows and results of operations.
(cid:131) Acts of terrorism, piracy and political and social unrest could affect the markets for drilling services, which may have a
material adverse effect on our results of operations.
Acts of terrorism and social unrest, brought about by world political events or otherwise, have caused instability in the world’s
financial and insurance markets in the past and may occur in the future. Such acts could be directed against companies such as ours. In
addition, acts of terrorism, piracy and social unrest could lead to increased volatility in prices for crude oil and natural gas and could affect
the markets for drilling services. Insurance premiums could increase and coverage may be unavailable in the future. Government
regulations may effectively preclude us from engaging in business activities in certain countries. These regulations could be amended to
cover countries where we currently operate or where we may wish to operate in the future.
Our drilling contracts do not generally provide indemnification against loss of capital assets or loss of revenues resulting from
acts of terrorism, piracy or political or social unrest. We have limited insurance for our assets providing coverage for physical damage
losses resulting from risks, such as terrorist acts, piracy, vandalism, sabotage, civil unrest, expropriation and acts of war, and we do not
carry insurance for loss of revenues resulting from such risks.
(cid:131) Public health threats could have a material adverse effect on our operations and our financial results.
Public health threats, such as Severe Acute Respiratory Syndrome, severe influenza and other highly communicable viruses or
diseases, outbreaks of which have already occurred in various parts of the world in which we operate, could adversely impact our
operations, the operations of our customers and the global economy, including the worldwide demand for oil and natural gas and the level
of demand for our services. Quarantine of personnel or inability to access our offices or rigs could adversely affect our operations. Travel
restrictions or operational problems in any part of the world in which we operate, or any reduction in the demand for drilling services
caused by public health threats in the future, may materially impact operations and adversely affect our financial results.
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Other risks
(cid:131) We have significant carrying amounts of long-lived assets that are subject to impairment testing.
At December 31, 2015, the carrying amount of our property and equipment was $20.8 billion, representing 79 percent of our total
assets. In accordance with our critical accounting policies, we review our property and equipment for impairment when events or changes
in circumstances indicate that carrying amounts of our assets held and used may not be recoverable.
In the year ended December 31, 2015, we recognized an aggregate loss of $1,175 million associated with the impairment of our
deepwater floater and midwater floater asset groups. In the year ended December 31, 2014, we recognized a loss of $788 million
associated with the impairment of our deepwater floater asset group. Future expectations of lower dayrates or rig utilization rates or a
significant change to the composition of one or more of our asset groups or to our contract drilling services reporting unit could result in the
recognition of additional losses on impairment of our long-lived asset groups if future cash flow expectations, based upon information
available to management at the time of measurement, indicate that the carrying amount of our asset groups may be impaired.
(cid:131) A change in tax laws, treaties or regulations, or their interpretation, of any country in which we have operations, are
incorporated or are resident could result in a higher tax rate on our worldwide earnings, which could result in a significant
negative impact on our earnings and cash flows from operations.
We operate worldwide through our various subsidiaries. Consequently, we are subject to changes in applicable tax laws, treaties
or regulations in the jurisdictions in which we operate, which could include laws or policies directed toward companies organized in
jurisdictions with low tax rates. A material change in the tax laws, treaties or regulations, or their interpretation or application, of any
country in which we have significant operations, or in which we are incorporated or resident, could result in a higher effective tax rate on
our worldwide earnings and such change could be significant to our financial results.
In the U.S., tax legislative proposals intending to eliminate some perceived tax advantages of companies that have legal
domiciles outside the U.S., but have certain U.S. connections, have repeatedly been introduced in the U.S. Congress. Recent examples
include, but are not limited to, legislative proposals that would broaden the circumstances in which a non-U.S. company would be
considered a U.S. resident, including the use of “management and control” provisions to determine corporate residency, and proposals that
could override certain tax treaties and limit treaty benefits on certain payments by U.S. subsidiaries to non-U.S. affiliates. Additionally,
members of the U.S. Congress have repeatedly introduced proposals which would disallow any deduction for otherwise tax deductible
payments relating to any incident resulting in the discharge of oil into navigable waters, such as the Macondo well incident. Any material
change in tax laws or policies, or their interpretation, resulting from such legislative proposals or inquiries could result in a higher effective
tax rate on our worldwide earnings and such change could have a material adverse effect on our consolidated statement of financial
position, results of operations or cash flows.
In Switzerland, tax legislative proposals intending to abolish certain cantonal tax privileges to the extent such provisions treat
Swiss and non-Swiss income differently as well as implement other significant changes to existing tax laws and practices have been
raised. These proposals are in response to certain guidance and demands from both the European Union and the Organization for
Economic Co-operation and Development (the “OECD”). These issues, plus other tax legislative matters, are expected to be considered
by Switzerland during the next 12 months. Switzerland’s implementation of any material change in tax laws or policies or its adoption of
new interpretations of existing tax laws and rulings could result in a higher effective tax rate on our worldwide earnings and such change
could have a material adverse effect on our consolidated statement of financial position, results of operations or cash flows.
In December 2013, the U.K. Treasury released draft proposals that would cap the amount a U.K.-based contractor would be able
to claim as a deductible expense for charter payments made to related companies. A ring fence was also proposed to ensure that the
profits from activities in relation to the chartering of rigs from affiliates are not reduced by tax relief from any unconnected activities. On
July 17, 2014, the U.K. legislation received Royal Assent with retroactive application effective as of April 2014. In December 2014, the
U.K. Treasury released additional draft legislative proposals that would impose tax on certain aggressive tax planning techniques used by
multinational entities to divert profits from the U.K. The draft legislation would tax companies that had structured its operations to avoid a
permanent establishment in the U.K. and as a result of the structure the U.K. tax liability was reduced by 20 percent. The draft legislation
would also apply to transactions lacking economic substance that occur between common controlled entities and the resulting transaction
reduces the U.K. tax liability by 20 percent. The draft legislation would apply a 25 percent tax on companies that utilized theses aggressive
techniques. The legislation became effective on April 1, 2015.
In December 2014, a special commission
These
recommendations included consideration of a decrease in the corporate income tax rate, as well as a cap on the tax deduction for charter
payments made to related companies and a withholding tax on certain charter payments to related companies. Any material change in tax
laws or policies, or their interpretation, resulting from such legislative proposals or inquiries could result in a higher effective tax rate on our
worldwide earnings and such change could have a material adverse effect on our consolidated statement of financial position, results of
operations or cash flows.
issued recommendations
for significant
in Norway.
tax reform
Similarly, the OECD issued an action plan in July 2013 that called for member states to take action to prevent “base erosion and
profit shifting” in situations where payments are made between affiliates from a jurisdiction with high tax rates to a jurisdiction with lower tax
rates. A number of specific tax reform changes were proposed and publicly debated. In October 2015, the OECD issued its final package
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of measures. Some of these proposals may impact transfer pricing, requirements to qualify for tax treaty benefits, and the definition of
permanent establishments depending on each jurisdiction’s adoption and interpretation of such proposals. Any material change in tax laws
or policies, or their interpretation, resulting from such legislative proposals or inquiries could result in a higher effective tax rate on our
worldwide earnings and such change could have a material adverse effect on our consolidated statement of financial position, results of
operations or cash flows.
Other tax jurisdictions in which we operate may consider implementing similar legislation, the implementation of such legislation,
any other material changes in tax laws or policies or its adoption of new interpretations of existing tax laws and rulings could result in a
higher effective tax rate on our worldwide earnings and such change could have a material adverse effect on our consolidated statement of
financial position, results of operations or cash flows.
(cid:131) A loss of a major tax dispute or a successful tax challenge to our operating structure, intercompany pricing policies or the
taxable presence of our key subsidiaries in certain countries could result in a higher tax rate on our worldwide earnings,
which could result in a significant negative impact on our earnings and cash flows from operations.
We are a Swiss corporation that operates through our various subsidiaries in a number of countries throughout the world.
Consequently, we are subject to tax laws, treaties and regulations in and between the countries in which we operate. Our income taxes
are based upon the applicable tax laws and tax rates in effect in the countries in which we operate and earn income as well as upon our
operating structures in these countries.
Our income tax returns are subject to review and examination. We do not recognize the benefit of income tax positions we
believe are more likely than not to be disallowed upon challenge by a tax authority. If any tax authority successfully challenges our
operational structure, intercompany pricing policies or the taxable presence of our key subsidiaries in certain countries; or if the terms of
certain income tax treaties are interpreted in a manner that is adverse to our structure; or if we lose a material tax dispute in any country,
particularly in the U.S., Norway or Brazil, our effective tax rate on our worldwide earnings could increase substantially and our earnings
and cash flows from operations could be materially adversely affected. For example, we cannot be certain that the U.S. Internal Revenue
Service (“IRS”) will not successfully contend that we or any of our key subsidiaries were or are engaged in a trade or business in the U.S.
or, when applicable, that we or any of our key subsidiaries maintained or maintain a permanent establishment in the U.S., since, among
other things, such determination involves considerable uncertainty. If we or any of our key subsidiaries were considered to have been
engaged in a trade or business in the U.S., when applicable, through a permanent establishment, we could be subject to U.S. corporate
income and additional branch profits taxes on the portion of our earnings effectively connected to such U.S. business during the period in
which this was considered to have occurred, in which case our effective tax rate on worldwide earnings for that period could increase
substantially, and our earnings and cash flows from operations for that period could be adversely affected.
(cid:131) U.S. tax authorities could treat us as a passive foreign investment company, which would have adverse U.S. federal income
tax consequences to U.S. holders.
A foreign corporation will be treated as a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes if
either (1) at least 75 percent of its gross income for any taxable year consists of certain types of passive income or (2) at least 50 percent
of the average value of the corporation's assets produce or are held for the production of those types of passive income. For purposes of
these tests, passive income includes dividends, interest and gains from the sale or exchange of investment property and certain rents and
royalties, but does not include income derived from the performance of services.
We believe that we have not been and will not be a PFIC with respect to any taxable year. Our income from offshore contract
drilling services should be treated as services income for purposes of determining whether we are a PFIC. Accordingly, we believe that
our income from our offshore contract drilling services should not constitute "passive income," and the assets that we own and operate in
connection with the production of that income should not constitute passive assets.
There is significant legal authority supporting this position, including statutory provisions, legislative history, case law and IRS
pronouncements concerning the characterization, for other tax purposes, of income derived from services where a substantial component
of such income is attributable to the value of the property or equipment used in connection with providing such services. It should be
noted, however, that a prior case and an IRS pronouncement which relies on the case characterize income from time chartering of vessels
as rental income rather than services income for other tax purposes. However, the IRS subsequently has formally announced that it does
not agree with the decision in that case. Moreover, we believe that the terms of the time charters in the recent case differ in material
respects from the terms of our drilling contracts with customers. No assurance can be given that the IRS or a court will accept our position,
and there is a risk that the IRS or a court could determine that we are a PFIC.
If we were to be treated as a PFIC for any taxable year, our U.S. shareholders would face adverse U.S. tax consequences.
Under the PFIC rules, unless a shareholder makes certain elections available under the Internal Revenue Code of 1986, as amended, and
such elections could themselves have adverse consequences for such shareholder, such shareholder would be liable to pay U.S. federal
income tax at the highest applicable income tax rates on ordinary income upon the receipt of excess distributions, as defined for U.S. tax
purposes, and upon any gain from the disposition of our shares, plus interest on such amounts, as if such excess distribution or gain had
been recognized ratably over the shareholder’s holding period of our shares. In addition, under applicable statutory provisions, the
preferential 15 percent tax rate on “qualified dividend income,” which applies to dividends paid to non-corporate shareholders prior to 2011,
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does not apply to dividends paid by a foreign corporation if the foreign corporation is a PFIC for the taxable year in which the dividend is
paid or the preceding taxable year.
(cid:131) We may be limited in our use of net operating losses.
Our ability to benefit from our deferred tax assets depends on us having sufficient future earnings to utilize our net operating loss
carryforwards before they expire. We have established a valuation allowance against the future tax benefit for a number of our non-U.S.
net operating loss carryforwards, and we could be required to record an additional valuation allowance against our non-U.S. or U.S.
deferred tax assets if market conditions change materially and, as a result, our future earnings are, or are projected to be, significantly less
than we currently estimate. Our net operating loss carryforwards are subject to review and potential disallowance upon audit by the tax
authorities of the jurisdictions where the net operating losses are incurred.
(cid:131) Our status as a Swiss corporation may limit our flexibility with respect to certain aspects of capital management and may
cause us to be unable to make distributions or repurchase shares without subjecting our shareholders to Swiss withholding
tax.
Under Swiss law, our shareholders may approve an authorized share capital that allows the board of directors to issue new
shares without additional shareholder approval. As a matter of Swiss law, authorized share capital is limited to a maximum of 50 percent
of a company’s registered share capital and is subject to re-approval by shareholders every two years. At our 2014 annual general
meeting, our shareholders approved an authorized share capital, which will expire on May 16, 2016. Our current authorized share capital
is limited to approximately six percent of our registered share capital. Unless our shareholders approve a new authorized share capital at
our 2016 annual general meeting, we will generally need to obtain shareholder approval in the event we need to raise common equity
capital. Additionally, subject to specified exceptions, Swiss law grants preemptive rights to existing shareholders to subscribe for new
issuances of shares. Further, Swiss law does not provide as much flexibility in the various terms that can attach to different classes of
shares as the laws of some other jurisdictions. Swiss law also reserves for shareholder approval certain corporate actions over which a
board of directors would have authority in some other jurisdictions. For example, dividends must be approved by shareholders. These
Swiss law requirements relating to our capital management may limit our flexibility, and situations may arise where greater flexibility would
have provided substantial benefits to our shareholders.
Distributions to shareholders in the form of a par value reduction and dividend distributions out of qualifying additional paid-in
capital are not currently subject to the 35 percent Swiss federal withholding tax. However, the Swiss withholding tax rules could also be
changed in the future, and any such change may adversely affect us or our shareholders. In addition, over the long term, the amount of
par value available for us to use for par value reductions or the amount of qualifying additional paid-in capital available for us to pay out as
distributions is limited. If we are unable to make a distribution through a reduction in par value, or out of qualifying additional paid-in capital
as shown on Transocean Ltd.’s standalone Swiss statutory financial statements, we may not be able to make distributions without
subjecting our shareholders to Swiss withholding taxes.
Under present Swiss tax law, repurchases of shares for the purposes of capital reduction are treated as a partial liquidation
subject to a 35 percent Swiss withholding tax on the repurchase price less the par value, and since January 1, 2011, to the extent
attributable to qualifying additional paid-in capital, if any. At our 2009 annual general meeting, our shareholders approved the repurchase
of up to CHF 3.5 billion of our shares for cancellation under the share repurchase program. On February 12, 2010, our board of directors
authorized our management to implement the share repurchase program. On May 24, 2013, we received approval from the Swiss
authorities for the continuation of the share repurchase program for an additional three-year repurchase period through May 23, 2016.
Upon the delisting of our shares from the SIX becoming effective, which we expect to occur on March 31, 2016, the authorization of any
new share repurchase program and the continuation of the share repurchase program approved at the 2009 annual general meeting will
no longer be subject to approval requirements from Swiss authorities. We may repurchase shares under the share repurchase program
using a procedure pursuant to which we can repurchase shares under the share repurchase program via a “virtual second trading line”
from market players (in particular, banks and institutional investors) who are generally entitled to receive a full refund of the Swiss
withholding tax. Our ability to use the “virtual second trading line” is limited to the share repurchase program currently approved by our
shareholders, and any use of the “virtual second trading line” with respect to future share repurchase programs will require the approval of
the competent Swiss tax and other authorities. We may not be able to repurchase as many shares as we would like to repurchase for
purposes of capital reduction on the “virtual second trading line” without subjecting the selling shareholders to Swiss withholding taxes.
AR-23
(cid:131) As a Swiss corporation, we are subject to Swiss legal provisions that may limit our flexibility to swiftly implement certain
initiatives or strategies.
We are required, from time to time, to evaluate the carrying amount of our investments in affiliates, as presented on our Swiss
standalone balance sheet. If we determine that the carrying amount of any such investment exceeds its fair value, we may conclude that
such investment is impaired. The recognized loss associated with such a non-cash impairment could result in our net assets no longer
covering our statutory share capital and statutory capital reserves. Under Swiss law, if our net assets cover less than 50 percent of our
statutory share capital and statutory capital reserves, the board of directors must in these circumstances convene a general meeting of
shareholders and propose measures to remedy such a capital loss. The appropriate measures depend on the relevant circumstances and
the magnitude of the recognized loss and may include seeking shareholder approval for offsetting the aggregate loss, or a portion thereof,
with our statutory capital reserves including qualifying additional paid-in capital otherwise available for distributions to shareholders or
raising new equity. Depending on the circumstances, we may also need to use qualifying additional paid-in capital available for
distributions in order to reduce our accumulated net loss and such use might reduce our ability to make distributions without subjecting our
shareholders to Swiss withholding tax. These Swiss law requirements could limit our flexibility to swiftly implement certain initiatives or
strategies.
(cid:131) We are subject to anti-takeover provisions.
Our articles of association and Swiss law contain provisions that could prevent or delay an acquisition of the company by means
of a tender offer, a proxy contest or otherwise. These provisions may also adversely affect prevailing market prices for our shares. These
provisions, among other things:
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
provide that the board of directors is authorized, subject to obtaining shareholder approval every two years, at any time during a
maximum two-year period, which under the current authorized share capital of the Company will expire on May 16, 2016, to issue a
specified number of shares, which under the current authorized share capital of the Company is approximately six percent of the share
capital registered in the commercial register, and to limit or withdraw the preemptive rights of existing shareholders in various
circumstances;
provide for a conditional share capital that authorizes the issuance of additional shares up to a maximum amount of 45 percent of the
share capital currently registered in the commercial register without obtaining additional shareholder approval through: (1) 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 by
or of any of our subsidiaries; or (2) in connection with the issuance of shares, options or other share-based awards;
provide that any shareholder who wishes to propose any business or to nominate a person or persons for election as director at any
annual meeting may only do so if advance notice is given to the company;
provide that directors can be removed from office only by the affirmative vote of the holders of at least 66 2/3 percent of the shares
entitled to vote;
provide that a merger or demerger transaction requires the affirmative vote of the holders of at least 66 2/3 percent of the shares
represented at the meeting and provide for the possibility of a so-called “cashout” or “squeezeout” merger if the acquirer controls
90 percent of the outstanding shares entitled to vote at the meeting;
provide that any action required or permitted to be taken by the holders of shares must be taken at a duly called annual or extraordinary
general meeting of shareholders;
limit the ability of our shareholders to amend or repeal some provisions of our articles of association; and
limit transactions between us and an “interested shareholder,” which is generally defined as a shareholder that, together with its affiliates
and associates, beneficially, directly or indirectly, owns 15 percent or more of our shares entitled to vote at a general meeting.
AR-24
Item 1B.
Unresolved Staff Comments
None.
Item 2.
Properties
The description of our property included under “Item 1. Business” is incorporated by reference herein.
We maintain offices, land bases and other facilities worldwide, including the following:
(cid:131)
(cid:131)
principal executive offices in Vernier, Switzerland; and
corporate offices in Zug, Switzerland; Houston, Texas; Cayman Islands and Luxembourg.
Our remaining offices and bases are located in various countries in North America, South America, Europe, Africa, the Middle
East, India, the Far East and Australia. We lease most of these facilities.
Item 3.
Legal Proceedings
We have certain actions, claims and other matters pending as discussed and reported in “Part II. Item 8. Financial Statements
and Supplementary Data—Notes to Consolidated Financial Statements—Note 14—Commitments and Contingencies” and “Part II. Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations—Commitments and contingencies—
Macondo well incident commitments and contingencies” in this annual report for the year ended December 31, 2015. We are also involved
in various tax matters as described in “Part II. Financial Statements and Supplementary Data—Notes to Consolidated Financial
Statements—Note 6—Income Taxes” and in “Part II. Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Contingencies and Uncertainties—Tax matters” in this annual report for the year ended December 31, 2015. All such
actions, claims, tax and other matters are incorporated herein by reference.
As of December 31, 2015, we were also involved in a number of other lawsuits, claims and disputes, which have arisen in the
ordinary course of our business and for which we do not expect the liability, if any, to have a material adverse effect on our current
consolidated statement of financial position, results of operations or cash flows. We cannot predict with certainty the outcome or effect of
any of the matters referred to above or of any such other pending or threatened litigation or legal proceedings. There can be no assurance
that our beliefs or expectations as to the outcome or effect of any lawsuit or claim or dispute will prove correct and the eventual outcome of
these matters could materially differ from management’s current estimates.
in
the year ended December 31, 2015, we began
In addition to the legal proceedings described above, we may from time to time identify other matters that we monitor through our
compliance program and in response to events arising generally within our industry and in the markets where we do business. For
example,
former employee of
Petrobras Brasileiro S.A. (“Petrobras”) related to the award to us of a drilling services contract in Brazil. These statements were made in
connection with an ongoing criminal investigation by the Brazilian authorities into Petrobras and certain other companies and individuals.
We have completed our internal investigation, and we have not identified any wrongdoing by any of our employees or agents in connection
with our business. We have voluntarily met with governmental authorities in the U.S. to discuss the statements made by the former
Petrobras employee and our internal investigation as well as our findings. We will continue to investigate these types of allegations and
cooperate with governmental authorities. Through the process of monitoring and proactive investigation, we strive to ensure no violation of
our policies, Code of Integrity or law has, or will, occur; however, there can be no assurance as to the outcome of these matters.
investigating statements made by a
Item 4.
Mine Safety Disclosures
Not applicable.
AR-25
Executive Officers of the Registrant
We have included the following information, presented as of February 16, 2016, on our executive officers for purposes of U.S.
securities laws in Part I of this report in reliance on General Instruction G(3) to Form 10-K. The board of directors elects the officers of the
Company, generally on an annual basis. There is no family relationship between any of our executive officers.
Officer
Office
Age as of
February 16, 2016
Jeremy D. Thigpen (a)
Terry B. Bonno
Howard E. Davis
Brady K. Long
Mark L. Mey (a)
John B. Stobart (a)
David Tonnel
President and Chief Executive Officer
Senior Vice President, Marketing
Executive Vice President, Chief Administrative Officer and Chief Information Officer
Senior Vice President and General Counsel
Executive Vice President, Chief Financial Officer
Executive Vice President, Chief Operating Officer
Senior Vice President, Supply Chain and Corporate Controller
41
58
57
43
52
61
46
(a) Member of our executive management team for purposes of Swiss law.
Jeremy D. Thigpen is President and Chief Executive Officer and a member of the board of directors of the Company. Before
joining the Company in April 2015, Mr. Thigpen served as Senior Vice President and Chief Financial Officer at National Oilwell Varco, Inc.
from December 2012 to April 2015. At National Oilwell Varco, Inc., Mr. Thigpen also served as President, Downhole and Pumping
Solutions from August 2007 to December 2012, as President of the Downhole Tools Group from May 2003 to August 2007 and as
manager of the Downhole Tools Group from April 2002 to May 2003. From 2000 to 2002, Mr. Thigpen served as the Director of Business
Development and Special Assistant to the Chairman for National Oilwell Varco, Inc. Mr. Thigpen earned a Bachelor of Arts degree in
Economics and Managerial Studies from Rice University in 1997, and he completed the Program for Management Development at Harvard
Business School in 2001.
Terry B. Bonno is Senior Vice President, Marketing, of the Company. Before being named to her current position in
August 2011, Ms. Bonno served as Vice President, Marketing from April 2008 to August 2011, and as Director, Marketing North and South
America Unit, responsible for the U.S. Gulf of Mexico, Canada, Trinidad and Brazil, from March 2005 to April 2008. Ms. Bonno has served
as a non-executive director of NOW Inc. since May 2014. Ms. Bonno started with the Company in 2001 and has held various management
positions in marketing, accounting and corporate planning. Ms. Bonno earned a Bachelor's degree in Business Administration -
Accounting from Stephen F. Austin State University in 1980, and she is a certified public accountant.
Howard E. Davis is Executive Vice President, Chief Administrative Officer and Chief Information Officer of the Company. Before
joining the Company in August 2015, Mr. Davis served as Senior Vice President, Chief Administrative Officer and Chief Information Officer
of National Oilwell Varco, Inc. from March 2005 to April 2015 and as Vice President, Chief Administrative Officer and Chief Information
Officer from August 2002 to March 2005. Mr. Davis earned a Bachelor’s degree from University of Kentucky in 1980, and he completed
the Advanced Management Program at Harvard Business School in 2005.
Brady K. Long is Senior Vice President and General Counsel of the Company. Before joining the Company in November 2015,
Mr. Long served as Vice President - General Counsel and Secretary of Ensco plc since May 2011, when Ensco plc acquired
Pride International, Inc. where he had served as Vice President, General Counsel and Secretary since August 2009. Mr. Long joined
Pride International, Inc. in June 2005 as Assistant General Counsel and served as Chief Compliance Officer from June 2006 to
February 2009. Mr. Long previously practiced corporate and securities law for BJ Services Company and with the law firm of
Bracewell LLP. He earned a Bachelor of Arts degree from Brigham Young University in 1996 and a Juris Doctorate degree from the
University of Texas School of Law in 1999.
Mark L. Mey is Executive Vice President, Chief Financial Officer of the Company. Before joining the Company in May 2015,
Mr. Mey served as Executive Vice President of Atwood Oceanics, Inc. from January 2015 to May 2015, prior to which he served as Senior
Vice President and Chief Financial Officer from August 2010. Mr. Mey served as Senior Vice President and Chief Financial Officer of
Scorpion Offshore Ltd. from August 2005 to July 2010. Prior to 2005, he held various senior financial and other roles in the drilling and
financial services industries, including 12 years with Noble Corporation. Mr. Mey earned an Advanced Diploma in Accounting and a
Bachelor of Commerce degree from the University of Port Elizabeth in South Africa in 1985, and he is a chartered accountant.
Additionally, he completed the Harvard Business School Executive Advanced Management Program in 1998.
AR-26
John B. Stobart is Executive Vice President, Chief Operating Officer of the Company. Before joining the Company in
October 2012, Mr. Stobart served as Vice President, Global Drilling for BHP Billiton Petroleum from July 2011 to October 2012. At
BHP Billiton, he also served as Worldwide Drilling Manager for BHP Billiton in Australia, the U.K. and the U.S. from January 1995 to
June 2011 and as Senior Drilling Engineer, Senior Drilling Supervisor, Drilling Superintendent and Drilling Manager in the United Arab
Emirates, Oman, India, Burma, Malaysia, Vietnam and Australia from June 1988 to December 1994. Mr. Stobart served as Engineering
Manager at Husky/Bow Valley from November 1984 to May 1988, and he worked in engineering roles at Dome Petroleum/Canadian
Marine Drilling from May 1980 to October 1984. He began his career working on land rigs in Canada and the High Arctic in June 1971.
Mr. Stobart earned a Bachelor of Science degree in Mechanical Engineering from the University of Calgary in 1980, and he completed the
London Business School Accelerated Development Program in 2000.
David Tonnel is Senior Vice President, Supply Chain and Corporate Controller of the Company. Before being named to his
current position in October 2015, he served as Senior Vice President, Finance and Controller from March 2012 to October 2015 and as
Senior Vice President of the Europe and Africa Unit from June 2009 to March 2012. Mr. Tonnel served as Vice President of Global Supply
Chain from November 2008 to June 2009, as Vice President of Integration and Process Improvement from November 2007 to
November 2008, and as Vice President and Controller from February 2005 to November 2007. Prior to February 2005, he served in
various financial roles, including Assistant Controller; Finance Manager, Asia Australia Region; and Controller, Nigeria. Mr. Tonnel joined
the Company in 1996 after working for Ernst & Young in France as Senior Auditor. Mr. Tonnel earned a Master of Science degree in
Management from Ecole des Hautes Etudes Commerciales in Paris, France in 1991.
AR-27
PART II
Item 5.
Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
Securities
Markets for Shares of Our Common Equity
Our shares are listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “RIG” and on the SIX Swiss Exchange
(“SIX”) under the symbol “RIGN.” On November 23, 2015, we announced our intent to delist our shares from the SIX. On December 17,
2015, we announced that the SIX listing authorities approved our application to delist our shares, and such delisting is expected to become
effective on March 31, 2016, with the last trading day scheduled to be March 30, 2016. The following table presents the intraday high and
low per share sales prices as reported on the NYSE and the SIX for the periods indicated.
First quarter
Second quarter
Third quarter
Fourth quarter
NYSE Stock Price
2015
2014
Low
SIX Stock Price
2015
2014
Low
High
High
$ 20.65 $ 13.28 $ 49.58 $ 38.47 CHF 18.88 CHF 11.83 CHF 44.72 CHF 33.30
34.62
30.47
15.32
21.90
16.20
17.19
39.41
31.76
15.97
46.12
45.21
32.41
14.44
11.26
11.95
13.85
10.55
11.91
41.31
40.18
31.04
19.50
15.42
17.00
High
High
Low
Low
On February 16, 2016, the last reported sales price of our shares on the NYSE and the SIX was $8.66 per share and
CHF 8.57 per share, respectively. On such date, there were 6,557 holders of record of our shares and 364,113,962 shares outstanding.
Shareholder Matters
Shareholder distributions
In May 2015, 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 $0.60 per outstanding share, payable in four quarterly installments of $0.15 per
outstanding share, subject to certain limitations. On June 17 and September 23, 2015, we paid the first two installments in the aggregate
amount of $109 million to shareholders of record as of May 29 and August 25, 2015. On October 29, 2015, shareholders approved the
cancellation of the third and fourth installments of the distribution at our extraordinary general meeting.
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. On June 18, September 17 and December 17, 2014, we paid the first three installments in
the aggregate amount of $816 million to shareholders of record as of May 30, August 22 and November 14, 2014, respectively. 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 June 19, September 18 and December 18, 2013, we paid the first three installments,
in the aggregate amount of $606 million, to shareholders of record as of May 31, August 23 and November 15, 2013, respectively. 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.
We do not pay the distribution of qualifying additional paid-in capital with respect to our shares held in treasury or held by our
subsidiary. Any future declaration and payment of any cash distributions will (1) depend on our results of operations, financial condition,
cash requirements and other relevant factors, (2) be subject to shareholder approval, (3) be subject to restrictions contained in our credit
facilities and other debt covenants, (4) be affected by our plans regarding share repurchases or noncash shareholder distributions and
(5) be subject to restrictions imposed by Swiss law, including the requirement that sufficient distributable profits from the previous year or
freely distributable reserves must exist.
AR-28
Swiss tax consequences to our shareholders
Overview—The tax consequences discussed below are not a complete analysis or listing of all the possible tax consequences
that may be relevant to our shareholders. Shareholders should consult their own tax advisors in respect of the tax consequences related
to receipt, ownership, purchase or sale or other disposition of our shares and the procedures for claiming a refund of withholding tax.
Swiss income tax on dividends and similar distributions—A non-Swiss holder will not be subject to Swiss income taxes on
dividend income and similar distributions in respect of our shares, unless the shares are attributable to a permanent establishment or a
fixed place of business maintained in Switzerland by such non-Swiss holder. However, dividends and similar distributions are subject to
Swiss withholding tax, subject to certain exceptions. See “—Swiss withholding tax on dividends and similar distributions to shareholders.”
Swiss wealth tax—A non-Swiss holder will not be subject to Swiss wealth taxes unless the holder’s shares are attributable to a
permanent establishment or a fixed place of business maintained in Switzerland by such non-Swiss holder.
Swiss capital gains tax upon disposal of shares—A non-Swiss holder will not be subject to Swiss income taxes for capital
gains unless the holder’s shares are attributable to a permanent establishment or a fixed place of business maintained in Switzerland by
such non-Swiss holder. In such case, the non-Swiss holder is required to recognize capital gains or losses on the sale of such shares,
which will be subject to cantonal, communal and federal income tax.
Swiss withholding tax on dividends and similar distributions to shareholders—A Swiss withholding tax of 35 percent is
due on dividends and similar distributions to our shareholders from us, regardless of the place of residency of the shareholder, subject to
the exceptions discussed under “—Exemption” below. We will be required to withhold at such rate and remit on a net basis any payments
made to a holder of our shares and pay such withheld amounts to the Swiss federal tax authorities.
Exemption—Distributions to shareholders in relation to a reduction of par value are exempt from Swiss withholding tax. Since
January 1, 2011, distributions to shareholders out of qualifying additional paid-in capital for Swiss statutory purposes are also exempt from
the Swiss withholding tax. On December 31, 2015, the aggregate amount of par value of our outstanding shares was CHF 5.6 billion,
equivalent to $5.6 billion, and the aggregate amount of qualifying additional paid-in capital of our outstanding shares was CHF 8.9 billion,
equivalent to $8.9 billion, at an exchange rate of $1.00 to CHF 1.00 on December 31, 2015. Consequently, we expect that a substantial
amount of any potential future distributions may be exempt from Swiss withholding tax.
Refund available to Swiss holders—A Swiss tax resident, corporate or individual, can recover the withholding tax in full if such
resident is the beneficial owner of our shares at the time the dividend or other distribution becomes due and provided that such resident
reports the gross distribution received on such resident’s income tax return, or in the case of an entity, includes the taxable income in such
resident’s income statement.
Refund available to non-Swiss holders—If the shareholder that receives a distribution from us is not a Swiss tax resident, does
not hold our shares in connection with a permanent establishment or a fixed place of business maintained in Switzerland, and resides in a
country that has concluded a treaty for the avoidance of double taxation with Switzerland for which the conditions for the application and
protection of and by the treaty are met, then the shareholder may be entitled to a full or partial refund of the withholding tax described
above. The procedures for claiming treaty refunds, and the time frame required for obtaining a refund, may differ from country to country.
Switzerland has entered into bilateral treaties for the avoidance of double taxation with respect to income taxes with numerous
countries, including the U.S., whereby under certain circumstances all or part of the withholding tax may be refunded.
Refund available to U.S. residents—The Swiss-U.S. tax treaty provides that U.S. residents eligible for benefits under the treaty
can seek a refund of the Swiss withholding tax on dividends for the portion exceeding 15 percent, leading to a refund of 20 percent, or a
100 percent refund in the case of qualified pension funds. As a general rule, the refund will be granted under the treaty if the U.S. resident
can show evidence of the following: (a) beneficial ownership, (b) U.S. residency and (c) meeting the U.S.-Swiss tax treaty’s limitation on
benefits requirements.
The claim for refund must be filed with the Swiss federal tax authorities (Eigerstrasse 65, 3003 Bern, Switzerland), not later than
December 31 of the third year following the year in which the dividend payments became due. The relevant Swiss tax form is Form 82C
for companies, 82E for other entities and 82I for individuals. These forms can be obtained from any Swiss Consulate General in the U.S.
or from the Swiss federal tax authorities at the above address or can be downloaded from the webpage of the Swiss federal tax
administration. Each form needs to be filled out in triplicate, with each copy duly completed and signed before a notary public in the U.S.
Evidence that the withholding tax was withheld at the source must also be included.
Stamp duties in relation to the transfer of shares—The purchase or sale of our shares may be subject to Swiss federal stamp
taxes on the transfer of securities irrespective of the place of residency of the purchaser or seller if the transaction takes place through or
with a Swiss bank or other Swiss securities dealer, as those terms are defined in the Swiss Federal Stamp Tax Act and no exemption
applies in the specific case. If a purchase or sale is not entered into through or with a Swiss bank or other Swiss securities dealer, then no
stamp tax will be due. The applicable stamp tax rate is 0.075 percent for each of the two parties to a transaction and is calculated based
on the purchase price or sale proceeds. If the transaction does not involve cash consideration, the transfer stamp duty is computed on the
basis of the market value of the consideration.
AR-29
Share repurchases
Repurchases of shares for the purposes of capital reduction are treated as a partial liquidation subject to the 35 percent Swiss
withholding tax. However, for shares repurchased for capital reduction, the portion of the repurchase price attributable to the par value of
the shares repurchased will not be subject to the Swiss withholding tax. Since January 1, 2011, the portion of the repurchase price that is
according to Swiss tax law and practice attributable to the qualifying additional paid-in capital for Swiss statutory reporting purposes of the
shares repurchased will also not be subject to the Swiss withholding tax. We would be required to withhold at such rate the tax from the
difference between the repurchase price and the related amount of par value and, since January 2011, the related amount of qualifying
additional paid-in capital, if any. We would be required to remit on a net basis the purchase price with the Swiss withholding tax deducted
to a holder of our shares and pay the withholding tax to the Swiss federal tax authorities.
We expect the delisting of our shares on the SIX to become effective on March 31, 2016. Thereafter, if we repurchase shares,
we expect to use an alternative procedure pursuant to which we repurchase our shares via a "virtual second trading line" from market
players, such as banks and institutional investors, who are generally entitled to receive a full refund of the Swiss withholding tax.
Currently, our ability to use the “virtual second trading line” will be limited to the share repurchase program currently approved by our
shareholders, and any use of the “virtual second trading line” with respect to future share repurchase programs will require approval of the
competent Swiss tax and other authorities. We may not be able to repurchase as many shares as we would like to repurchase for
purposes of capital reduction on the “virtual second trading line” without subjecting the selling shareholders to Swiss withholding taxes.
The repurchase of shares for purposes other than for cancellation, such as to retain as treasury shares for use in connection with stock
incentive plans, convertible debt or other instruments within certain periods, will generally not be subject to Swiss withholding tax.
Issuer Purchases of Equity Securities
Period
October 2015
November 2015
December 2015
Total
Total Number
of Shares
Average
Price Paid
Purchased (1) Per Share
16
—
13
16
1,502
—
255
1,757
$
$
Total
Number of Shares
Purchased as Part
of Publicly Announced
Plans or Programs (2)
Maximum Number
(or Approximate Dollar Value)
of Shares that May Yet Be Purchased
Under the Plans or Programs (2)
(in millions)
— $
—
—
— $
3,253
3,253
3,253
3,253
(b)
(a) Total number of shares purchased in the fourth quarter of 2015 consists of 1,757 shares withheld by us through a broker arrangement and limited to
statutory tax in satisfaction of withholding taxes due upon the vesting of restricted shares granted to our employees under our Long-Term Incentive
Plan.
In May 2009, at the annual general meeting of Transocean Ltd., our shareholders approved and authorized our board of directors, at its discretion, to
repurchase an amount of our shares for cancellation with an aggregate purchase price of up to CHF 3.5 billion, which is equivalent to approximately
$3.5 billion at an exchange rate as of December 31, 2015 of USD 1.00 to CHF 1.00. On February 12, 2010, our board of directors authorized our
management to implement the share repurchase program. On May 24, 2013, we received approval from the Swiss authorities for the continuation of
the share repurchase program for an additional three-year repurchase period through May 23, 2016. Upon the delisting of our shares from the SIX
becoming effective, which we expect to occur on March 31, 2016, the authorization of any new share repurchase program and the continuation of
the share repurchase program approved at the 2009 annual general meeting will no longer be subject to approval requirements from Swiss
authorities. We may decide, based upon our ongoing capital requirements, our program of distributions to our shareholders, the price of our shares,
regulatory and tax considerations, cash flow generation, the amount and duration of our contract backlog, general market conditions, debt rating
considerations and other factors, that we should retain cash, reduce debt, make capital investments or acquisitions or otherwise use cash for general
corporate purposes, and consequently, repurchase fewer or no additional shares under this program. Decisions regarding the amount, if any, and
timing of any share repurchases would be made from time to time based upon these factors. Through December 31, 2015, we have repurchased a
total of 2,863,267 of our shares under this share repurchase program at a total cost of $240 million, equivalent to an average cost of $83.74 per
share. On October 29, 2015, shareholders at our extraordinary general meeting approved the cancellation of all shares that have been repurchased
to date under our share repurchase program. The cancellation of our shares held in treasury became effective as of January 7, 2016 upon
registration of the cancellation in the commercial register. See “—Sources and uses of liquidity.”
AR-30
Item 6.
Selected Financial Data
The selected financial data as of December 31, 2015 and 2014 and for each of the three years in the period ended
December 31, 2015 have been derived from the audited consolidated financial statements included in “Item 8. Financial Statements and
Supplementary Data.” The selected financial data as of December 31, 2013, 2012 and 2011, and for each of the two years in the period
ended December 31, 2012 have been derived from our accounting records. The following data should be read in conjunction with “Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited consolidated financial
statements and the notes thereto included under “Item 8. Financial Statements and Supplementary Data.”
Statement of operations data
Operating revenues
Operating income (loss)
Income (loss) from continuing operations
Net income (loss)
Net income (loss) attributable to controlling interest
Per share earnings (loss) from continuing operations
Basic
Diluted
Balance sheet data (at end of period)
Total assets
Debt due within one year
Long-term debt
Total equity
Other financial data
Cash provided by operating activities
Cash used in investing activities
Cash provided by (used in) financing activities
Capital expenditures
Distributions of qualifying additional paid-in capital
2015
Years ended December 31,
2014 (a)
2012
2013
(In millions, except per share data)
2011 (b)
$
$
$
7,386
1,380
824
826
791
$
9,174
(1,378)
(1,946)
(1,966)
(1,913)
$
9,249 $
2,217
1,398
1,407
1,407
8,945
1,600
832
(211)
(219)
$
7,598
(4,802)
(5,801)
(5,677)
(5,754)
2.16
2.16
$
$
(5.23)
(5.23)
$
$
3.85 $
3.85 $
2.32
2.32
$ (18.27)
$ (18.27)
$ 26,329
1,093
7,397
14,808
$ 28,571
1,032
9,019
13,982
$ 32,658 $ 34,368
1,365
11,035
15,730
323
10,329
16,685
$ 35,052
2,181
11,300
15,627
$
3,445
(1,932)
(1,809)
2,001
381
$
2,220
(1,828)
(1,000)
2,165
1,018
$
1,918 $
(1,658)
(2,151)
2,238
606
2,708
(389)
(1,202)
1,303
276
$
1,825
(1,896)
734
974
759
Per share distributions of qualifying additional paid-in capital
$
0.30
$
2.81
$
1.68 $
0.79
$
2.37
(a)
(b)
In August 2014, we completed an initial public offering to sell a noncontrolling interest in Transocean Partners, 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.
In October 2011, we completed our acquisition of Aker Drilling ASA (“Aker Drilling”) and applied the acquisition method of accounting for the
business combination. The balance sheet data as of December 31, 2011 represents the consolidated statement of financial position of the combined
company. The statement of operations and other financial data for the year ended December 31, 2011 include approximately three months of
operating results and cash flows for the combined company.
AR-31
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following information should be read in conjunction with the information contained in “Part I. Item 1. Business,” “Part I.
Item 1A. Risk Factors” and the audited consolidated financial statements and the notes thereto included under “Item 8. Financial
Statements and Supplementary Data” elsewhere in this annual report.
Business
Transocean Ltd. (together with its subsidiaries and predecessors, unless the context requires otherwise, “Transocean,” the
“Company,” “we,” “us” or “our”) is a leading international provider of offshore contract drilling services for oil and gas wells. As of
February 16, 2016, we owned or had partial ownership interests in and operated 61 mobile offshore drilling units, including
28 ultra-deepwater floaters, seven harsh environment floaters, five deepwater floaters, 11 midwater floaters, and 10 high-specification
jackups. At February 16, 2016, we also had six ultra-deepwater drillships and five high-specification jackups under construction or under
contract to be constructed.
We provide contract drilling services in a single, global operating segment, which involves contracting our mobile offshore drilling
fleet, related equipment and work crews primarily on a dayrate basis to drill oil and gas wells. We specialize in technically demanding
regions of the offshore drilling business with a particular focus on deepwater and harsh environment drilling services. We believe our
drilling fleet is one of the most versatile fleets in the world, consisting of floaters and high-specification jackups used in support of offshore
drilling activities and offshore support services on a worldwide basis.
Our contract drilling services operations are geographically dispersed in oil and gas exploration and development areas
throughout the world. Although rigs can be moved from one region to another, the cost of moving rigs and the availability of rig-moving
vessels may cause the supply and demand balance to fluctuate somewhat between regions. Still, significant variations between regions
do not tend to persist long term because of rig mobility. Our fleet operates in a single, global market for the provision of contract drilling
services. The location of our rigs and the allocation of resources to operate, build or upgrade our rigs are determined by the activities and
needs of our customers.
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 Notes to Consolidated Financial Statements—Note 15—Noncontrolling Interest.
In February 2014, in connection with our efforts to discontinue non-strategic operations, we completed the sale of
Applied Drilling Technology International Limited (“ADTI”), a U.K. company, which performs drilling management services in the North Sea.
See Notes to Consolidated Financial Statements—Note 7—Discontinued Operations.
Significant Events
Macondo well incident litigation and settlements and insurance recoveries—On May 20, 2015, we entered into a
confidential settlement agreement with BP to settle various disputes remaining between the parties with respect to the Macondo well
incident (the “BP Settlement Agreement”). On May 29, 2015, together with the Plaintiff’s Steering Committee (the “PSC”), we filed a
settlement agreement (the “PSC Settlement Agreement”) with the U.S. District Court for the Eastern District of Louisiana (the “MDL Court”)
through which we have agreed to pay, subject to the MDL Court approval, a total of $212 million, plus up to $25 million for partial
reimbursement of attorneys’ fees. On October 13, 2015, we finalized a settlement agreement with the States of Alabama, Florida,
Louisiana, Mississippi, and Texas (collectively, the “States”), pursuant to which the States agreed to release all of their claims against us
arising from the Macondo well incident. In the year ended December 31, 2015, in connection with such settlements, we recognized
income of $788 million ($735 million, net of tax), recorded as a net reduction to operating and maintenance costs and expenses, including
$538 million associated with recoveries from insurance for our previously incurred losses, $125 million associated with partial
reimbursement from BP for our previously incurred legal costs, and $125 million associated with a net reduction to certain related
contingent liabilities. In the year ended December 31, 2015, we received cash proceeds of $538 million associated with recoveries from
insurance, we received cash proceeds of $125 million associated with the partial reimbursement from BP for previously incurred legal
costs, we made a cash deposit of $212 million into an escrow account associated with the pending court approval of our settlement with
the PSC and we made an aggregate cash payment of $35 million to the States. See “—Operating Results,” “—Liquidity and Capital
Resources—Sources and uses of liquidity” and “—Contingencies and Uncertainties—Macondo well incident.”
Norway tax investigations and trial—In January 2016, the Norwegian authorities formally and unconditionally dropped all
criminal charges against our subsidiaries and the two employees of our former external advisors and our former external Norwegian
attorney. As a result, no criminal charges remain outstanding for any of the previously reported Norway tax investigations or trials and all
our subsidiaries and external advisors have been fully acquitted of all criminal charges. See “—Contingencies and Uncertainties—Tax
matters.”
AR-32
Debt redemption and repurchases—On July 30, 2015, we redeemed the aggregate principal amount of $893 million of the
outstanding 4.95% Senior Notes with an aggregate cash payment of $904 million for the full redemption of the notes, and we recognized a
loss of $10 million associated with the retirement of the debt. During the year ended December 31, 2015, we made an aggregate cash
payment of $468 million and recognized an aggregate net gain of $33 million associated with the open market repurchases of an
aggregate principal amount of $503 million of certain of our publicly traded debt securities. See “—Liquidity and Capital Resources—
Sources and uses of liquidity”.
Distributions of qualifying additional paid-in capital—In May 2015, 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 $0.60 per outstanding
share, payable in four quarterly installments of $0.15 per outstanding share, subject to certain limitations. On June 17 and September 23,
2015, we paid the first two installments in the aggregate amount of $109 million to shareholders of record as of May 29 and August 25,
2015. On October 29, 2015, shareholders at our extraordinary general meeting approved the cancellation of the third and
fourth installments of the dividend.
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. On June 18, September 17 and December 17, 2014, we paid the first three installments in
the aggregate amount of $816 million to shareholders of record as of May 30, August 22 and November 14, 2014. 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, 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.
See “—Liquidity and Capital Resources—Sources and uses of liquidity.”
Impairments of long-lived assets—During the year ended December 31, 2015, we identified indicators that our deepwater
floater and midwater floater asset groups may not be recoverable. As a result of our impairment testing, in the year ended December 31,
2015, we recognized a loss of $1.2 billion ($1.1 billion, net of tax) associated with the impairment of these held and used assets. See “—
Operating Results” and Notes to Consolidated Financial Statements—Note 5—Impairments.
In the year ended December 31, 2015, we recognized an aggregate loss of $692 million ($578 million, net of tax) associated with
the impairment of the ultra-deepwater floaters Deepwater Expedition and GSF Explorer, the deepwater floaters Deepwater Navigator,
Discoverer Seven Seas, GSF Celtic Sea, Sedco 707 and Transocean Rather and the midwater floaters GSF Aleutian Key, GSF Arctic III,
GSF Grand Banks, GSF Rig 135, Transocean Amirante and Transocean Legend along with related equipment, which were classified as
assets held for sale at the time of the impairment. See “—Operating Results”, “—Liquidity and Capital Resources—Drilling fleet” and
Notes to Consolidated Financial Statements—Note 5—Impairments.
Drilling contract terminations—As a result of recent market conditions, we have observed an unprecedented level of early
drilling contract terminations in the contract drilling industry. In the year ended December 31, 2015, we recognized revenues of
$505 million and received aggregate cash proceeds of $400 million associated with early terminated or cancelled drilling contracts for
Discoverer Americas, Polar Pioneer, Sedco 714, Sedco Energy and Transocean Spitsbergen. Subsequent to December 31, 2015, we
received notices of early
for Deepwater Champion, Deepwater Millennium,
Discoverer Deep Seas, GSF Constellation II, GSF Development Driller I and Transocean John Shaw. See “—Outlook,” “—Operating
Results” and “—Liquidity and Capital Resources—Sources and uses of cash.”
termination or cancellation of drilling contracts
Dispositions—During the year ended December 31, 2015, we completed the sale of the ultra-deepwater floaters
Deepwater Expedition and GSF Explorer, the deepwater floaters Discoverer Seven Seas, GSF Celtic Sea, Sedco 707, Sedco 710,
Sovereign Explorer and Transocean Rather and the midwater floaters C. Kirk Rhein, Jr., GSF Aleutian Key, GSF Arctic I, GSF Arctic III,
J.W. McLean, Sedco 601, Sedco 700, Transocean Amirante and Transocean Legend along with related equipment, and we received net
cash proceeds of $35 million. See “—Liquidity and Capital Resources—Drilling fleet.”
Markets for our shares—Our shares are listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “RIG” and
on the SIX Swiss Exchange (“SIX”) under the symbol “RIGN.” On November 23, 2015, we announced our intent to delist our shares from
the SIX. On December 17, 2015 we announced that the SIX listing authorities approved our application to delist our shares, and such
delisting is expected to become effective on March 31, 2016, with the last trading day scheduled to be March 30, 2016. Our shares will
continue to be listed and traded on the NYSE.
Par value reduction—On October 29, 2015, shareholders at our extraordinary general meeting 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. The reduction of the par value became effective as
of January 7, 2016 upon registration in the commercial register. See Notes to Consolidated Financial Statements—Note 16—
Shareholders’ Equity and Note 25—Subsequent Events.
AR-33
Outlook
Drilling market—Although our long-term view of the offshore drilling market remains positive, particularly for high-specification
assets, we expect the near to medium term to be especially challenging. The sustained weak commodity pricing, coupled with our
customers’ focus on reducing costs, spending within their cash flow and maintaining capital allocation policies are resulting in the delay of
many exploration and development programs. Oil and natural gas prices do not currently support sustained demand for drilling rigs across
all asset classes and regions. As a result of this reduced demand, we have seen a sharp decline in the execution of drilling contracts for
the global offshore drilling fleet and an increase in the early termination or cancellation of drilling contracts. We currently expect very few
drilling contracts to be awarded in 2016, exacerbating the excess rig capacity and placing continued downward pressure on dayrates.
During the year ended December 31, 2015, our customers early terminated or cancelled contracts for Discoverer Americas, Polar Pioneer,
Sedco 714, Sedco Energy and Transocean Spitsbergen. Then, subsequent to December 31, 2015, we received notices of early
for Deepwater Champion, Deepwater Millennium, Discoverer Deep Seas,
termination or cancellation of drilling contracts
GSF Constellation II, GSF Development Driller I and Transocean John Shaw. In this environment, older and less capable assets are more
likely to be permanently retired, ultimately reducing the available supply of drilling rigs. During the years ended December 31, 2015 and
2014, we sold 17 and two drilling units, respectively, for scrap value, and at December 31, 2015, we had five additional rigs classified as
held for sale for scrap value. As of February 11, 2016, our contract backlog was $15.5 billion compared to $16.9 billion as of October 26,
2015.
Fleet status—We present the availability of our rigs in terms of the uncommitted fleet rate. The uncommitted fleet rate is defined
as the number of uncommitted days divided by the total number of rig calendar days in the measurement period, expressed as a
percentage. An uncommitted day is defined as a calendar day during which a rig is idle or stacked, is not contracted to a customer and is
not committed to a shipyard. The uncommitted fleet rates exclude the effect of priced options.
As of February 11, 2016, uncommitted fleet rates for each of the five years in the period ending December 31, 2020 were as
follows:
Uncommitted fleet rate
Ultra-deepwater floaters
Harsh environment floaters
Deepwater floaters
Midwater floaters
High-specification jackups
2016
2017
2018
2019
2020
52 %
64 %
70 %
78 %
47 %
63 %
70 %
80 %
100 %
77 %
72 %
86 %
83 %
100 %
93 %
77 %
92 %
100 %
100 %
100 %
82 %
100 %
100 %
100 %
100 %
Performance and Other Key Indicators
Contract backlog—Contract backlog is defined as the maximum contractual operating dayrate multiplied by the number of days
remaining in the firm contract period, excluding revenues for mobilization, demobilization and contract preparation or other incentive
provisions, which are not expected to be significant to our contract drilling revenues. Average contractual dayrate relative to our contract
backlog is defined as the maximum contractual operating dayrate to be earned per operating day in the measurement period. An
operating day is defined as a day for which a rig is contracted to earn a dayrate during the firm contract period after commencement of
operations.
The contract backlog represents the maximum contract drilling revenues that can be earned considering the contractual
operating dayrate in effect during the firm contract period and represents the basis for the maximum revenues in our revenue efficiency
measurement. To determine maximum revenues for purposes of calculating revenue efficiency, however, we include the revenues earned
for mobilization, demobilization and contract preparation, other incentive provisions or cost escalation provisions which are excluded from
the amounts presented for contract backlog.
The contract backlog for our fleet was as follows:
Contract backlog
Ultra-deepwater floaters
Harsh environment floaters
Deepwater floaters
Midwater floaters
High-specification jackups
Total contract backlog
February 11,
2016
$
$
13,539
920
320
261
467
15,507
AR-34
February 17,
2015
October 26,
2015
(In millions)
$
14,444 $
1,146
222
530
595
16,937 $
16,529
1,591
673
1,613
834
21,240
$
Our contract backlog includes only firm commitments, which are represented by signed drilling contracts or, in some cases, by
other definitive agreements awaiting contract execution. Our contract backlog includes amounts associated with our newbuild units that
are currently under construction. The contractual operating dayrate may be higher than the actual dayrate we ultimately receive or an
alternative contractual dayrate, such as a waiting-on-weather rate, repair rate, standby rate or force majeure rate, may apply under certain
circumstances. The contractual operating dayrate may also be higher than the actual dayrate we ultimately receive because of a number
of factors, including rig downtime or suspension of operations. In certain contracts, the dayrate may be reduced to zero if, for example,
repairs extend beyond a stated period of time.
At February 11, 2016, the contract backlog and average contractual dayrates for our fleet were as follows:
Contract backlog
Ultra-deepwater floaters
Harsh environment floaters
Deepwater floaters
Midwater floaters
High-specification jackups
Total contract backlog
Average-contractual dayrates
Ultra-deepwater floaters
Harsh environment floaters
Deepwater floaters
Midwater floaters
High-specification jackups
Total fleet average
For the years ending December 31,
Total
2016
2017
2018
2019
Thereafter
(In millions, except average dayrates)
$ 13,539
920
320
261
467
$ 15,507
$
$
2,294
385
145
261
271
3,356
$
$
$
2,062
340
94
—
148
2,644
$
1,700 $
152
81
—
48
1,981 $
1,450
43
—
—
—
1,493
$
$
6,033
—
—
—
—
6,033
$ 520,000
$ 320,000
$ 257,000
$ 332,000
$ 149,000
$ 455,000
$ 508,000
$ 346,000
$ 248,000
$ 332,000
$ 151,000
$ 382,000
$ 512,000
$ 302,000
$ 266,000
$
$ 148,000
$ 406,000
$ 527,000 $ 526,000
$ 306,000 $ 305,000
$ 266,000 $
— $
$ 140,000 $
$ 453,000 $ 515,000
$ 525,000
—
$
—
— $
—
— $
—
— $
$ 525,000
— $
The actual amounts of revenues earned and the actual periods during which revenues are earned will differ from the amounts
and periods shown in the tables above due to various factors, including shipyard and maintenance projects, unplanned downtime and
other factors that result in lower applicable dayrates than the full contractual operating dayrate. Additional factors that could affect the
amount and timing of actual revenue to be recognized include customer liquidity issues and contract terminations, which are available to
our customers under certain circumstances.
Average daily revenue—Average daily revenue is defined as contract drilling revenues earned per operating day. An operating
day is defined as a calendar day during which a rig is contracted to earn a dayrate during the firm contract period after commencement of
operations.
The average daily revenue for our fleet was as follows:
Average daily revenue
Ultra-deepwater floaters
Harsh environment floaters
Deepwater floaters
Midwater floaters
High-specification jackups
Total fleet average daily revenue
Years ended December 31,
2014
2015
2013
$
$
$
$
$
$
513,900
542,600
354,400
349,200
172,900
400,500
$
$
$
$
$
$
538,400
470,500
378,300
347,200
168,500
408,200
$
$
$
$
$
$
500,200
451,700
353,300
311,100
164,400
382,300
Our average daily revenue fluctuates relative to market conditions and our revenue efficiency. The average daily revenue may
also be affected by revenues for lump sum bonuses or demobilization fees received from our customers. Our total fleet average daily
revenue is also affected by the mix of rig classes being operated, as deepwater floaters, midwater floaters and high-specification jackups
are typically contracted at lower dayrates compared to ultra-deepwater floaters and harsh environment floaters. We include newbuilds in
the calculation when the rigs commence operations upon acceptance by the customer. We remove rigs from the calculation upon
disposal, classification as held for sale or classification as discontinued operations.
AR-35
Revenue efficiency—Revenue efficiency is defined as actual contract drilling revenues for the measurement period divided by
the maximum revenue calculated for the measurement period, expressed as a percentage. Maximum revenue is defined as the greatest
amount of contract drilling revenues the drilling unit could earn for the measurement period, excluding amounts related to incentive
provisions.
The revenue efficiency rates for our fleet were as follows:
Years ended December 31,
2014
2015
2013
Revenue efficiency
Ultra-deepwater floaters
Harsh environment floaters
Deepwater floaters
Midwater floaters
High-specification jackups
Total fleet average revenue efficiency
95 %
98 %
97 %
95 %
99 %
96 %
94 %
96 %
96 %
93 %
97 %
95 %
89 %
97 %
91 %
94 %
98 %
92 %
Our revenue efficiency rate varies due to revenues earned under alternative contractual dayrates, such as a waiting-on-weather
rate, repair rate, standby rate, force majeure rate or zero rate, that may apply under certain circumstances. We include newbuilds in the
calculation when the rigs commence operations upon acceptance by the customer. We exclude rigs that are not operating under contract,
such as those that are stacked.
Rig utilization—Rig utilization is defined as the total number of operating days divided by the total number of rig calendar days
in the measurement period, expressed as a percentage.
The rig utilization rates for our fleet were as follows:
Years ended December 31,
2014
2015
2013
Rig utilization
Ultra-deepwater floaters
Harsh environment floaters
Deepwater floaters
Midwater floaters
High-specification jackups
Total fleet average rig utilization
65 %
64 %
73 %
77 %
83 %
71 %
82 %
91 %
62 %
64 %
93 %
76 %
92 %
100 %
68 %
61 %
91 %
79 %
Our rig utilization rate declines as a result of idle and stacked rigs and during shipyard and mobilization periods to the extent
these rigs are not earning revenues. We include newbuilds in the calculation when the rigs commence operations upon acceptance by the
customer. We remove rigs from the calculation upon disposal, classification as held for sale or classification as discontinued operations.
Accordingly, our rig utilization can increase when idle or stacked units are removed from our drilling fleet.
For the year ended December 31, 2015, our rig utilization for deepwater floaters and midwater floaters increased as a result of
removing stacked and idled rigs from our drilling fleet.
AR-36
Operating Results
Year ended December 31, 2015 compared to the year ended December 31, 2014
The following is an analysis of our operating results. See “—Performance and Other Key Indicators” for definitions of operating
days, average daily revenue, revenue efficiency and rig utilization.
Operating days
Average daily revenue
Revenue efficiency
Rig utilization
Contract drilling revenues
Other revenues
Operating and maintenance expense
Depreciation expense
General and administrative expense
Loss on impairment
Loss on disposal of assets, net
Operating income (loss)
Other income (expense), net
Interest income
Interest expense, net of amounts capitalized
Other, net
Income (loss) from continuing operations before income tax expense
Income tax expense
Income (loss) from continuing operations
“n/m” means not meaningful.
Years ended
December 31,
2015
2014
Change
% Change
(In millions, except day amounts and percentages)
16,948
400,500
96 %
71 %
21,893
$ 408,200
$
95 %
76 %
(4,945)
(7,700)
(23)%
(2)%
6,802
584
7,386
(2,955)
(963)
(193)
(1,867)
(28)
1,380
22
(432)
60
1,030
(206)
824
$
$
8,952
222
9,174
(5,110)
(1,139)
(234)
(4,043)
(26)
(1,378)
39
(483)
22
(1,800)
(146)
(1,946)
$
$
(2,150)
362
(1,788)
2,155
176
41
2,176
(2)
2,758
(17)
51
38
2,830
(60)
2,770
(24)%
n/m
(19)%
42 %
15 %
18 %
54 %
(8)%
n/m
(44)%
11 %
n/m
n/m
(41)%
n/m
$
$
$
Operating revenues—Contract drilling revenues decreased for the year ended December 31, 2015 compared to the year ended
December 31, 2014 primarily due to the following: (a) approximately $1.7 billion of decreased revenues resulting from a greater number of
rigs idle or stacked, (b) approximately $945 million of decreased revenues resulting from rigs sold or classified as held for sale and
(c) approximately $120 million of decreased revenues resulting from lower dayrates. These decreases were partially offset by the
following: (a) approximately $280 million of increased revenues associated with our two newbuild ultra-deepwater drillships that
commenced operations in the year ended December 31, 2014, (b) approximately $240 million of increased revenues resulting from fewer
shipyard and mobilization days for the active fleet, (c) approximately $105 million of increased revenues resulting from improved revenue
efficiency and (d) approximately $90 million of increased revenues resulting from demobilization fees.
Other revenues increased for the year ended December 31, 2015 compared to the year ended December 31, 2014, primarily
due to $433 million of revenues for early termination or cancellation fees.
Costs and expenses—Excluding the favorable effect of $788 million resulting from cost reimbursements from settlements,
recoveries from insurance and net adjustments to contingent liabilities associated with the Macondo well incident, operating and
maintenance expense decreased for the year ended December 31, 2015 compared to the year ended December 31, 2014 primarily due to
the following: (a) approximately $545 million of decreased costs and expenses resulting from rigs sold or classified as held for sale,
(b) approximately $395 million of decreased costs and expenses resulting from cost reductions for our idle or stacked rigs,
(c) approximately $345 million of decreased costs and expenses resulting fewer shipyard and mobilization costs and reduced personnel
expenses associated with our active fleet and (d) approximately $135 million of decreased costs and expenses resulting from reduced
onshore costs. These decreases were partially offset by approximately $70 million of increased costs and expenses associated with our
two newbuild ultra-deepwater drillships that commenced operations in the year ended December 31, 2014.
Depreciation expense decreased for the year ended December 31, 2015 compared to the year ended December 31, 2014
primarily due to the following: (a) approximately $198 million of decreased depreciation resulting from rigs sold or classified as held for sale
and (b) approximately $94 million of decreased depreciation resulting from the impairment of our deepwater floater and midwater floater
asset groups. These decreases were partially offset by the following: (a) approximately $51 million of increased depreciation resulting from
the reduction of the salvage values for certain drilling units and (b) approximately $30 million of increased depreciation resulting from our
two newbuild ultra-deepwater drillships that commenced operations in the year ended December 31, 2014 and (c) approximately
$35 million of increased depreciation resulting from our completion of other construction projects.
AR-37
General and administrative expense decreased for the year ended December 31, 2015 compared to the year ended
December 31, 2014 primarily due to due to the following: (a) approximately $21 million of reduced personnel costs and (b) approximately
$13 million of reduced legal and professional fees.
Losses on impairments and disposals—In the year ended December 31, 2015, we recognized a loss on impairment related to
the following: (a) a loss of $507 million associated with the impairment of our deepwater floater asset group, (b) a loss of $668 million
associated with the impairment of our midwater floater asset group and (c) an aggregate loss of $692 million associated with the
impairment of certain assets classified as held for sale. In the year ended December 31, 2014, we recognized a loss on impairment
related to the following: (a) a loss of $3.0 billion associated with the full impairment of the carrying amount of our goodwill, (b) a loss of
$788 million associated with the impairment of our deepwater floater asset group and (c) an aggregate loss of $268 million associated with
the impairment of certain assets classified as held for sale.
In the year ended December 31, 2015, we recognized an aggregate net gain of $14 million associated with the sale of
two ultra-deepwater floaters, six deepwater floaters and nine midwater floaters, along with related equipment. In the year ended
December 31, 2014, we recognized an aggregate net loss of $1 million associated with the sale of a deepwater floater, a midwater floater
and two high-specification jackups along with related equipment. In the years ended December 31, 2015 and 2014, we recognized an
aggregate net loss of $42 million and $25 million, respectively, associated with the disposal of assets unrelated to rig sales.
Other income and expense—In the year ended December 31, 2015, we recognized other income, net, primarily related to the
following: (a) a gain of $35 million associated with income from license fees and royalties for our dual-activity patent and (b) a gain of
$23 million associated with the early retirement of debt, including the redemption of the 4.95% Senior Notes due November 2015 (the
“4.95% Senior Notes”) and repurchases of other public debt in the open market. In the year ended December 31, 2014, we recognized
other income, net primarily related to the following: (a) a gain of $18 million associated with currency exchange, (b) a gain of $7 million
associated with the prepayment of certain notes receivable, (c) a gain of $7 million associated with settlement of litigation related to our
dual-activity patent, partially offset by (d) an aggregate loss of $13 million associated with the early retirement of debt, including the partial
redemption of the 4.95% Senior Notes and the termination of our former three-year secured revolving credit facility.
Income tax expense—We operate internationally and provide for income taxes based on the tax laws and rates in the countries
in which we operate and earn income. For the years ended December 31, 2015 and 2014, the annual effective tax rates were
16.4 percent and 18.7 percent, respectively, based on income from continuing operations before income taxes, after excluding certain
items, such as losses on impairment, and gains and losses on certain asset disposals. During the year ended December 31, 2015, our
annual effective tax rate decreased due to changes in the relative blend of income from operations among certain jurisdictions and
changes in the jurisdictional and operating structure for certain rigs, which had an effect on our deferred tax assets. This decrease was
partially offset by an increase from changes in currency exchange rates. We consider 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 to be discrete period tax expenses or benefits. For the
year ended December 31, 2015 and 2014, the effect of the various discrete period tax items was a net tax benefit of $35 million and
$138 million, respectively. For the year ended December 31, 2015 and 2014, these discrete tax items, coupled with the excluded income
and expense items noted above, resulted in effective tax rates of 20.0 percent and (8.1) percent, respectively, based on income from
continuing operations before income taxes.
The relationship between our provision for or benefit from income taxes and our income 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 versus 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. Consequently, our
income tax expense does not change proportionally with our income before income taxes. Significant decreases in our income before
income taxes typically lead to higher effective tax rates, while significant increases in income before income taxes can lead to lower
effective tax rates, subject to the other factors impacting income tax expense noted above. With respect to the annual effective tax rate
calculation for the year ended December 31, 2015, a significant portion of our income tax expense was generated in countries in which
income taxes are imposed on gross revenues, with the most significant of these countries being Angola, India, Nigeria, Indonesia and the
Republic of Congo. Conversely, the countries in which we incurred the most significant income taxes during this period that were based on
income before income tax include Norway, the U.K., Switzerland, Brazil and the U.S.
Our rig operating structures further complicate our tax calculations, especially in instances where we have more than
one operating structure for the particular taxing jurisdiction and, thus, more than one method of calculating taxes depending on the
operating structure utilized by the rig under the contract. For example, two rigs operating in the same country could generate significantly
different provisions for income taxes if they are owned by two different subsidiaries that are subject to differing tax laws and regulations in
the respective country of incorporation.
AR-38
Year ended December 31, 2014 compared to the year ended December 31, 2013
The following is an analysis of our operating results. See “—Performance and Other Key Indicators” for definitions of operating
days, average daily revenue, revenue efficiency and rig utilization.
Operating days
Average daily revenue
Revenue efficiency
Rig utilization
Contract drilling revenues
Other revenues
Operating and maintenance expense
Depreciation expense
General and administrative expense
Loss on impairment
Gain (loss) on disposal of assets, net
Operating income (loss)
Other income (expense), net
Interest income
Interest expense, net of amounts capitalized
Other, net
Income (loss) from continuing operations before income tax expense
Income tax expense
Income (loss) from continuing operations
“n/m” means not meaningful.
Years ended
December 31,
2014
2013
Change
% Change
(In millions, except day amounts and percentages)
21,893
408,200
95 %
76 %
23,687
$ 382,300
$
92 %
79 %
(1,794)
25,900
(8)%
7 %
8,952
222
9,174
(5,110)
(1,139)
(234)
(4,043)
(26)
(1,378)
39
(483)
22
(1,800)
(146)
(1,946)
$
$
9,070
179
9,249
(5,563)
(1,109)
(286)
(81)
7
2,217
52
(584)
(29)
1,656
(258)
1,398
$
$
(118)
43
(75)
453
(30)
52
(3,962)
(33)
(3,595)
(13)
101
51
(3,456)
112
(3,344)
(1)%
24 %
(1)%
8 %
(3)%
18 %
n/m
n/m
n/m
(25)%
17 %
n/m
n/m
43 %
n/m
$
$
$
Operating revenues—Contract drilling revenues decreased for the year ended December 31, 2014 compared to the year ended
December 31, 2013 primarily due to the following: (a) approximately $500 million of decreased revenues resulting from a greater number
of idle rigs, (b) approximately $245 million of decreased revenues resulting from rigs that were sold or classified as held for sale and
(c) approximately $210 million of decreased revenues resulting from increased time dedicated to mobilization between contracts, shipyard
projects and rig certifications. These decreases were partially offset by the following: (a) approximately $290 million of increased revenues
resulting from improved dayrates, (b) approximately $285 million of increased revenues resulting from improved revenue efficiency and
(c) approximately $265 million of increased revenues associated with our three newbuild high-specification jackups that commenced
operations during the year ended December 31, 2013 and our two newbuild ultra-deepwater drillships that commenced operations in the
year ended December 31, 2014.
Other revenues increased for the year ended December 31, 2014 compared to the year ended December 31, 2013, primarily
due to increased revenues associated with reimbursable items.
Costs and expenses—Operating and maintenance expense decreased for the year ended December 31, 2014 compared to the
year ended December 31, 2013 primarily due to the following: (a) approximately $195 million of decreased costs and expenses due to rigs
that were sold or classified as held for sale in the year ended December 31, 2014, (b) approximately $190 million of decreased costs and
expenses, net of insurance recoveries, associated with the Macondo well incident and (c) approximately $130 million of decreased costs
and expenses associated with stacked and idle rigs. These decreases were partially offset by approximately $70 million of increased costs
and expenses due to our newbuild rigs placed in service.
General and administrative expense decreased for the year ended December 31, 2014 compared to the year ended
December 31, 2013 primarily due to due to the following: (a) $24 million of decreased personnel costs primarily associated with reduced
wages and salaries, and (b) $21 million of decreased legal and professional fees, primarily related to litigation and the 2013 proxy
campaign.
Losses on impairments and disposals—In the year ended December 31, 2014, we recognized a loss on impairment related to
the following: (a) a loss of $3.0 billion associated with the full impairment of the carrying amount of our goodwill, (b) a loss of $788 million
associated with the impairment of the deepwater floater asset group and (c) an aggregate loss of $268 million associated with the
impairment of certain assets classified as held for sale. In the year ended December 31, 2013, we recognized an aggregate loss of
$64 million associated with the impairment of certain assets classified as held for sale and a loss of $17 million associated with the
impairment of certain corporate assets.
AR-39
In the year ended December 31, 2014, we recognized an aggregate net loss of $1 million associated with the sale of a
deepwater floater, a midwater floater and two high-specification jackups along with related equipment. In the year ended December 31,
2013, we recognized a net gain of $33 million associated with the sale of a deepwater floater along with related equipment. In the years
ended December 31, 2014 and 2013, we recognized an aggregate net loss of $25 million and $26 million, respectively, associated with the
disposal of assets unrelated to rig sales.
Other income and expense—Interest expense, net of amounts capitalized, decreased in the year ended December 31, 2014
compared to the year ended December 31, 2013, primarily due to approximately $55 million of increased interest capitalization associated
with our newbuild construction program and $34 million of decreased interest expense associated with debt repaid in the year ended
December 31, 2014.
In the year ended December 31, 2014, we recognized other income, net, primarily related to the following: (a) a gain of
$18 million associated with currency exchange, (b) a gain of $7 million associated with the prepayment of certain notes receivable and
(c) a gain of $7 million associated with settlement of litigation related to our dual-activity patent, partially offset by (d) an aggregate loss of
$13 million associated with the early retirement of debt, including the partial redemption of the 4.95% Senior Notes and the early
termination of our former three-year secured revolving credit facility. In the year ended December 31, 2013, we recognized other expense,
net, primarily related to the following: (a) a loss of $11 million associated with currency exchange, (b) a loss of $10 million associated with
the sale of an investment in preference shares and (c) a loss of $9 million associated with the early termination of interest rate swaps
designated as a cash flow hedge of borrowings under a former credit facility.
Income tax expense—We operate internationally and provide for income taxes based on the tax laws and rates in the countries
in which we operate and earn income. For the years ended December 31, 2014 and 2013, our annual effective tax rates were
18.7 percent and 20.1 percent, respectively, based on income from continuing operations before income taxes, after excluding certain
items, such as expenses for litigation matters, 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. For the years ended December 31, 2014 and 2013, the effect of the various discrete period tax
items was a net tax benefit of $138 million and $82 million, respectively. For the years ended December 31, 2014 and 2013, these
discrete tax items, together with the excluded income and expense items noted above, resulted in effective tax rates of (8.1) percent and
15.6 percent, respectively, based on income from continuing operations before income tax expense, including these discrete tax items,
together with the excluded income and expense items noted above.
The relationship between our provision for or benefit from income taxes and our income 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 versus 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. Consequently, our
income tax expense does not change proportionally with our income before income taxes. Significant decreases in our income before
income taxes typically lead to higher effective tax rates, while significant increases in income before income taxes can lead to lower
effective tax rates, subject to the other factors impacting income tax expense noted above. In the year ended December 31, 2014
compared to the year ended December 31, 2013, the annual effective tax rate decreased to 18.7 percent from 20.1 percent primarily due
to changes in the blend of income that is taxed based on gross revenues versus income before taxes, the effect of higher income before
income taxes offset by the impact of new U.K. legislation and the currency exchange effect of the weakened Norwegian krone relative to
the U.S. dollar. With respect to the annual effective tax rate calculation for the year ended December 31, 2014, a significant portion of our
income tax expense was generated in countries in which income taxes are imposed on gross revenues, with the most significant of these
countries being Angola, India, Nigeria, Indonesia and the Republic of Congo. Conversely, the countries in which we incurred the most
significant income taxes during this period that were based on income before income tax include Norway, the U.K., Switzerland, Australia
and the U.S.
Our rig operating structures further complicate our tax calculations, especially in instances where we have more than
one operating structure for the particular taxing jurisdiction and, thus, more than one method of calculating taxes depending on the
operating structure utilized by the rig under the contract. For example, two rigs operating in the same country could generate significantly
different provisions for income taxes if they are owned by two different subsidiaries that are subject to differing tax laws and regulations in
the respective country of incorporation.
Liquidity and Capital Resources
Sources and uses of cash
At December 31, 2015, we had $2.3 billion in cash and cash equivalents. At any given time, we may require a significant portion
of our cash and cash equivalents for working capital and other needs related to the operation of our business. At December 31, 2015, we
estimate the amount of cash required for these purposes, which is not generally available to us for other uses, was approximately
$1.3 billion. We expect to reduce this required amount to approximately $800 million as an outcome of our ongoing organizational
efficiency initiatives and in the event our industry stabilizes.
AR-40
In the year ended December 31, 2015, our primary sources of cash were our cash flows from operating activities, including cash
proceeds from customers that executed early terminations or cancellations of drilling contracts and proceeds from insurance recoveries
and litigation settlements; net proceeds from restricted cash investments and proceeds from asset disposals. Our primary uses of cash
were capital expenditures, primarily associated with our newbuild construction projects; repayments of debt; payments of installments to
our shareholders for distributions of qualifying paid-in capital and payment of our Macondo well incident settlement obligations.
Cash flows from operating activities
Net income (loss)
Depreciation
Loss on impairment
Loss on disposal of assets, net
Other non-cash items, net
Changes in Macondo well incident assets and liabilities, net
Changes in other operating assets and liabilities, net
Years ended
December 31,
2015
2014
(In millions)
Change
$
$
826 $
963
1,867
27
126
(426)
62
3,445 $
(1,966)
1,139
4,043
36
51
(498)
(585)
2,220
$
$
2,792
(176)
(2,176)
(9)
75
72
647
1,225
Net cash provided by operating activities increased primarily due to cash proceeds of $400 million from customers that executed
early terminations or cancellations of drilling contracts and other changes in working capital, including (a) an increase of $639 million
associated with cash proceeds from insurance recoveries related to the Macondo well incident and (b) a decrease of $208 million
associated with cash payments of scheduled installments for our Macondo well incident settlement obligations. Partially offsetting these
items was a cash deposit of $212 million into an escrow account pending court approval of our settlement with the PSC with no
comparable activity in the prior year.
Cash flows from investing activities
Capital expenditures
Proceeds from disposal of assets, net
Proceeds from repayment of notes receivable
Other, net
Years ended
December 31,
2015
2014
(In millions)
Change
$
$
(2,001) $
54
15
—
(1,932) $
(2,165)
250
101
(14)
(1,828)
$
$
164
(196)
(86)
14
(104)
Net cash used in investing activities increased primarily due to a reduction of proceeds from disposal of assets and from
repayment of loans and notes receivable. Partially offsetting the increased use of cash was a decrease in capital expenditures associated
with the timing of milestone payments for our major construction projects and other shipyard projects.
Cash flows from financing activities
Repayments of debt
Proceeds from restricted cash investments, net
Distributions of qualifying additional paid-in capital
Proceeds from sale of noncontrolling interest
Other, net
Years ended
December 31,
2015
2014
(In millions)
Change
$
$
(1,506) $
110
(381)
—
(32)
(1,809) $
(539)
156
(1,018)
443
(42)
(1,000)
$
$
(967)
(46)
637
(443)
10
(809)
Net cash used in financing activities increased primarily due to (a) increased cash used to redeem or repurchase debt and
(b) cash proceeds from the sale of noncontrolling interest in Transocean Partners with no comparable activity in the year ended
December 31, 2015. Partially offsetting these items was a reduction in cash used to pay installments to our shareholders for distributions
of qualifying additional paid-in capital.
AR-41
Drilling fleet
Expansion—From time to time, we review possible acquisitions of businesses and drilling rigs and may make significant future
capital commitments for such purposes. We may also consider investments related to major rig upgrades, new rig construction, or the
acquisition of a rig under construction. We may commit to such investment without first obtaining customer contracts. Any acquisition,
upgrade or new rig construction could involve the payment by us of a substantial amount of cash or the issuance of a substantial number
of additional shares or other securities. Our failure to secure drilling contracts for rigs under construction could have an adverse effect on
our results of operations or cash flows.
In the years ended December 31, 2015 and 2014, we made capital expenditures and other capital additions, such as capitalized
interest, of $2.0 billion and $2.2 billion, respectively, including $1.6 billion and $1.4 billion, respectively, for our major construction projects.
For the year ending December 31, 2016, we expect total capital expenditures and other capital additions, such as capitalized interest, to be
approximately $1.4 billion, including approximately $1.3 billion for our major construction projects.
As of December 31, 2015, the historical and projected capital expenditures and other capital additions, including capitalized
interest, for our ongoing major construction projects were as follows:
Deepwater Thalassa (a)
Deepwater Proteus (b)
Deepwater Conqueror (c)
Deepwater Pontus (d)
Deepwater Poseidon (d)
Transocean Cassiopeia (e)
Transocean Centaurus (e)
Transocean Cepheus (e)
Ultra-Deepwater drillship TBN1 (f)
Transocean Cetus (e)
Transocean Circinus (e)
Ultra-Deepwater drillship TBN2 (f)
Total
Total costs
through
December 31,
2015
$
$
861
765
372
459
450
54
53
53
204
52
51
157
3,531
2016
59
75
478
333
322
6
5
5
19
5
5
15
1,327
$
$
$
$
2017
For the years ending December 31,
2018
(In millions)
2019
2020
Total
— $
—
—
83
74
15
9
9
60
8
9
61
328
$
— $
—
—
—
39
195
203
14
50
10
9
27
547
$
— $
—
—
—
—
—
—
194
467
205
19
72
957 $
— $
—
—
—
—
—
—
—
—
—
197
458
655
$
920
840
850
875
885
270
270
275
800
280
290
790
7,345
(a) The ultra-deepwater floater Deepwater Thalassa commenced operations in February 2016.
(b) Deepwater Proteus, a newbuild ultra-deepwater drillship, was delivered from the shipyard and is expected to commence operations in the second quarter of 2016
following completion of mobilization, sea trials, operational readiness testing and customer acceptance.
(c) 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.
(d) Deepwater Pontus and Deepwater Poseidon, two newbuild ultra-deepwater drillships under construction at the Daewoo Shipbuilding & Marine Engineering Co. Ltd.
shipyard in Korea, are expected to commence operations in the fourth quarter of 2017 and the first quarter of 2018, respectively.
(e) 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.
(f) 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 2019 and the first quarter of 2020, respectively.
The ultimate amount of our capital expenditures is partly dependent upon financial market conditions, the actual level of
operational and contracting activity, the costs associated with the new regulatory environment and customer requested capital
improvements and equipment for which the customer agrees to reimburse us. As with any major shipyard project that takes place over an
extended period of time, the actual costs, the timing of expenditures and the project completion date may vary from estimates based on
numerous factors, including actual contract terms, weather, exchange rates, shipyard labor conditions, availability of suppliers to recertify
equipment and the market demand for components and resources required for drilling unit construction. We intend to fund the cash
requirements relating to our capital expenditures through available cash balances, cash generated from operations and asset sales. We
also have available credit under the Five-Year Revolving Credit Facility, as described below, and may utilize other commercial bank or
capital market financings. Economic conditions could impact the availability of these sources of funding.
Dispositions—From time to time, we may also review the possible disposition of non-strategic drilling units. Considering recent
market conditions, we have committed to plans to sell certain lower-specification drilling units for scrap value. During the year ended
December 31, 2015, we identified 22 such drilling units that we intend to sell or have sold for scrap value, including the ultra-deepwater
floaters Deepwater Expedition and GSF Explorer, the deepwater floaters Deepwater Navigator, Discoverer Seven Seas, GSF Celtic Sea,
Sedco 707, Sedco 710, Sovereign Explorer and Transocean Rather and
floaters C. Kirk Rhein, Jr., Falcon 100,
GSF Aleutian Key, GSF Arctic I, GSF Arctic III, GSF Grand Banks, GSF Rig 135, J.W. McLean, Sedco 601, Sedco 700, Sedneth 701,
the midwater
AR-42
Transocean Amirante and Transocean Legend. We continue to evaluate the drilling units in our fleet and may identify additional lower-
specification drilling units to be sold for scrap value.
floaters Deepwater Expedition and GSF Explorer,
During the year ended December 31, 2015, in connection with our efforts to dispose of non-strategic assets, we completed the
sale of
floaters Discoverer Seven Seas,
the ultra-deepwater
GSF Celtic Sea, Sedco 707, Sedco 710, Sovereign Explorer and Transocean Rather and the midwater floaters C. Kirk Rhein, Jr.,
GSF Aleutian Key, GSF Arctic I, GSF Arctic III, J.W. McLean, Sedco 601, Sedco 700, Transocean Amirante and Transocean Legend along
with related equipment, and we received aggregate net cash proceeds of $35 million. During the year ended December 31, 2014, we
completed the sale of the deepwater floater Sedco 709, the midwater floater Sedco 703 and the high-specification jackups GSF Magellan
and GSF Monitor, along with related equipment, and we received aggregate net cash proceeds of $185 million.
the deepwater
Sources and uses of liquidity
Overview—We expect to use existing cash balances, internally generated cash flows, borrowings under our bank credit
agreements, proceeds from the disposal of assets or proceeds from the issuance of debt to fulfill anticipated obligations, such as capital
expenditures, scheduled debt maturities or other payments, repayment of debt due within one year, payments of our Macondo well incident
settlement obligations, working capital and other needs in our operations. We may also consider establishing additional credit facilities
under bank credit agreements, using proceeds from additional issuances of debt, or using proceeds from any sale of additional
noncontrolling interests in or the issuance of debt of Transocean Partners. However, current market conditions may make any such
transaction challenging. Subject in each case to then existing market conditions and to our then expected liquidity needs, among other
factors, we may continue to use a portion of our internally generated cash flows and proceeds from asset sales to reduce debt prior to
scheduled maturities through debt repurchases, either in the open market or in privately negotiated transactions, or through debt
redemptions or tender offers.
At any given time, we may require a significant portion of our cash on hand for working capital and other needs related to the
operation of our business. We currently estimate this amount to be approximately $1.3 billion. We expect to reduce this required amount
to approximately $800 million as an outcome of our ongoing organizational efficiency initiatives and in the event our industry stabilizes. As
a result, this portion of cash is not generally available to us for other uses. From time to time, we may also use borrowings under our bank
credit agreement to maintain liquidity for short-term cash needs.
Our access to debt and equity markets may be limited due to a variety of events, including, among others, credit rating agency
downgrades of our debt ratings, industry conditions, general economic conditions, market conditions and market perceptions of us and our
industry. During the year ended December 31, 2015, three credit rating agencies downgraded their credit ratings of our non-credit
enhanced senior unsecured long-term debt (“Debt Rating”) to Debt Ratings that are below investment grade, and subsequent to
December 31, 2015, one of the credit rating agencies further downgraded our Debt Rating and another rating agency placed us on review
for further downgrade. Such downgrades have caused, and any further downgrades may cause, us to experience increased fees under
our credit facility and interest rates under agreements governing certain of our senior notes and may limit our ability to access debt
markets. Our ability to access such markets may be severely restricted at a time when we would like, or need, to access such markets,
which could have an impact on our flexibility to react to changing economic and business conditions. An economic downturn could have
an impact on the lenders participating in our credit facilities or on our customers, causing them to fail to meet their obligations to us.
Our internally generated cash flow is directly related to our business and the market sectors in which we operate. Should the
drilling market deteriorate, or should we experience poor results in our operations, cash flow from operations may be reduced. We have,
however, continued to generate positive cash flow from operating activities over recent years and expect that such cash flow will continue
to be positive over the next year.
Distributions of qualifying additional paid-in capital—In May 2015, 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 $0.60 per outstanding
share, payable in four quarterly installments of $0.15 per outstanding share, subject to certain limitations. In May 2015, we recognized a
liability of $218 million for the distribution payable, recorded in other current liabilities, with a corresponding entry to additional paid-in
capital. On June 17 and September 23, 2015, we paid the first two installments in the aggregate amount of $109 million to shareholders of
record as of May 29, and August 25, 2015. On October 29, 2015, shareholders at our extraordinary general meeting approved the
cancellation of the third and fourth installments of the distribution.
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, subject to certain
limitations. On June 18, September 17 and December 17, 2014, we paid the first three installments in the aggregate amount of
$816 million to shareholders of record as of May 30, August 22 and November 14, 2014, respectively. 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, 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.
AR-43
We do not pay the distribution of qualifying additional paid-in capital with respect to our shares held in treasury or held by our
subsidiary.
Litigation settlements and insurance recoveries—On May 20, 2015, we entered into a confidential settlement agreement with
BP to settle various disputes remaining between the parties with respect to the Macondo well incident. Pursuant to the terms of the
agreement, among other things, BP made a cash payment of $125 million in July 2015 to partially reimburse us for legal fees incurred by
us.
Additionally, in connection with the settlement, BP agreed to discontinue its attempts to recover as an additional insured under
our liability insurance program. As a result, we submitted claims to our insurers and recognized income of $538 million, recorded as a
reduction of operating and maintenance costs and expenses, associated with insurance proceeds for recovery of previously incurred
losses.
On May 29, 2015, together with the PSC, we filed a settlement agreement in which we agreed to pay a total of $212 million, plus
up to $25 million for partial reimbursement of attorneys’ fees, to resolve (1) punitive damages claims of private plaintiffs, businesses, and
local governments and (2) certain claims that BP had made against us and had assigned to private plaintiffs who previously settled
economic damages claims against BP. This PSC settlement is subject to approval by the MDL Court and acceptance by a minimum
number of plaintiffs. In August 2015, we made a cash deposit of $212 million into an escrow account pending approval of the settlement
by the MDL Court.
Effective October 13, 2015, we finalized a settlement agreement with the States, pursuant to which the States agreed to release
all of their claims against us arising from the Macondo well incident. On October 22, 2015, we made an aggregate cash payment of
$35 million to the States.
Pursuant to a cooperation guilty plea agreement by and among the U.S. Department of Justice (“DOJ”) and certain of our
affiliates (the “Plea Agreement”), which was accepted by the court on February 14, 2013, we agreed to pay a criminal fine of $100 million
and to consent to the entry of an order requiring us to pay $150 million to the National Fish & Wildlife Foundation and $150 million to the
National Academy of Sciences in scheduled installments through February 2017. In the years ended December 31, 2015 and 2014, we
made an aggregate cash payment of $60 million in each year. On February 12, 2016, we made an aggregate cash payment of $60 million.
At February 16, 2016, the remaining balance of our Plea Agreement obligations was $60 million, which is due on or before February 14,
2017.
Pursuant to a civil consent decree by and among the DOJ and certain of our affiliates (“the Consent Decree”), which was
approved by the court on February 19, 2013, we agreed to pay a civil penalty totaling $1.0 billion, plus interest at a fixed rate of
2.15 percent. In the years ended December 31, 2015 and 2014, we paid the final two installments of $204 million and $412 million,
respectively, including interest.
Noncontrolling interest—On August 5, 2014, we completed the initial public offering of 20.1 million common units representing
limited liability company interests in Transocean Partners, which trade on the New York Stock Exchange under the ticker symbol “RIGP”.
Through Transocean Partners Holdings Limited, a Cayman Islands company and our wholly owned subsidiary, we hold the remaining
21.3 million common units and 27.6 million subordinated units and all of the incentive distribution rights. As a result of the offering, we
received net cash proceeds of approximately $417 million, after deducting approximately $26 million for underwriting discounts and
commissions and other estimated offering expenses. We may consider selling additional noncontrolling interests in or debt securities of
Transocean Partners to provide additional sources of liquidity, although current market conditions may make such offerings challenging.
In February 2016, Transocean Partners declared and paid an aggregate distribution of $25 million, of which $7 million was paid
to holders of noncontrolling interest and $18 million was paid to us and was eliminated in consolidation. In the year ended December 31,
2015, Transocean Partners declared and paid an aggregate distribution of $100 million to its unitholders, of which $29 million was paid to
the holders of noncontrolling interest and $71 million was paid to us and was eliminated in consolidation. In the year ended December 31,
2014, Transocean Partners declared and paid an aggregate distribution of $15 million to its unitholders, of which $4 million was paid to the
holders of noncontrolling interest and $11 million was paid to us and was eliminated in consolidation.
On November 4, 2015, Transocean Partners announced that its board of directors approved a unit repurchase program,
authorizing it to repurchase up to $40 million of its publicly held common units. Subject to market conditions, Transocean Partners may
repurchase units from time to time in the open market or in privately negotiated transactions. It may suspend or discontinue the program at
any time. The common units repurchased under the program will be cancelled. As of February 16, 2016, Transocean Partners had
repurchased 306,967 of its publicly held common units for an aggregate purchase price of $3 million. At February 16, 2016, we held a
71.1 percent limited liability company interest in Transocean Partners.
Debt redemptions and repurchases—In September 2010, we issued $1.1 billion aggregate principal amount of 4.95% Senior
Notes. On November 17, 2014, we made an aggregate cash payment of $216 million to redeem an aggregate principal amount of
$207 million of the outstanding 4.95% Senior Notes. On July 30, 2015, we made an aggregate cash payment of $904 million to redeem
the remaining aggregate principal amount of $893 million of the 4.95% Senior Notes. In the year ended December 31, 2015, we also
made an aggregate cash payment of $468 million for open market repurchases of an aggregate principal amount of $503 million of certain
of our publicly traded debt securities.
AR-44
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. At December 31, 2015, our debt to
tangible capitalization ratio, as defined, was 0.4 to 1.0. In order to borrow or have letters of credit issued under the Five-Year Revolving
Credit Facility, we must, at the time of the borrowing request, not be in default under the bank credit agreements and make certain
representations and warranties, including with respect to compliance with laws and solvency, to the lenders, but we are not required to
make any representation to the lenders as to the absence of a material adverse effect. Repayment of borrowings under the Five-Year
Revolving Credit Facility is subject to acceleration upon the occurrence of an event of default. We are also subject to various covenants
under the indentures pursuant to which our public debt was issued, including restrictions on creating liens, engaging in sale/leaseback
transactions and engaging in certain merger, consolidation or reorganization transactions. A default under our public debt indentures, our
capital lease contract or any other debt owed to unaffiliated entities that exceeds $125 million could trigger a default under the Five-Year
Revolving Credit Facility and, if not waived by the lenders, could cause us to lose access to the Five-Year Revolving Credit Facility.
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 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. At February 16, 2016, based on our Debt
Rating on that date, the Five-Year Revolving Credit Facility Margin was 1.75 percent and the facility fee was 0.275 percent. At
February 16, 2016, we had no borrowings outstanding, no letters of credit issued, and $3.0 billion of available borrowing capacity under the
Five-Year Revolving Credit Facility.
Eksportfinans Loans—We have outstanding borrowings under the Loan Agreement dated September 12, 2008 (“Eksportfinans
Loan A”) and outstanding borrowings under the Loan Agreement dated November 18, 2008 (“Eksportfinans Loan B,” and together with
Eksportfinans Loan A, the “Eksportfinans Loans”), between one of our subsidiaries and Eksportfinans ASA, which were established to
finance the construction and delivery of the harsh environment ultra-deepwater semisubmersibles Transocean Spitsbergen and
Transocean Barents. Eksportfinans Loan A and Eksportfinans Loan B bear interest at a fixed rate of 4.15 percent and require semi-annual
installments of principal and interest through September 2017 and January 2018, respectively. At February 16, 2016, aggregate
borrowings of approximately $196 million were outstanding under Eksportfinans Loan A and Eksportfinans Loan B.
The Eksportfinans Loans require restricted cash investments to be held at a certain financial institution through expiration (the
“Eksportfinans Restricted Cash Investments”). The Eksportfinans Restricted Cash Investments bear interest at a fixed rate of 4.15 percent
with semi-annual installments that correspond with those of the Eksportfinans Loans. At February 16, 2016, the aggregate principal
amount of the Eksportfinans Restricted Cash Investments was $196 million.
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, which is equivalent to approximately $3.5 billion at an exchange rate as of the close of trading on February 16, 2016 of
$1.00 to CHF 0.99. On February 12, 2010, our board of directors authorized our management to implement the share repurchase
program. We intend to fund any repurchases using available cash balances and cash from operating activities. On May 24, 2013, we
received approval from the Swiss authorities for the continuation of the share repurchase program for an additional three-year repurchase
period through May 23, 2016. Upon the delisting of our shares from the SIX becoming effective, which we expect to occur on March 31,
2016, the authorization of any new share repurchase program and the continuation of the share repurchase program approved at the
2009 annual general meeting will no longer be subject to approval requirements from the Swiss authorities. In the year ended
December 31, 2015, we did not purchase shares under our share repurchase program.
We may decide, based upon our ongoing capital requirements, our program of distributions to our shareholders, the price of our
shares, regulatory and tax considerations, cash flow generation, the amount and duration of our contract backlog, general market
conditions, debt ratings considerations and other factors, that we should retain cash, reduce debt, make capital investments or acquisitions
or otherwise use cash for general corporate purposes, and consequently, repurchase fewer or no additional shares under this program.
Decisions regarding the amount, if any, and timing of any share repurchases will be made from time to time based upon these factors.
Any shares repurchased under this program are expected to be purchased from time to time, from market participants that have
acquired those shares on the open market and that can fully recover Swiss withholding tax resulting from the share repurchase.
Repurchases could also be made by tender offer, in privately negotiated transactions or by any other share repurchase method. The
share repurchase program could be suspended or discontinued by our board of directors or company management, as applicable, at any
time. Any repurchased shares would be held by us for cancellation by the shareholders at a future general meeting of shareholders. On
October 29, 2015, shareholders at our extraordinary general meeting approved the cancellation of all shares that have been repurchased
to date under our share repurchase program. The shares repurchased under our share repurchase program were cancelled as of
January 7, 2016 upon registration of the cancellation in the commercial register.
AR-45
Under Swiss corporate law, the right of a company and its subsidiaries to repurchase and hold its own shares is limited. A
company may repurchase its shares to the extent it has freely distributable reserves as shown on its Swiss statutory balance sheet in the
amount of the purchase price and the aggregate par value of all shares held by the company as treasury shares does not exceed
10 percent of the company’s share capital recorded in the Swiss Commercial Register, whereby for purposes of determining whether the
10 percent threshold has been reached, shares repurchased under a share repurchase program for cancellation purposes authorized by
the company’s shareholders are disregarded. As of February 16, 2016, Transocean Inc., our wholly owned subsidiary, held as treasury
shares approximately two percent of our issued shares. At the annual general meeting in May 2009, the shareholders approved the
release of CHF 3.5 billion of additional paid-in capital to other reserves, or freely available reserves as presented on our Swiss statutory
balance sheet, to create the freely available reserve necessary for the CHF 3.5 billion share repurchase program for the purpose of the
cancellation of shares (the “Currently Approved Program”). At the May 2011 annual general meeting, our shareholders approved the
reallocation of CHF 3.2 billion, which is the remaining amount authorized under the share repurchase program, from free reserve to legal
reserve, reserve from capital contributions. This amount will continue to be available for Swiss federal withholding tax-free share
repurchases. We may only repurchase shares to the extent freely distributable reserves are available. Our board of directors could, to the
extent freely distributable reserves are available, authorize the repurchase of additional shares for purposes other than cancellation, such
as to retain treasury shares for use in satisfying our obligations in connection with incentive plans or other rights to acquire our shares.
Based on the current amount of shares held as treasury shares, approximately eight percent of our issued shares could be repurchased for
purposes of retention as additional treasury shares. Although our board of directors has not approved such a share repurchase program
for the purpose of retaining repurchased shares as treasury shares, if it did so, any such shares repurchased would be in addition to any
shares repurchased under the Currently Approved Program.
Contractual obligations—At December 31, 2015, our contractual obligations stated at face value, were as follows:
Contractual obligations
Debt
Interest on debt
Capital lease obligation (a)
Plea Agreement obligations
Operating lease obligations
Purchase obligations
Total (b)
Total
For the years ending December 31,
2016
2017 - 2018 2019 - 2020 Thereafter
$
7,918
4,452
974
120
121
2,964
$ 16,549
$
$
1,063
489
71
60
15
968
2,666
(in millions)
$
1,724 $
784
143
60
25
608
$
3,344 $
900
677
144
—
19
1,388
3,128
$
$
4,231
2,502
616
—
62
—
7,411
Includes scheduled installments of principal and imputed interest on our capital lease obligation.
(a)
(b) As of December 31, 2015, our defined benefit pension and other postretirement plans represented an aggregate liability of $407 million, representing
the aggregate projected benefit obligation, net of the aggregate fair value of plan assets. The carrying amount of this liability is affected by net
periodic benefit costs, funding contributions, participant demographics, plan amendments, significant current and future assumptions, and returns on
plan assets. Due to the uncertainties resulting from these factors and since the carrying amount is not representative of future liquidity requirements,
we have excluded this amount from the contractual obligations presented in the table above. See “—Pension Plans and Other Postretirement
Benefit Plans” and Notes to Consolidated Financial Statements—Note 13—Postemployment Benefit Plans.
As of December 31, 2015, our unrecognized tax benefits related to uncertain tax positions, net of prepayments, represented a liability of $405 million.
Due to the high degree of uncertainty regarding the timing of future cash outflows associated with the liabilities recognized in this balance, we are
unable to make reasonably reliable estimates of the period of cash settlement with the respective taxing authorities, and we have excluded this
amount from the contractual obligations presented in the table above. See Notes to Consolidated Financial Statements—Note 6—Income Taxes.
AR-46
Other commercial commitments—We have other commercial commitments that we are contractually obligated to fulfill with
cash under certain circumstances. These commercial commitments include standby letters of credit and surety bonds that guarantee our
performance as it relates to our drilling contracts, insurance, customs, tax and other obligations in various jurisdictions. Standby letters of
credit are issued under a number of committed and uncommitted bank credit facilities. The obligations that are the subject of these
standby letters of credit and surety bonds are primarily geographically concentrated in Nigeria and India. Obligations under these standby
letters of credit and surety bonds are not normally called, as we typically comply with the underlying performance requirement.
At December 31, 2015, these obligations stated in U.S. dollar equivalents and their time to expiration were as follows:
Other commercial commitments
Standby letters of credit
Surety bonds
Total
For the years ended December 31,
Total
2016
2017 - 2018
(in millions)
2019 - 2020
Thereafter
$
$
153
30
183
$
$
114
6
120
$
$
39
24
63
$
$
— $
—
— $
—
—
—
We have established a wholly owned captive insurance company to insure various risks of our operating subsidiaries. Access to
the cash investments of the captive insurance company may be limited due to local regulatory restrictions. At December 31, 2015, the
cash investments held by the captive insurance company totaled $192 million, and the amount of such cash investments is expected to
range from $100 million to $225 million by December 31, 2016. The amount of actual cash investments held by the captive insurance
company varies, depending on the amount of premiums paid to the captive insurance company, the timing and amount of claims paid by
the captive insurance company, and the amount of dividends paid by the captive insurance company.
Derivative instruments
Our board of directors has approved policies and procedures for derivative instruments that require the approval of our Chief
Financial Officer prior to entering into any derivative instruments. From time to time, we may enter into a variety of derivative instruments
in connection with the management of our exposure to fluctuations in interest rates or currency exchange rates. We do not enter into
derivative transactions for speculative purposes; however, we may enter into certain transactions that do not meet the criteria for hedge
accounting. See Notes to Consolidated Financial Statements—Note 12—Derivatives and Hedging and Note 25—Subsequent Events.
Pension Plans and Other Postretirement Benefit Plans
Overview—In connection with actions taken by us prior to December 31, 2015, benefits under all of our remaining U.S. defined
benefit pension plans had ceased accruing or were scheduled to cease accruing by March 31, 2016. We will continue to maintain the
respective pension obligations under such plans until they have been fully satisfied. As of December 31, 2015, we maintained one funded
qualified benefit plan, which primarily covers employees on the U.S. payroll that work outside of the U.S., that will cease to accrue benefits,
effective March 31, 2016. Effective January 1, 2015, we formalized amendments to cease accruing benefits under our funded qualified
defined benefit pension plan, which previously covered substantially all of our U.S. employees, and a supplemental benefit plan, which
previously provided certain eligible employees with benefits in excess of those allowed under the funded qualified defined benefit plan. We
also maintain one funded and two unfunded defined benefit plans that had previously ceased accruing benefits. We refer to these plans,
collectively, as the “U.S. Plans.”
As of December 31, 2015, we maintain a defined benefit plan in the U.K. (the “U.K. Plan”), which covers certain current and
former employees in the U.K. In January 2016, we and the plan trustees mutually agreed to cease accruing benefits under the U.K. Plan,
effective March 31, 2016. We also maintain six funded and two unfunded defined benefit plans, primarily group pension schemes with life
insurance companies, which cover certain eligible Norway employees and former employees (the “Norway Plans”). Additionally, we
maintain certain unfunded defined benefit plans that provide retirement and severance benefits for certain eligible Nigerian and Indonesian
employees. We also previously maintained an end-of-service benefit plan for certain of our Egyptian employees, for which we satisfied all
obligations in the year ended December 31, 2015. We refer to the U.K. Plan, the Norway Plans and the plans in Nigeria, Indonesia and
Egypt, collectively, as the “Non-U.S. Plans.”
We refer to the U.S. Plans and the Non-U.S. Plans, collectively, as the “Transocean Plans.” Additionally, we have several
unfunded contributory and noncontributory other postretirement employee benefit plans (the “OPEB Plans”) covering substantially all of our
U.S. employees. On August 25, 2015, we announced amendments to our OPEB Plans that provide for declining benefits to eligible
participants during a phase-out period ending December 31, 2025.
AR-47
The following table presents the amounts and weighted-average assumptions associated with the U.S. Plans, the
Non-U.S. Plans and the OPEB Plans.
Year ended December 31, 2015
Year ended December 31, 2014
Net periodic benefit costs (a)
Other comprehensive income (loss) (b)
Employer contributions
At end of period:
Accumulated benefit obligation
Projected benefit obligation
Fair value of plan assets
Funded status
Accumulated comprehensive income (loss) (b)
Weighted-Average Assumptions
-Net periodic benefit costs
Discount rate (c)
Long-term rate of return (d)
Compensation trend rate (c)
Health care cost trend rate-initial
Health care cost trend rate-ultimate (e)
-Benefit obligations
Discount rate (c)
Compensation trend rate (c)
U.S.
Plans
Non-U.S.
Plans
OPEB
Plans
$
$
$
(3)
(20)
13
$ 1,523
1,523
1,198
(325)
(281)
$
$
30
80
21
458
502
439
(63)
(119)
(1)
29
5
24
24
—
(24)
25
U.S.
Plans
Non-U.S.
Plans
OPEB
Plans
$
Total
26
89
39
$
37
(63)
43
$ 2,005
2,049
1,637
(412)
(375)
$ 1,588
1,592
1,271
(321)
(261)
$
$
$
$
36
(85)
56
553
629
488
(141)
(199)
2 $
(5)
2
Total
75
(153)
101
59
59
—
(59)
(4)
$ 2,200
2,280
1,759
(521)
(464)
4.16 %
7.79 %
0.21 %
n/a
n/a
3.26 %
5.93 %
3.83 %
n/a
n/a
3.86 %
n/a
n/a
7.81 %
5.00 %
3.95 %
7.33 %
1.04 %
7.81 %
5.00 %
5.04 %
7.18 %
4.13 %
n/a
n/a
4.41 %
6.07 %
4.25 %
n/a
n/a
4.54 %
n/a
n/a
7.81 %
5.00 %
4.85 %
6.88 %
4.16 %
7.81 %
5.00 %
4.55 %
3.82 %
3.59 %
3.77 %
3.13 %
n/a
4.30 %
3.79 %
4.15 %
3.82 %
3.13 %
3.72 %
3.86 %
n/a
3.86 %
3.74 %
“n/a” means not applicable.
(a)
In the years ended December 31, 2015 and 2014, net periodic benefit costs were reduced by expected returns of $115 million and $103 million,
respectively, from plan assets.
(b) Amounts presented before tax.
(c) Weighted-average based on relative average projected benefit obligation for the year.
(d) Weighted-average based on relative average fair value of plan assets for the year.
(e) Ultimate health care trend rate is expected to be reached in 2023.
Net periodic benefit cost—In the year ended December 31, 2015, net periodic benefit costs decreased $49 million and, in the
year ending December 31, 2016, we expect net periodic benefit costs to decrease by approximately $25 million, primarily as a result of our
decision to cease accruing benefits under the U.S. Plans.
Plan assets—We review our investment policies at least annually and our plan assets and asset allocations at least quarterly to
evaluate performance relative to specified objectives. In determining our asset allocation strategies for the U.S. Plans, we review results of
regression models to assess the most appropriate target allocation for each plan, given the plan’s status, demographics, and duration. For
the U.K. Plan, the plan trustees establish the asset allocation strategies consistent with the regulations of the U.K. pension regulators and
in consultation with financial advisors and company representatives. Investment managers for the U.S. Plans and the U.K. Plan are given
established ranges within which the investments may deviate from the target allocations. For the Norway Plans, we establish minimum
returns under the terms of investment contracts with insurance companies.
In the year ended December 31, 2015, plan assets of the funded Transocean Plans were favorably impacted by improvements in
world equity markets, given the allocation of approximately 50 percent of plan assets to equity securities. To a lesser extent, plan assets
allocated to debt securities and other investments also experienced better than expected gains. In the year ended December 31, 2015,
the fair value of the investments in the funded Transocean Plans decreased by $122 million, or seven percent, due to the following:
(a) approximately $74 million resulting from funding contributions, net of benefits paid, (b) approximately $39 million resulting from currency
appreciation in connection with our funded Non-U.S. Plans, and (c) approximately $9 million resulting from investment returns.
Funding contributions—We review the funded status of our plans at least annually and contribute an amount at least equal to
the minimum amount required. For the funded U.S. Plans, we contribute an amount at least equal to that required by the Employee
Retirement Income Security Act of 1974 (“ERISA”) and the Pension Protection Act of 2006 (“PPA”). We use actuarial computations to
establish the minimum contribution required under ERISA and PPA and the maximum deductible contribution allowed for income tax
purposes. For the funded U.K. Plan, we contribute an amount, as mutually agreed with the plan trustees, based on actuarial
recommendations. For the funded Norway Plans, we contribute an amount determined by the plan trustee based on Norwegian pension
laws. For the unfunded Transocean Plans and OPEB Plans, we generally fund benefit payments for plan participants as incurred. We
fund our contributions to the Transocean Plans and the OPEB Plans using cash flows from operations.
AR-48
In
the year ended December 31, 2015, we contributed $39 million and participants contributed $4 million
the
Transocean Plans and the OPEB Plans. In the year ended December 31, 2014, we contributed $101 million and participants contributed
$3 million to the Transocean Plans and the OPEB Plans.
to
For the year ending December 31, 2016, we expect to contribute $52 million to the Transocean Plans and $3 million to the
OPEB Plans. These estimated contributions for the Transocean Plans are comprised of $45 million to meet the funding requirements for
the funded Non-U.S. Plans, and approximately $7 million to fund expected benefit payments for the unfunded U.S. Plans and unfunded
Non-U.S. Plans.
Benefit payments—Our projected benefit payments for the Transocean Plans and the OPEB Plans are as follows (in millions):
Years ending December 31,
2016
2017
2018
2019
2020
2021 - 2025
Contingencies and Uncertainties
Macondo well incident
U.S.
Plans
Non-U.S.
Plans
OPEB
Plans
Total
$
$
58
62
66
70
73
407
$
12
9
9
10
11
88
3 $
3
3
3
3
12
73
74
78
83
87
507
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 off the coast of Louisiana. At the time of the explosion, Deepwater Horizon was contracted to an affiliate of BP plc
(together with its affiliates, “BP”). Litigation commenced shortly after the incident, and most claims against us were consolidated by the
U.S. Judicial Panel on Multidistrict Litigation and transferred to the MDL Court. A significant portion of the contingencies arising from the
Macondo well incident has now been resolved as a result of settlements with the DOJ, BP, the PSC and the States. We believe the
remaining most notable claims against us arising from the Macondo well incident are the potential settlement class opt-outs from the PSC
Settlement Agreement. We can provide no assurance as to the outcome of the remaining claims arising from the Macondo well incident,
the timing of any upcoming appeal or further rulings, or that we will not enter into additional settlements as to some or all of the remaining
matters related to the Macondo well incident. See Notes to Consolidated Financial Statements—Note 14—Commitments and
Contingencies.
Tax matters
We are a Swiss corporation, and we operate through our various subsidiaries in a number of countries throughout the world. 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.
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 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.
We file federal and local tax returns in several jurisdictions throughout the world. 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. We are
also defending against tax-related claims in courts, including our ongoing civil trial in Norway. In January 2016, the Norwegian authorities
formally and unconditionally dropped all criminal charges against our subsidiaries and the two employees of our former external advisors
and our former external Norwegian attorney. As a result, no criminal charges remain outstanding for any of the previously reported
Norway tax investigations or trials and all our subsidiaries and external advisors have been fully acquitted of all criminal charges.
While we cannot predict or provide assurance as to the final outcome of these proceedings, we do not expect the ultimate liability
to have a material adverse effect on our consolidated statement of financial position or results of operations, although it may have a
material adverse effect on our consolidated cash flows.
See Notes to Consolidated Financial Statements—Note 6—Income Taxes and Note 25—Subsequent Events.
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Regulatory matters
For a description of regulatory and environmental matters relating to the Macondo well incident, please see “—Macondo well
incident.”
Other matters
In addition, from time to time, we receive inquiries from governmental regulatory agencies regarding our operations around the
world, including inquiries with respect to various tax, environmental, regulatory and compliance matters. To the extent appropriate under
the circumstances, we investigate such matters, respond to such inquiries and cooperate with the regulatory agencies.
Off-Balance Sheet Arrangements
We had no off-balance sheet arrangements as of December 31, 2015.
Related Party Transactions
As of December 31, 2015, we did not have any material related party transactions that were not in the ordinary course of
business.
Critical Accounting Policies and Estimates
Overview—We prepared our consolidated financial statements in accordance with accounting principles generally accepted in
the U.S., which require us to make estimates that affect the reported amounts of assets, liabilities, revenues, expenses and related
disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to our allowance
for doubtful accounts, materials and supplies obsolescence, investments, property and equipment, income taxes, defined benefit pension
plans and other postretirement employee benefits, contingent liabilities and share-based compensation. These estimates require
significant judgments and assumptions. We base our estimates on historical experience and on various other assumptions that 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 may differ from these estimates.
We consider the following to be our critical accounting policies and estimates, and we have discussed the development,
selection and disclosure of such policies and estimates with the audit committee of our board of directors. For a discussion of our
significant accounting policies, refer to our Notes to Consolidated Financial Statements—Note 2—Significant Accounting Policies.
Income taxes—We are a Swiss corporation, operating through our various subsidiaries in a number of countries throughout the
world. We have provided for income taxes based upon the tax laws and rates in the countries in which we operate and earn income. The
relationship between the provision for or benefit from income taxes and our income or loss before income taxes can vary significantly from
period to period because the countries in which we operate have taxation regimes that vary with respect to the nominal tax rate and the
availability of deductions, credits and other benefits. Generally, our annual marginal tax rate is lower than our annual effective tax rate.
Consequently, our income tax expense does not change proportionally with our income before income taxes. Variations also arise when
income earned and taxed in a particular country or countries fluctuates from year to year.
Our annual tax provision is based on expected taxable income, statutory rates and tax planning opportunities available to us in
the various jurisdictions in which we operate. The determination of our annual tax provision and evaluation of our tax positions involves
interpretation of tax laws in the various jurisdictions and requires significant judgment and the use of estimates and assumptions regarding
significant future events, such as the amount, timing and character of income, deductions and tax credits. Our tax liability in any given year
could be affected by changes in tax laws, regulations, agreements, and treaties, currency exchange restrictions or our level of operations
or profitability in each jurisdiction. Additionally, we operate in many jurisdictions where the tax laws relating to the offshore drilling industry
are not well developed. Although our annual tax provision is based on the best information available at the time, a number of years may
elapse before the ultimate tax liabilities in the various jurisdictions are determined.
We maintain liabilities for estimated tax exposures in our jurisdictions of operation, and the provisions and benefits resulting from
changes to those liabilities are included in our annual tax provision along with related interest. Tax exposure items include potential
challenges to permanent establishment positions, intercompany pricing, disposition transactions, and withholding tax rates and their
applicability. These exposures are resolved primarily through the settlement of audits within these tax jurisdictions or by judicial means,
but can also be affected by changes in applicable tax law or other factors, which could cause us to revise past estimates. At December 31,
2015, the liability for estimated tax exposures in our jurisdictions of operation was approximately $405 million.
We are currently undergoing examinations in a number of taxing jurisdictions for various fiscal years. We review our liabilities on
an ongoing basis and, to the extent audits or other events cause us to adjust the liabilities accrued in prior periods, we recognize those
adjustments in the period of the event. We do not believe it is possible to reasonably estimate the future impact of changes to the
assumptions and estimates related to our annual tax provision because changes to our tax liabilities are dependent on numerous factors
that cannot be reasonably projected. These factors include, among others, the amount and nature of additional taxes potentially asserted
by local tax authorities; the willingness of local tax authorities to negotiate a fair settlement through an administrative process; the
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impartiality of the local courts; and the potential for changes in the taxes paid to one country that either produce, or fail to produce,
offsetting tax changes in other countries.
We consider the earnings of certain of our subsidiaries to be indefinitely reinvested. As such, we have not provided for taxes on
these unremitted earnings. At December 31, 2015, the amount of indefinitely reinvested earnings was approximately $2.2 billion. Should
we make a distribution from the unremitted earnings of these subsidiaries, we would be subject to taxes payable to various jurisdictions.
We estimate taxes in the range of $200 million to $250 million would be payable upon distribution of all previously unremitted earnings at
December 31, 2015.
We have recognized deferred taxes related to the earnings of certain subsidiaries that are not permanently reinvested or that will
not be permanently reinvested in the future. If facts and circumstances cause us to change our expectations regarding future tax
consequences, the resulting adjustments to our deferred tax balances could have a material effect on our consolidated statement of
financial position, results of operations or cash flows.
Estimates, judgments and assumptions are required in determining whether deferred tax assets will be fully or partially realized.
When it is estimated to be more likely than not that all or some portion of certain deferred tax assets, such as foreign tax credit carryovers
or net operating loss carryforwards, will not be realized, we establish a valuation allowance for the amount of the deferred tax assets that is
considered to be unrealizable. We continually evaluate strategies that could allow for the future utilization of our deferred tax assets.
During the year ended December 31, 2015, in evaluating our future realization of deferred tax assets we took into account plans to
centralize ownership of certain rigs among our subsidiaries, which resulted in utilization of additional deferred tax assets against income
from operations. During the years ended December 31, 2014 and 2013, we did not make any significant changes to our valuation
allowance against deferred tax assets.
See Notes to Consolidated Financial Statements—Note 6—Income Taxes.
Property and equipment—The carrying amount of property and equipment is subject to various estimates, assumptions, and
judgments related to capitalized costs, useful lives and salvage values and impairments. At December 31, 2015 and 2014, the carrying
amount of our property and equipment was $20.8 billion and $21.5 billion, representing 79 percent and 75 percent of our total assets,
respectively.
Capitalized costs—We capitalize costs incurred to enhance, improve and extend the useful lives of our property and equipment
and expense costs incurred to repair and maintain the existing condition of our rigs. For newbuild construction projects, we also capitalize
the initial preparation, mobilization and commissioning costs incurred until the drilling unit is placed into service. Capitalized costs increase
the carrying amounts and depreciation expense of the related assets, which also impact our results of operations.
Useful lives and salvage values—We depreciate our assets using the straight-line method over their estimated useful lives after
allowing for salvage values. We estimate useful lives and salvage values by applying judgments and assumptions that reflect both
historical experience and expectations regarding future operations, rig utilization and asset performance. Useful lives and salvage values
of rigs are difficult to estimate due to a variety of factors, including (a) technological advances that impact the methods or cost of oil and
gas exploration and development, (b) changes in market or economic conditions, and (c) changes in laws or regulations affecting the
drilling industry. Applying different judgments and assumptions in establishing the useful lives and salvage values would likely result in
materially different net carrying amounts and depreciation expense for our assets. We reevaluate the remaining useful lives and salvage
values of our rigs when certain events occur that directly impact the useful lives and salvage values of the rigs, including changes in
operating condition, functional capability and market and economic factors. When evaluating the remaining useful lives of rigs, we also
consider major capital upgrades required to perform certain contracts and the long-term impact of those upgrades on future marketability.
At December 31, 2015, a hypothetical one-year increase in the useful lives of all of our rigs would cause a decrease in our annual
depreciation expense of approximately $41 million and a hypothetical one-year decrease would cause an increase in our annual
depreciation expense of approximately $61 million.
Long-lived asset impairment—We review our property and equipment for impairment when events or changes in circumstances
indicate that the carrying amounts of our assets held and used may not be recoverable or when carrying amounts of assets held for sale
exceed fair value less cost to sell. Potential impairment indicators include rapid declines in commodity prices and related market
conditions, declines in dayrates or utilization, cancellations of contracts or credit concerns of multiple customers. During periods of
oversupply, we may idle or stack rigs for extended periods of time or we may elect to sell certain rigs for scrap, which could be an
indication that an asset group may be impaired since supply and demand are the key drivers of rig utilization and our ability to contract our
rigs at economical rates. Our rigs are mobile units, equipped to operate in geographic regions throughout the world and, consequently, we
may move rigs from an oversupplied market sector to a more lucrative and undersupplied market sector when it is economical to do so.
Many of our contracts generally allow our customers to relocate our rigs from one geographic region to another, subject to certain
conditions, and our customers utilize this capability to meet their worldwide drilling requirements. Accordingly, our rigs are considered to
be interchangeable within classes or asset groups, and we evaluate impairment by asset group. We consider our asset groups to be
ultra-deepwater floaters, Transocean Partners ultra-deepwater floaters, harsh environment floaters, deepwater floaters, midwater floaters,
and high-specification jackups.
We assess recoverability of assets held and used by projecting undiscounted cash flows for the asset group being evaluated.
When the carrying amount of the asset group is determined to be unrecoverable, we recognize an impairment loss, measured as the
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amount by which the carrying amount of the asset group exceeds its estimated fair value. To estimate the fair value of each asset group,
we apply a variety of valuation methods, incorporating income, market and cost approaches. We may weight the approaches, under
certain circumstances, when relevant data is limited, when results are inconclusive or when results deviate significantly. Our estimate of
fair value generally requires us to use significant unobservable inputs, representative of a Level 3 fair value measurement, including
assumptions related to the long-term future performance of our asset groups, such as projected revenues and costs, dayrates, rig
utilization and revenue efficiency. These projections involve uncertainties that rely on assumptions about demand for our services, future
market conditions and technological developments. Because our business is cyclical in nature, the results of our impairment testing are
expected to vary significantly depending on the timing of the assessment relative to the business cycle. Altering either the timing of or the
assumptions used to estimate fair value and significant unanticipated changes to the assumptions could materially alter an outcome that
could otherwise result in an impairment loss. Given the nature of these evaluations and their application to specific asset groups and
specific time periods, it is not possible to reasonably quantify the impact of changes in these assumptions.
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, experienced further declines in projected
dayrates and utilization partly caused by more technologically advanced drilling units aggressively competing with less capable drilling
units. During the three months ended June 30, 2015, we identified additional indicators that the asset groups in our contract drilling
services reporting unit may not be recoverable. Such indicators included additional customer suspensions of drilling programs and
cancellations of contracts, and further reduction in the number of new contract opportunities, resulting in reduced dayrate fixtures. Our
midwater floater asset group, specifically, experienced further declines in projected dayrates and utilization as drilling activity has sharply
declined in the United Kingdom (“U.K.”) and Norwegian North Sea, which has accelerated the marginalization of some of the less capable
drilling units in this asset group. As a result of our testing, we determined that the carrying amounts of the deepwater floater and the
midwater floater asset groups were impaired. In the year ended December 31, 2015, we recognized a loss of $507 million ($481 million,
net of tax, and $668 million ($654 million, net of tax), associated with the impairment of the deepwater floater asset group and the midwater
floater asset group, respectively, including a loss of $52 million associated with construction in progress. In each case, 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 estimates 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.
During the year ended December 31, 2014, we identified indicators that our asset groups in our contract drilling services
reporting unit may be impaired as a result of recent market developments, including recent low dayrate fixtures, partly caused by more
technologically advanced drilling units competing with less capable drilling units, and projected declines in dayrates and utilization,
particularly for the deepwater floater asset group. We conducted testing for impairment, and as a result, we determined that the carrying
amount of the deepwater floater asset group exceeded its fair value. In the year ended December 31, 2014, we recognized a loss of
$788 million ($693 million, net of tax) associated with the impairment of these long-lived assets. Our estimates 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.
See Notes to Consolidated Financial Statements—Note 5 Impairments.
Contingencies—We perform assessments of our contingencies on an ongoing basis to evaluate the appropriateness of our
liabilities and disclosures for such contingencies. We establish liabilities for estimated loss contingencies when we believe a loss is
probable and the amount of the probable loss can be reasonably estimated. We recognize corresponding assets for loss contingencies
that we believe are probable of being recovered through insurance. Once established, we adjust the carrying amount of a contingent
liability upon the occurrence of a recognizable event when facts and circumstances change, altering our previous assumptions with respect
to the likelihood or amount of loss. We recognize liabilities for legal costs as they are incurred, and we recognize a corresponding asset for
those legal costs only if we expect such legal costs to be recovered through insurance. Our estimates involve a significant amount of
judgement. Actual results may differ from our estimates.
We have recognized a liability for estimated loss contingencies associated with litigation and investigations resulting from the
Macondo well incident that we believe are probable and for which a reasonable estimate can be made. The litigation and investigations
also give rise to certain loss contingencies that we believe are reasonably possible. Although we have not recognized a liability for such
loss contingencies, these contingencies could increase the liabilities we ultimately recognize. As of December 31, 2015 and 2014, the
liability for estimated loss contingencies that we believe are probable and for which a reasonable estimate can be made was $250 million
and $426 million, respectively, recorded in other current liabilities.
See Notes to Consolidated Financial Statements—Note 14—Commitments and Contingencies.
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Pension and other postretirement benefits—We use a January 1 measurement date for net periodic benefit costs and a
December 31 measurement date for projected benefit obligations and plan assets. We measure our pension liabilities and related net
periodic benefit costs using actuarial assumptions based on a market-related value of assets that reduces year-to-year volatility. In
applying this approach, we recognize investment gains or losses subject to amortization over a five-year period beginning with the year in
which they occur. Investment gains or losses for this purpose are measured as the difference between the expected and actual returns
calculated using the market-related value of assets. If gains or losses exceed 10 percent of the greater of plan assets or plan liabilities, we
amortize such gains or losses over the average expected future service period of the employee participants. Actual results may differ from
these measurements under different conditions or assumptions. Future changes in plan asset returns, assumed discount rates and
various other factors related to the pension plans will impact our future pension obligations and net periodic benefit costs.
Additionally, the pension obligations and related net periodic benefit costs for our defined benefit pension and other
postretirement benefit plans, including retiree life insurance and medical benefits, are actuarially determined and are affected by
assumptions, including long-term rate of return, discount rates, mortality rates, compensation increases, employee turnover rates and
health care cost trend rates. The two most critical assumptions are the long-term rate of return and the discount rate. We periodically
evaluate our assumptions and, when appropriate, adjust the recorded liabilities and expense. Changes in these and other assumptions
used in the actuarial computations could impact our projected benefit obligations, pension liabilities, net periodic benefit costs and other
comprehensive income. See “—Pension Plans and Other Postretirement Benefit Plans.”
Long-term rate of return—We develop our assumptions regarding the estimated rate of return on plan assets based on historical
experience and projected long-term investment returns, considering each plan’s target asset allocation and long-term asset class expected
returns. We regularly review our actual asset allocation and periodically rebalance plan assets as appropriate. At December 31, 2015, a
hypothetical percentage point decrease of the expected long-term rate of return assumption would result in an increase to net periodic
benefit costs of approximately $16 million.
Discount rate—As a basis for determining the discount rate, we utilize a yield curve approach based on Aa-rated corporate
bonds and the expected timing of future benefit payments. At December 31, 2015, a hypothetical one-half percentage point decrease of
the discount rate would result in an increase to net periodic benefit costs of approximately $2 million.
See Notes to Consolidated Financial Statements—Note 13—Postemployment Benefit Plans.
New Accounting Pronouncements
For a discussion of the new accounting pronouncements that have had or are expected to have an effect on our consolidated
financial statements, see Notes to Consolidated Financial Statements—Note 3—New Accounting Pronouncements.
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Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Overview—We are exposed to interest rate risk and currency exchange rate risk, primarily associated with our restricted cash
investments, our long-term and short-term debt and our derivative instruments. For our restricted cash investments and debt instruments,
the following table presents the principal cash flows and related weighted-average interest rates by contractual maturity date. For our
derivative instruments, the following table presents the notional amounts and weighted-average interest rates by contractual maturity
dates. The information is stated in U.S. dollar equivalents. The instruments are denominated in either U.S. dollars or Norwegian kroner,
as indicated. The following table presents information for the years ending December 31 (in millions, except interest rate percentages):
Restricted cash investments
Fixed rate (NOK)
Average interest rate
Debt
Fixed rate (USD)
Average interest rate
Fixed rate (NOK)
Average interest rate
Interest rate swaps
Fixed to variable (USD)
Average receive rate
Average pay rate
2016
2017
2018
2019
2020
Thereafter Total
Fair Value
Scheduled Maturity Date (a)
$
$
88
4.15 %
$
88
4.15 %
41
4.15 %
$ —
$ —
— %
— %
$ —
$
— %
217 $
223
$ 1,000
$
5.85 %
89
4.15 %
$
$
598
3.22 %
88
4.15 %
$ 1,055
$
$
6.36 %
40
4.15 %
$
32
7.76 %
935
6.55 %
$ —
$ —
— %
— %
$ 4,672
$ 8,292
$ 6,068
$ —
6.79 %
$
— %
217 $
223
$ —
$ —
$
— %
— %
— %
— %
750
6.00 %
5.09 %
$ —
$ —
— %
— %
— %
— %
$ —
$
— %
— %
750 $
2
_______________________________
(a) Expected maturity amounts are based on the face value of debt.
Interest rate risk—At December 31, 2015 and 2014, the notional amount of our variable-rate instruments was approximately
$750 million and $1.5 billion, which represented nine percent and 15 percent of the aggregate principal amount of our total debt,
respectively, including the effect of our hedging activities. At December 31, 2015 and 2014, we were exposed to the variable interest rates
associated with our interest rate swaps. Based upon variable-rate notional amounts outstanding as of December 31, 2015 and 2014, a
hypothetical one percentage point change in annual interest rates would result in a corresponding change in annual interest expense of
approximately $8 million and $15 million, respectively.
At December 31, 2015 and 2014, the fair value of our debt was $6.3 billion and $9.8 billion, respectively. During the year ended
December 31, 2015, the fair value of our debt decreased by $3.5 billion due to the following: (a) a decrease of approximately $1.5 billion
resulting from the repurchase or redemption of $1.5 billion aggregate principal amount of debt and (b) a decrease of approximately
$2.0 billion resulting from the reduced fair value of our outstanding debt.
A large portion of our cash investments is subject to variable interest rates and would earn commensurately higher rates of return
if interest rates increase. Based upon the amounts of our cash investments as of December 31, 2015 and 2014, a hypothetical
one percentage point change in interest rates would result in a corresponding change in annual interest income of approximately
$23 million and $26 million, respectively.
Currency exchange rate risk—We are exposed to currency exchange rate risk associated with our international operations and
with some of our long-term and short-term debt. We may engage in hedging activities to mitigate our exposure to currency exchange risk
in certain instances through the use of currency exchange derivative instruments, including forward exchange contracts, or spot
purchases. A forward exchange contract obligates us to exchange predetermined amounts of specified currencies at a stated exchange
rate on a stated date or to make a U.S. dollar payment equal to the value of such exchange.
For our international operations, our primary currency exchange rate risk management strategy involves structuring customer
contracts to provide for payment in both U.S. dollars, which is our functional currency, and local currency. The payment portion
denominated in local currency is based on our anticipated local currency needs over the contract term. Due to various factors, including
customer acceptance, local banking laws, other statutory requirements, local currency convertibility and the impact of inflation on local
costs, actual local currency needs may vary from those anticipated in the customer contracts, resulting in partial exposure to currency
exchange rate risk. The effect of fluctuations in currency exchange rates caused by our international operations generally has not had a
material impact on our overall operating results. In situations where local currency receipts do not equal local currency requirements, we
may use currency exchange derivative instruments, including forward exchange contracts, or spot purchases, to mitigate our currency
exchange risk.
At December 31, 2015, we had NOK 1.9 billion aggregate principal amount of debt obligations, all of which were secured by a
corresponding amount of restricted cash investments that were also denominated in Norwegian kroner. These corresponding restricted
cash investments form an economic hedge of our exposure to currency exchange rate risk associated with these debt obligations.
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Item 8.
Financial Statements and Supplementary Data
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management of Transocean Ltd. (the “Company” or “our”) is responsible for establishing and maintaining adequate internal
control over financial reporting for the Company as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934.
The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and board of
directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with
United States (“U.S.”) generally accepted accounting principles.
Internal control over financial reporting includes the controls themselves, monitoring (including internal auditing practices), and
actions taken to correct deficiencies as identified.
There are inherent limitations to the effectiveness of internal control over financial reporting, however well designed, including the
possibility of human error and the possible circumvention or overriding of controls. The design of an internal control system is also based
in part upon assumptions and judgments made by management about the likelihood of future events, and there can be no assurance that
an internal control will be effective under all potential future conditions. As a result, even an effective system of internal controls can
provide no more than reasonable assurance with respect to the fair presentation of financial statements and the processes under which
they were prepared.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015. In
making this assessment, management used the criteria for internal control over financial reporting described in Internal Control-Integrated
Framework, as published in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s
assessment included an evaluation of the design of the Company’s internal control over financial reporting and testing of the operating
effectiveness of its internal control over financial reporting.
Management reviewed the results of its assessment with the audit committee of the Company’s board of directors. Based on
this assessment, management has concluded that, as of December 31, 2015, the Company’s internal control over financial reporting was
effective.
The Company’s independent auditors, Ernst & Young LLP, a registered public accounting firm, are appointed by the audit
committee of the Company’s board of directors, subject to ratification by our shareholders. Ernst & Young LLP has audited and reported
on the consolidated financial statements of Transocean Ltd. and Subsidiaries, and the Company’s internal control over financial reporting.
The reports of the independent auditors are contained in this annual report.
AR-55
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of Transocean Ltd.
We have audited Transocean Ltd. and subsidiaries’ internal control over financial reporting as of December 31, 2015, based on
criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (2013 framework) (the COSO criteria). Transocean Ltd. and subsidiaries’ management is responsible for maintaining
effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting
included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an
opinion on the company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over
financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe
that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Transocean Ltd. and subsidiaries maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2015, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of Transocean Ltd. and subsidiaries as of December 31, 2015 and 2014, and the related consolidated
statements of operations, comprehensive income (loss), equity, and cash flows for each of the three years in the period ended
December 31, 2015, and our report dated February 24, 2016 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Houston, Texas
February 24, 2016
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders of Transocean Ltd.
We have audited the accompanying consolidated balance sheets of Transocean Ltd. and subsidiaries (the “Company”) as of
December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income (loss), equity, and cash
flows for each of the three years in the period ended December 31, 2015. Our audits also included the financial statement schedule listed
in the Index at Item 15(a). These financial statements and schedule are the responsibility of the Company's Board of Directors and
management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position
of Transocean Ltd. and subsidiaries at December 31, 2015 and 2014, and the consolidated results of their operations and their cash flows
for each of the three years in the period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also,
in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
Transocean Ltd. and subsidiaries’ internal control over financial reporting as of December 31, 2015, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework) and our report dated February 24, 2016 expressed an unqualified opinion thereon.
/s/ Ernst & Young LLP
Houston, Texas
February 24, 2016
AR-57
Ernst & Young Ltd
Maagplatz 1
P.O. Box
CH-8010 Zurich
Phone
Fax
www.ey.com/ch
+41 58 286 86 86
+41 58 286 86 00
To the General Meeting of
Transocean Ltd., Steinhausen
Zurich, February 24, 2016
Report of the statutory auditor on the consolidated financial statements
As statutory auditor, we have audited the consolidated financial statements of Transocean Ltd. and Subsidiaries, which comprise the
consolidated balance sheets as of December 31, 2015 and 2014 and the related consolidated statements of operations, comprehensive
income (loss), equity, cash flows, and notes thereto for each of the three years in the period ended December 31, 2015 (pages AR-59 to
AR-106).
Board of Directors’ responsibility
The Board of Directors is responsible for the preparation of the consolidated financial statements in accordance with accounting principles
generally accepted in the United States and the requirements of Swiss law. This responsibility includes designing, implementing and
maintaining an internal control system relevant to the preparation of consolidated 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 consolidated financial statements based on our audit. We conducted our audit in
accordance with Swiss law, Swiss Auditing Standards and the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial
statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of
the consolidated 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 and fair presentation of the consolidated 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 consolidated 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 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial
position of Transocean Ltd. and Subsidiaries at December 31, 2015 and 2014, and the consolidated results of their operations and their
cash flows for each of the three years in the period ended December 31, 2015, in conformity with accounting principles generally accepted
in the United States and comply with Swiss law.
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 consolidated financial statements according to the instructions of the Board of Directors.
We recommend that the consolidated financial statements submitted to you be approved.
Ernst & Young Ltd
/s/ Jolanda Dolente
Licensed audit expert
(Auditor in charge)
/s/ Jennifer Mathias
Certified public accountant
AR-58
TRANSOCEAN LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
Operating revenues
Contract drilling revenues
Other revenues
Costs and expenses
Operating and maintenance
Depreciation
General and administrative
Loss on impairment
Gain (loss) on disposal of assets, net
Operating income (loss)
Other income (expense), net
Interest income
Interest expense, net of amounts capitalized
Other, net
Income (loss) from continuing operations before income tax expense
Income tax expense
Income (loss) from continuing operations
Income (loss) from discontinued operations, net of tax
Net income (loss)
Net income (loss) attributable to noncontrolling interest
Net income (loss) attributable to controlling interest
Earnings (loss) per share-basic
Earnings (loss) from continuing operations
Earnings (loss) from discontinued operations
Earnings (loss) per share
Earnings (loss) per share-diluted
Earnings (loss) from continuing operations
Earnings (loss) from discontinued operations
Earnings (loss) per share
Weighted-average shares outstanding
Basic
Diluted
Years ended December 31,
2014
2015
2013
$
$
6,802
584
7,386
8,952
222
9,174
$
2,955
963
193
4,111
(1,867)
(28)
1,380
22
(432)
60
(350)
1,030
206
824
2
826
35
791
2.16
—
2.16
2.16
—
2.16
363
363
$
$
$
$
$
5,110
1,139
234
6,483
(4,043)
(26)
(1,378)
39
(483)
22
(422)
(1,800)
146
(1,946)
(20)
(1,966)
(53)
(1,913)
(5.23)
(0.06)
(5.29)
(5.23)
(0.06)
(5.29)
362
362
$
$
$
$
$
$
$
$
$
$
9,070
179
9,249
5,563
1,109
286
6,958
(81)
7
2,217
52
(584)
(29)
(561)
1,656
258
1,398
9
1,407
—
1,407
3.85
0.02
3.87
3.85
0.02
3.87
360
360
See accompanying notes.
AR-59
TRANSOCEAN LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)
Net income (loss)
Net income (loss) attributable to noncontrolling interest
Net income (loss) attributable to controlling interest
Other comprehensive income (loss) before reclassifications
Components of net periodic benefit costs
Loss on derivative instruments
Reclassifications to net income
Components of net periodic benefit costs
(Gain) loss on derivative instruments
Other comprehensive income (loss) before income taxes
Income taxes related to other comprehensive income (loss)
Other comprehensive income (loss)
Other comprehensive income attributable to noncontrolling interest
Other comprehensive income (loss) attributable to controlling interest
Total comprehensive income (loss)
Total comprehensive income (loss) attributable to noncontrolling interest
Total comprehensive income (loss) attributable to controlling interest
Years ended December 31,
2014
2015
2013
$
$
826
35
791
(1,966)
(53)
(1,913)
$
1,407
—
1,407
63
—
23
—
86
(16)
70
—
70
(170)
—
17
(2)
(155)
13
(142)
—
(142)
198
(5)
49
18
260
2
262
3
259
896
35
861
$
(2,108)
(53)
(2,055)
$
1,669
3
1,666
$
See accompanying notes.
AR-60
December 31,
2015
2014
$
2,339
$
1,343
36
635
8
340
84
4,785
26,274
(5,456)
20,818
316
410
26,329
448
82
1,093
1,046
2,669
7,397
339
1,108
8,844
$
$
$
$
2,635
2,084
36
818
25
114
128
5,840
28,516
(6,978)
21,538
360
833
28,571
784
131
1,032
1,822
3,769
9,019
436
1,354
10,809
8
11
5,193
5,739
(240)
4,140
(334)
14,498
310
14,808
26,329
$
5,169
5,797
(240)
3,349
(404)
13,671
311
13,982
28,571
$
TRANSOCEAN LTD. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In millions, except share data)
Assets
Cash and cash equivalents
Accounts receivable, net
Trade
Other
Materials and supplies, net
Assets held for sale
Restricted cash
Other current assets
Total current assets
Property and equipment
Less accumulated depreciation
Property and equipment, net
Deferred income taxes, net
Other assets
Total assets
Liabilities and equity
Accounts payable
Accrued income taxes
Debt due within one year
Other current liabilities
Total current liabilities
Long-term debt
Deferred income taxes, net
Other long-term liabilities
Total long-term liabilities
Commitments and contingencies
Redeemable noncontrolling interest
Shares, CHF 15.00 par value, 396,260,487 authorized, 167,617,649 conditionally authorized, 373,830,649 issued
at December 31, 2015 and 2014 and 364,035,397 and 362,279,530 outstanding at December 31, 2015 and
2014, respectively.
Additional paid-in capital
Treasury shares, at cost, 2,863,267 held at December 31, 2015 and 2014
Retained earnings
Accumulated other comprehensive loss
Total controlling interest shareholders’ equity
Noncontrolling interest
Total equity
Total liabilities and equity
See accompanying notes.
AR-61
TRANSOCEAN LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(In millions)
Years ended December 31,
2014
2013
Quantity
2015
Years ended December 31,
2014
2013
2015
Amount
Shares
Balance, beginning of period
Issuance of shares under share-based compensation plans
Balance, end of period
Additional paid-in capital
Balance, beginning of period
Share-based compensation
Issuance of shares under share-based compensation plans
Reclassification of obligation for distribution of qualifying additional paid-in capital
Allocated capital for transactions with holders of noncontrolling interest
Other, net
Balance, end of period
Treasury shares, at cost
Balance, beginning of period
Balance, end of period
Retained earnings
Balance, beginning of period
Net income (loss) attributable to controlling interest
Balance, end of period
Accumulated other comprehensive loss
Balance, beginning of period
Other comprehensive income (loss) attributable to controlling interest
Balance, end of period
Total controlling interest shareholders’ equity
Balance, beginning of period
Total comprehensive income (loss) attributable to controlling interest
Share-based compensation
Issuance of shares under share-based compensation plans
Reclassification of obligation for distribution of qualifying additional paid-in capital
Allocated capital for transactions with holders of noncontrolling interest
Other, net
Balance, end of period
Noncontrolling interest
Balance, beginning of period
Total comprehensive income (loss) attributable to noncontrolling interest
Sale of noncontrolling interest, net of issue costs
Reacquired noncontrolling interest
Distributions to holders of noncontrolling interest
Allocated capital for transactions with holders of noncontrolling interest
Balance, end of period
Total equity
Balance, beginning of period
Total comprehensive income (loss)
Share-based compensation
Issuance of shares under share-based compensation plans
Reclassification of obligation for distribution of qualifying additional paid-in capital
Sale of noncontrolling interest, net of issue costs
Reacquired noncontrolling interest
Distributions to holders of noncontrolling interest
Other, net
Balance, end of period
362
2
364
361
1
362
360 $
1
361 $
5,169 $
24
5,193 $
5,147
22
5,169
$
$
$
$
$
$
$
$
$
$
$
$
5,130
17
5,147
7,521
113
(34)
(808)
(6)
(2)
6,784
5,797 $
67
(24)
(109)
9
(1)
5,739 $
6,784
98
(21)
(1,088)
33
(9)
5,797
(240) $
(240) $
(240) $
(240) $
(240)
(240)
3,349 $
791
4,140 $
5,262
(1,913)
3,349
$
$
3,855
1,407
5,262
(404) $
70
(334) $
(262) $
(142)
(404) $
(521)
259
(262)
$ 13,671 $ 16,691
(2,055)
98
1
(1,088)
33
(9)
$ 14,498 $ 13,671
861
67
—
(109)
9
(1)
$ 15,745
1,666
113
(17)
(808)
(6)
(2)
$ 16,691
$
$
311 $
38
—
(1)
(29)
(9)
310 $
(6) $
(62)
417
—
(5)
(33)
311
$
(15)
3
—
—
—
6
(6)
$ 13,982 $ 16,685
(2,117)
98
1
(1,088)
417
—
(5)
(9)
$ 14,808 $ 13,982
899
67
—
(109)
—
(1)
(29)
(1)
$ 15,730
1,669
113
(17)
(808)
—
—
—
(2)
$ 16,685
See accompanying notes.
AR-62
TRANSOCEAN LTD. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
Years ended December 31,
2014
2015
2013
Cash flows from operating activities
Net income (loss)
Adjustments to reconcile to net cash provided by operating activities:
Amortization of drilling contract intangibles
Depreciation
Share-based compensation expense
Loss on impairment
Loss on impairment of assets in discontinued operations
(Gain) loss on disposal of assets, net
(Gain) loss on disposal of assets in discontinued operations, net
Deferred income tax benefit
Other, net
Changes in deferred revenue, net
Changes in deferred expenses, net
Changes in operating assets and liabilities
Net cash provided by operating activities
Cash flows from investing activities
Capital expenditures
Proceeds from disposal of assets, net
Proceeds from disposal of assets in discontinued operations, net
Proceeds from sale of preference shares
Proceeds from repayment of notes and loans receivable
Investment in loans receivable
Other, net
Net cash used in investing activities
Cash flows from financing activities
Repayments of debt
Proceeds from restricted cash investments
Deposits to restricted cash investments
Proceeds from sale of noncontrolling interest
Issue costs for sale of noncontrolling interest
Distributions of qualifying additional paid-in capital
Distributions to holders of noncontrolling interest
Other, net
Net cash used in financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
$
826 $
(1,966) $
1,407
(15)
963
67
1,867
—
28
(1)
(78)
66
(90)
176
(364)
3,445
(2,001)
51
3
—
15
—
—
(1,932)
(1,506)
110
—
—
—
(381)
(29)
(3)
(1,809)
(15)
1,139
98
4,043
—
26
10
(142)
52
106
(48)
(1,083)
2,220
(2,165)
215
35
—
101
(15)
1
(1,828)
(539)
176
(20)
443
(26)
(1,018)
(5)
(11)
(1,000)
(296)
2,635
2,339 $
(608)
3,243
2,635
$
$
(15)
1,109
113
81
14
(7)
(54)
(9)
99
(78)
74
(816)
1,918
(2,238)
174
204
185
17
—
—
(1,658)
(1,692)
298
(119)
—
—
(606)
—
(32)
(2,151)
(1,891)
5,134
3,243
See accompanying notes.
AR-63
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1—Business
Transocean Ltd. (together with its subsidiaries and predecessors, unless the context requires otherwise, “Transocean,” “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 December 31, 2015, we owned or had partial ownership
interests in and operated 60 mobile offshore drilling units, including 27 ultra-deepwater floaters, seven harsh environment floaters,
five deepwater
At December 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.
floaters and 10 high-specification
floaters, 11 midwater
jackups.
On October 29, 2015, shareholders at our extraordinary general meeting 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. See Note 16—Shareholders’ Equity and Note 25—Subsequent Events.
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.
In February 2014, in connection with our efforts to discontinue non-strategic operations, we completed the sale of
Applied Drilling Technology International Limited (“ADTI”), a United Kingdom (“U.K.”) company, which performs drilling management
services in the North Sea. In March 2012, we announced our intent to discontinue drilling management operations in the shallow waters of
the U.S. Gulf of Mexico, upon completion of our then existing contracts. In December 2012, we completed the final project of our drilling
management services operations in the U.S. Gulf of Mexico and discontinued offering our drilling management services in this region. See
Note 7—Discontinued Operations.
Note 2—Significant Accounting Policies
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, property and equipment, assets held for sale, 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
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 consolidated statements of operations. See Note 4—Variable
Interest Entities and Note 15—Noncontrolling interest.
Discontinued operations—Under accounting standards previously in effect, we presented as discontinued operations the
operating results of components of our business that either had been disposed of or were classified as held for sale when both of the
following conditions were met: (a) the operations and cash flows of the component had been or would be eliminated from our ongoing
operations as a result of the disposal transaction and (b) we would not have any significant continuing involvement in the operations of the
disposed component. Under the former accounting standards, we considered a component of our business to be one that comprises
AR-64
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of our
business. See Note 3—New Accounting Pronouncements and Note 7—Discontinued Operations.
Operating revenues and expenses—We recognize operating revenues as they are realized and earned and can be reasonably
measured, based on contractual dayrates, and when collectability is reasonably assured. In connection with drilling contracts, we may
receive revenues for preparation and mobilization of equipment and personnel or for capital improvements to rigs. We defer the revenues
earned and incremental costs incurred that are directly related to contract preparation and mobilization and recognize such revenues and
costs over the primary contract term of the drilling project using the straight-line method. We amortize contract drilling intangible revenues
based on the cash flows projected over the respective contract period and include such revenues in contract drilling revenues on our
consolidated statements of operations (see Note 10—Intangible Liabilities). We amortize, in operating and maintenance costs and
expenses, the fees related to contract preparation and mobilization on a straight-line basis over the estimated firm period of drilling, which
is consistent with the general pace of activity, level of services being provided and dayrates being earned over the life of the contract. For
contractual daily rate contracts, we recognize the losses for loss contracts as such losses are incurred. We recognize the costs of
relocating drilling units without contracts to more promising market sectors as such costs are incurred. Upon completion of drilling
contracts, we recognize in earnings any demobilization fees received and expenses incurred. We defer capital upgrade revenues received
and recognize such revenues over the primary contract term of the drilling project. We depreciate the actual costs incurred for the capital
upgrade on a straight-line basis over the estimated useful life of the asset. We defer the periodic survey and drydock costs incurred in
connection with obtaining regulatory certification to operate our rigs and well control systems on an ongoing basis, and we recognize such
costs over the period until the next survey using the straight-line method.
Our other revenues represent those derived from customer contract terminations and customer reimbursable items. We
recognize revenues from contract terminations as we fulfill our obligations for such terminations and when all contingencies have expired.
We recognize customer reimbursable revenues as we bill our customers for reimbursement of costs associated with certain equipment,
materials and supplies, subcontracted services, employee bonuses and other expenditures, resulting in little or no net effect on operating
income since such recognition is concurrent with the recognition of the respective reimbursable costs in operating and maintenance
expense.
Share-based compensation—For service awards, we recognize compensation expense on a straight-line basis over the
service period through the date the employee or non-employee director is no longer required to provide service to earn the award. For
performance awards with graded vesting conditions, we recognize compensation expense on a straight-line basis over the service period
for each separately vesting portion of the award as if the award was, in substance, multiple awards. We recognize share-based
compensation expense net of a forfeiture rate that we estimate at the time of grant based on historical experience and future expectations,
and we adjust the estimated forfeiture rate, if necessary, in subsequent periods based on actual forfeitures or changed expectations.
To measure the fair values of stock options and stock appreciation rights granted or modified, we use the Black-Scholes-Merton
option-pricing model and apply assumptions for the expected life, risk-free interest rate, dividend yield and expected volatility. The
expected life is based on historical information of past employee behavior regarding exercises and forfeitures of options. The risk-free
interest rate is based upon the published U.S. Treasury yield curve in effect at the time of grant or modification for instruments with a
similar life. The dividend yield is based on our history and expectation of dividend payouts. The expected volatility is based on a blended
rate with an equal weighting of the (a) historical volatility based on historical data for an amount of time approximately equal to the
expected life and (b) implied volatility derived from our at-the-money, long-dated call options. To measure the fair values of granted or
modified service-based restricted share units, we use the market price of our shares on the grant date or modification date. To measure
the fair values of restricted share units that are subject to performance targets, we use the market price of our shares on the measurement
date for the projected number of shares expected to be earned at the end of the performance period. To measure the fair values of
granted or modified restricted share units that are subject to market factors, we use a Monte Carlo simulation model and, in addition to the
assumptions applied for the Black-Scholes-Merton option-pricing model, we apply assumptions using a risk neutral approach and an
average price at the performance start date. The risk neutral approach assumes that all peer group stocks grow at the risk-free rate. The
average price at the performance start date is based on the average stock price for the preceding 30 trading days.
We recognize share-based compensation expense in the same financial statement line item as cash compensation paid to the
respective employees or non-employee directors. We recognize cash flows resulting from the tax deduction benefits for awards in excess
of recognized compensation costs as financing cash flows. In the years ended December 31, 2015, 2014 and 2013, share-based
compensation expense was $67 million, $98 million and $113 million, respectively. In the years ended December 31, 2015, 2014 and
2013, income tax benefit on share-based compensation expense was $11 million, $15 million and $17 million, respectively. See Note 17—
Share-Based Compensation Plans.
Capitalized interest—We capitalize interest costs for qualifying construction and upgrade projects. In the years ended
December 31, 2015, 2014 and 2013, we capitalized interest costs of $140 million, $133 million and $78 million, respectively, for our
construction work in progress.
Foreign currency—We consider the U.S. dollar to be the functional currency for all of our operations since the majority of our
revenues and expenditures are denominated in U.S. dollars, which limits our exposure to currency exchange rate fluctuations. We
recognize foreign currency exchange gains and losses in other, net. In the years ended December 31, 2015, 2014 and 2013, we
AR-65
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
recognized net foreign currency exchange gains (losses) of less than $1 million, $18 million and $(11) million, respectively. See Note 12—
Derivatives and Hedging.
Income taxes—We provide for income taxes based upon the tax laws and rates in effect in the countries in which operations are
conducted and income is earned. There is little or no expected relationship between the provision for or benefit from income taxes and
income or loss before income taxes because the countries in which we operate have taxation regimes that vary not only with respect to
nominal rate, but also in terms of the availability of deductions, credits and other benefits. Variations also arise because income earned
and taxed in any particular country or countries may fluctuate from year to year.
We recognize deferred tax assets and liabilities for the anticipated future tax effects of temporary differences between the
financial statement basis and the tax basis of our assets and liabilities using the applicable jurisdictional tax rates in effect at year end. We
record a valuation allowance for deferred tax assets when it is more likely than not that some or all of the benefit from the deferred tax
asset will not be realized. We also record a valuation allowance for deferred tax assets resulting from net operating losses incurred during
the year in certain jurisdictions and for other deferred tax assets where, in our opinion, it is more likely than not that the financial statement
benefit of these losses will not be realized. Additionally, we record a valuation allowance for foreign tax credit carryforwards to reflect the
possible expiration of these benefits prior to their utilization.
We maintain liabilities for estimated tax exposures in our jurisdictions of operation, and we recognize the provisions and benefits
resulting from changes to those liabilities in our income tax expense or benefit along with related interest and penalties. Tax exposure
items include potential challenges to permanent establishment positions, intercompany pricing, disposition transactions, and withholding
tax rates and their applicability. These tax exposures are resolved primarily through the settlement of audits within these tax jurisdictions
or by judicial means, but can also be affected by changes in applicable tax law or other factors, which could cause us to revise past
estimates. See Note 6—Income Taxes.
Cash and cash equivalents—We consider cash equivalents to include highly liquid debt instruments with original maturities of
three months or less such as time deposits with commercial banks that have high credit ratings, U.S. Treasury and government securities,
Eurodollar time deposits, certificates of deposit and commercial paper. We may also invest excess funds in no-load, open-ended,
management investment trusts. Such management trusts invest exclusively in high-quality money market instruments.
We maintain restricted cash balances and investments that are either pledged for debt service, as required under certain bank
credit agreements, or held in accounts that are subject to restrictions due to legislation, regulation or court order. We classify such
restricted cash investment balances in other current assets if the restriction is expected to expire or otherwise be resolved within one year
and in other assets if the restriction is expected to expire or otherwise be resolved in greater than one year. At December 31, 2015, the
aggregate carrying amount of our restricted cash investments was $467 million, of which $340 million and $127 million was classified in
other current assets and other assets, respectively. At December 31, 2014, the aggregate carrying amount of our restricted cash
investments was $377 million, of which $114 million and $263 million was classified in other current assets and other assets, respectively.
See Note 11—Debt and Note 14—Commitments and Contingencies.
Accounts receivable—We earn our revenues by providing our drilling services to international oil companies and
government-owned or government-controlled oil companies. We evaluate the credit quality of our customers on an ongoing basis, and we
do not generally require collateral or other security to support customer receivables. We establish an allowance for doubtful accounts on a
case-by-case basis, considering changes in the financial position of a customer, when we believe the required payment of specific
amounts owed to us is unlikely to occur. At December 31, 2015 and 2014, the allowance for doubtful accounts was less than $1 million
and $14 million, respectively.
Materials and supplies—We record materials and supplies at their average cost less an allowance for obsolescence. We
estimate the allowance for obsolescence based on historical experience and expectations for future use of the materials and supplies. At
December 31, 2015 and 2014, the allowance for obsolescence was $148 million and $109 million, respectively.
Assets held for sale—We classify an asset as held for sale when the facts and circumstances meet the criteria for such
classification, including the following: (a) we have committed to a plan to sell the asset, (b) the asset is available for immediate sale, (c) we
have initiated actions to complete the sale, including locating a buyer, (d) the sale is expected to be completed within one year, (e) the
asset is being actively marketed at a price that is reasonable relative to its fair value, and (f) the plan to sell is unlikely to be subject to
significant changes or termination. At December 31, 2015 and 2014, the aggregate carrying amount of our assets held for sale was
$8 million and $25 million, respectively. See Note 7—Discontinued Operations and Note 9—Drilling Fleet.
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 December 31, 2015, the aggregate carrying amount of our property and equipment represented
approximately 79 percent of our total assets.
We capitalize expenditures for newbuilds, renewals, replacements and improvements, including capitalized interest, if applicable,
and we recognize the expense for maintenance and repair costs as incurred. For newbuild construction projects, we also capitalize the
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TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
initial preparation, mobilization and commissioning costs incurred until the drilling unit is placed into service. Upon sale or other disposition
of an asset, we recognize a net gain or loss on disposal of the asset, which is measured as the difference between the net carrying amount
of the asset and the net proceeds received. We compute depreciation using the straight-line method after allowing for salvage values.
The estimated original useful lives of our drilling units range from 18 to 35 years, our buildings and improvements range from
10 to 30 years and our machinery and equipment range from four to 20 years. We reevaluate the remaining useful lives and salvage
values of our rigs when certain events occur that directly impact the useful lives and salvage values of the rigs, including changes in
operating condition, functional capability and market and economic factors. When evaluating the remaining useful lives of rigs, we also
consider major capital upgrades required to perform certain contracts and the long-term impact of those upgrades on future marketability.
As of December 31, 2014, we adjusted the salvage values of certain drilling units due to existing market conditions. In the year
ended December 31, 2015, the changes in estimated salvage values resulted in an increase in depreciation expense of approximately
$51 million ($48 million, or $0.13 per diluted share, net of tax). During the year ended December 31, 2013, we adjusted the useful lives for
five rigs, extending the estimated useful lives from between 29 and 40 years to between 35 and 44 years. We deemed the life extensions
appropriate for each of these rigs based on the respective contracts under which the rigs were operating and the additional life-extending
work, upgrades and inspections we performed on the rigs. In year ended December 31, 2013, the changes in estimated useful lives of
these rigs resulted in a reduction in annual depreciation expense of $3 million ($0.01 per diluted share), which had no tax effect.
Long-lived asset impairment—We review the carrying amounts of long-lived assets, principally property and equipment, for
potential impairment when events occur or circumstances change that indicate that the carrying amount of such assets may not be
recoverable.
For assets classified as held and used, we determine recoverability by evaluating the estimated undiscounted future net cash
flows based on projected dayrates and utilization of the asset group under review. We consider our asset groups to be ultra-deepwater
floaters and
floaters, Transocean Partners ultra-deepwater
high-specification jackups. When an impairment of one or more of our asset groups is indicated, we measure the impairment as the
amount by which the asset group’s carrying amount exceeds its estimated fair value. We measure the fair values of our contract drilling
asset groups by applying a variety of valuation methods, incorporating a combination of cost, income and market 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. For an asset
classified as held for sale, we consider the asset to be impaired to the extent its carrying amount exceeds its estimated fair value less cost
to sell.
floaters, harsh environment
floaters, deepwater
floaters, midwater
In the year ended December 31, 2015, we determined that the carrying amount of the deepwater floater asset group and the
midwater floater asset group each exceeded its fair value, and we recognized a loss of $507 million ($481 million, or $1.31 per diluted
share, net of tax) and $668 million ($654 million, or $1.78 per diluted share, net of tax) associated with the impairment of the deepwater
floater asset group and the midwater floater asset group, respectively, including a loss of $52 million associated with construction in
progress related to the asset groups. In the year ended December 31, 2014, we determined that the carrying amount of the deepwater
floater asset group exceeded its fair value, and we recognized a loss of $788 million ($693 million, or $1.91 per diluted share, net of tax)
associated with the impairment of these long-lived assets. 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. See Note 5—Impairments.
Goodwill impairment—Prior to the full impairment of our goodwill, we conducted impairment testing annually as of October 1
and more frequently, on an interim basis, when an event occured or circumstances changed that indicated that the fair value of our
reporting unit may have declined below its carrying value. We tested goodwill at the reporting unit level, which is defined as an operating
segment or one level below an operating segment that constitutes a business for which financial information is available and is regularly
reviewed by management. We determined that we had a single reporting unit for this purpose.
We estimate the fair value of our reporting unit using projected discounted cash flows, publicly traded company multiples and
acquisition multiples. To develop the projected cash flows associated with our reporting unit, which are based on estimated future
dayrates and rig utilization, we consider key factors that include assumptions regarding future commodity prices, credit market conditions
and the effect these factors may have on our contract drilling operations and the capital expenditure budgets of our customers. We
discount the projected cash flows using a long-term, risk-adjusted weighted-average cost of capital, which is based on our estimate of the
investment returns that market participants would require for each of our reporting units. We derive publicly traded company multiples for
companies with operations similar to our reporting units using observable information related to shares traded on stock exchanges and,
when available, observable information related to recent acquisitions. If the reporting unit’s carrying amount exceeds its fair value, we
consider goodwill impaired and perform a second step to measure the amount of the impairment loss, if any.
In the year ended December 31, 2014, as a result of interim goodwill tests, we recognized an aggregate loss of $3.0 billion,
which had no tax effect, associated with the full impairment of the carrying amount of our goodwill, of which $2.9 billion ($8.02 per diluted
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TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
share) was attributable to controlling interest and $74 million was attributable to noncontrolling interest. In the year ended December 31,
2013, as a result of our annual goodwill impairment test, we concluded that our goodwill was not impaired. See Note 5—Impairments.
Derivatives and hedging—From time to time, we may enter into a variety of derivative financial instruments in connection with
the management of our exposure to variability in interest rates and currency exchange rates. We record derivatives on our consolidated
balance sheet, measured at fair value. For derivatives that do not qualify for hedge accounting, we recognize the gains and losses
associated with changes in the fair value in current period earnings.
We may enter into cash flow hedges to manage our exposure to variability of the expected future cash flows of recognized
assets or liabilities or of unrecognized forecasted transactions. For a derivative that is designated and qualifies as a cash flow hedge, we
initially recognize the effective portion of the gains or losses in other comprehensive income and subsequently recognize the gains and
losses in earnings in the period in which the hedged forecasted transaction affects earnings. We recognize the gains and losses
associated with the ineffective portion of the hedges in interest expense in the period in which they are realized.
We may enter into fair value hedges to manage our exposure to changes in fair value of recognized assets or liabilities, such as
fixed-rate debt, or of unrecognized firm commitments. For a derivative that is designated and qualifies as a fair value hedge, we
simultaneously recognize in current period earnings the gains or losses on the derivative along with the offsetting losses or gains on the
hedged item attributable to the hedged risk. The resulting ineffective portion, which is measured as the difference between the change in
fair value of the derivative and the hedged item, is recognized in current period earnings. See Note 12—Derivatives and Hedging,
Note 20—Financial Instruments and Note 21—Risk Concentration.
Pension and other postretirement benefits—We use a measurement date of January 1 for determining net periodic benefit
costs and December 31 for determining plan benefit obligations and the fair values of plan assets. We determine our net periodic benefit
costs based on a market-related value of assets that reduces year-to-year volatility by including investment gains or losses subject to
amortization over a five-year period from the year in which they occur. Investment gains or losses for this purpose are measured as the
difference between the expected return calculated using the market-related value of assets and the actual return based on the
market-related value of assets. If gains or losses exceed 10 percent of the greater of plan assets or plan liabilities, we amortize such gains
or losses over the average expected future service period of the employee participants.
We measure our actuarially determined obligations and related costs for our defined benefit pension and other postretirement
benefit plans, retiree life insurance and medical benefits, by applying assumptions, including long-term rate of return on plan assets,
discount rates, mortality rates, compensation increases, employee turnover rates and health care cost trend rates. The two most critical
assumptions are the long-term rate of return on plan assets and the discount rate.
For the long-term rate of return, we develop our assumptions regarding the expected rate of return on plan assets based on
historical experience and projected long-term investment returns, and we weight the assumptions based on each plan’s asset allocation.
For the discount rate, we base our assumptions on a yield curve approach using Aa-rated corporate bonds and the expected timing of
future benefit payments. For the projected compensation trend rate, we consider short-term and long-term compensation expectations for
participants, including salary increases and performance bonus payments. For the health care cost trend rate for other postretirement
benefits, we establish our assumptions for health care cost trends, applying an initial trend rate that reflects both our recent historical
experience and broader national statistics with an ultimate trend rate that assumes that the portion of gross domestic product devoted to
health care eventually becomes constant.
At December 31, 2015 and 2014, our pension and other postretirement benefit plan obligations represented an aggregate liability
of $412 million and $521 million, respectively, representing the amount of their net underfunded status. In the years ended December 31,
2015, 2014 and 2013, net periodic benefit costs were $26 million, $75 million and $132 million, respectively. See Note 13—
Postemployment Benefit Plans.
Contingencies—We perform assessments of our contingencies on an ongoing basis to evaluate the appropriateness of our
liabilities and disclosures for such contingencies. We establish liabilities for estimated loss contingencies when we believe a loss is
probable and the amount of the probable loss can be reasonably estimated. We recognize corresponding assets for those loss
contingencies that we believe are probable of being recovered through insurance. Once established, we adjust the carrying amount of a
contingent liability upon the occurrence of a recognizable event when facts and circumstances change, altering our previous assumptions
with respect to the likelihood or amount of loss. We recognize expense for legal costs as they are incurred, and we recognize a
corresponding asset for such legal costs only if we expect such legal costs to be recovered through insurance.
Reclassifications—We have made certain reclassifications, such as those related to our adoption of updates to accounting
standards for interest and income taxes, which did not have an effect on net income, to prior period amounts to conform with the current
year’s presentation. These reclassifications did not have a material effect on our 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 25—Subsequent Events.
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TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
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 consolidated financial statements or the disclosures contained in our notes to consolidated financial statements.
Interest—Effective December 31, 2015, we elected to early adopt the accounting standards update that requires debt issuance
costs related to a recognized debt liability to 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 and
early adoption is permitted. At December 31, 2014, as a result of our adoption, we reclassified $41 million of debt issuance costs to our
recognized debt liabilities from other assets on our consolidated balance sheet.
Income taxes—Effective December 31, 2015, we elected to early adopt, on a retrospective basis, the accounting standards
update that requires deferred tax liabilities and assets to be classified as noncurrent in a classified statement of financial position. The
update is effective for interim and annual periods beginning after December 15, 2016 and early adoption is permitted. We elected to apply
the accounting standards update to the prior year on a retrospective basis for comparability purposes. At December 31, 2014, as a result
of our adoption, we reclassified $161 million of deferred income taxes to noncurrent assets and long-term liabilities from current assets on
our consolidated balance sheet.
Recently issued accounting standards
Presentation of financial statements—Effective with our annual report for the year 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 consolidated financial statements.
Revenue from contracts with customers—Effective January 1, 2018, 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 was originally effective for
interim and annual periods beginning on or after December 15, 2016, but has since been approved for a one-year deferral, effective for
interim and annual periods beginning on or after December 15, 2017, and permits adoption as early as the original effective date. We are
evaluating the requirements to determine the effect such requirements may have on our revenue recognition policies.
Note 4—Variable Interest Entities
Consolidated variable interest entities—The carrying amounts associated with our consolidated variable interest entities, after
eliminating the effect of intercompany transactions, were as follows (in millions):
Assets
Liabilities
Net carrying amount
Years ended December 31,
2015
1,157 $
49
1,108 $
2014
1,257
74
1,183
$
$
Angola Deepwater Drilling Company Limited (“ADDCL”), a consolidated Cayman Islands company, and Transocean Drilling
Services Offshore Inc. (“TDSOI”), a consolidated British Virgin Islands Company, were joint venture companies formed to own and operate
certain drilling units. We determined that each of these joint venture companies met the criteria of a variable interest entity for accounting
purposes because its equity at risk was insufficient to permit it to carry on its activities without additional subordinated financial support
from us. We also determined, in each case, that we were the primary beneficiary for accounting purposes since (a) we had the power to
direct the construction, marketing and operating activities, which are the activities that most significantly impact each entity’s economic
performance, and (b) we had the obligation to absorb losses or the right to receive a majority of the benefits that could be potentially
significant to the variable interest entity. As a result, we consolidated ADDCL and TDSOI in our consolidated financial statements, we
eliminated intercompany transactions, and we presented the interests that were not owned by us as noncontrolling interest on our
consolidated balance sheets.
In October 2012, Angco II, a Cayman Islands company, acquired a 30 percent interest in TDSOI, a British Virgin Islands joint
venture company formed to own and operate Transocean Honor. We hold the remaining 70 percent interest in TDSOI. Under certain
AR-69
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
circumstances, Angco II will have the right to exchange its interest in the joint venture for cash at an amount based on an appraisal of the
fair value of the high-specification jackup, subject to certain adjustments.
Unconsolidated variable interest entities—We previously held two notes receivable, which represented a variable interest in
Awilco Drilling plc (“Awilco”), a U.K. company listed on the Oslo Stock Exchange. The notes receivable were originally accepted in
exchange for, and were secured by, two drilling units. The notes receivable had stated interest rates of nine percent and were payable in
scheduled quarterly installments of principal and interest through maturity in January 2015. In April 2014, Awilco prepaid the notes,
liquidating our variable interest, and we received aggregate cash proceeds of $98 million and recognized a gain of $7 million, recorded in
other income, associated with the prepayment.
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, experienced further
declines in projected dayrates and utilization partly caused by more technologically advanced drilling units aggressively competing with
less capable drilling units. During the three months ended June 30, 2015, we identified additional indicators that the asset groups in our
contract drilling services reporting unit may not be recoverable. Such indicators included additional customer suspensions of drilling
programs and cancellations of contracts, and further reduction in the number of new contract opportunities, resulting in reduced dayrate
fixtures. Our midwater floater asset group, specifically, experienced further declines in projected dayrates and utilization as drilling activity
has sharply declined in the United Kingdom (“U.K.”) and Norwegian North Sea, which has accelerated the marginalization of some of the
less capable drilling units in this asset group. As a result of our testing, we determined that the carrying amounts of the deepwater floater
and the midwater floater asset groups were impaired. In the year ended December 31, 2015, we recognized a loss of $507 million
($481 million, or $1.31 per diluted share, net of tax) and $668 million ($654 million, or $1.78 per diluted share, net of tax) associated with
the impairment of the deepwater floater asset group and the midwater floater asset group, respectively, including a loss of $52 million
associated with construction in progress related to the asset groups. In each case, 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 estimates 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.
During the year ended December 31, 2014, we identified indicators that our asset groups in our contract drilling services
reporting unit may be impaired as a result of recent market developments, including recent low dayrate fixtures, partly caused by more
technologically advanced drilling units competing with less capable drilling units, and projected declines in dayrates and utilization,
particularly for the deepwater floater asset group. We conducted testing for impairment, and as a result, we determined that the carrying
amount of the deepwater floater asset group exceeded its fair value. In the year ended December 31, 2014, we recognized a loss of
$788 million ($693 million, or $1.91 per diluted share from continuing operations, 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, market 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, rigs availability and dayrates.
In the year ended December 31, 2013, we recognized a loss of $17 million associated with the impairment of certain corporate
assets under construction. We estimated the fair value of the assets using significant other observable inputs, representative of a Level 2
fair value measurement, including comparable market data for the corporate assets.
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 year ended December 31, 2015, we recognized an aggregate loss of $692 million ($578 million, or
$1.58 per diluted share, net of tax) associated with the impairment of the ultra-deepwater floaters Deepwater Expedition and GSF Explorer,
the deepwater floaters Deepwater Navigator, Discoverer Seven Seas, GSF Celtic Sea, Sedco 707 and Transocean Rather and the
midwater floaters GSF Aleutian Key, GSF Arctic III, GSF Grand Banks, GSF Rig 135, Transocean Amirante 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.
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TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
In the year ended December 31, 2014, we recognized an aggregate loss of $268 million ($221 million, or $0.60 per diluted share
from continuing operations, net of tax) associated with the impairment of the deepwater floaters Discoverer Seven Seas, Sedco 709,
Sedco 710 and Sovereign Explorer, the midwater floaters C. Kirk Rhein, Jr., Falcon 100, GSF Arctic I, J.W. McLean, Sedco 601,
Sedco 700, Sedco 703 and Sedneth 701 and the high-specification jackups GSF Magellan and GSF Monitor, 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, in the case of
GSF Magellan and GSF Monitor, binding sale and purchase agreements for the drilling units and related equipment or, in the case of
Sedco 710, Sovereign Explorer, GSF Arctic I, J.W. McLean, Sedco 601 and Sedco 700, indicative market values for the drilling units and
related equipment to be sold for scrap value.
In the year ended December 31, 2013, we recognized an aggregate loss of $64 million ($0.17 per diluted share), which had no
tax effect, associated with the impairment of the deepwater floater Sedco 709, the midwater floaters C. Kirk Rhein, Jr. and Sedco 703 and
the high-specification jackup GSF Monitor, all of 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 amounts exceeded the estimated fair values
less costs to sell. We estimated the fair values of the assets using significant other observable inputs, representative of Level 2 fair value
measurements, including, in the case of GSF Monitor, a binding sale and purchase agreement, or, in the case of Sedco 709,
C. Kirk Rhein, Jr. and Sedco 703, nonbinding sale and purchase agreements for the drilling units and related equipment.
If we commit to plans to sell additional rigs for values below the respective carrying amounts, we may be required to recognize
additional losses in future periods associated with the impairment of such assets.
Goodwill—During the year ended December 31, 2014, we noted rapid and significant declines in the market value of our stock,
oil and natural gas prices and actual and projected declines in dayrates and utilization. We identified these as indicators that the fair value
of our goodwill could have fallen below its carrying amount. As a result, we performed interim goodwill impairment tests and determined
that the goodwill associated with our contract drilling services reporting unit was fully impaired. In the year ended December 31, 2014, we
recognized an aggregate loss of $3.0 billion associated with the full impairment of the carrying amount of our goodwill, which had no tax
effect. We determined that, of the $3.0 billion aggregate loss, $2.9 billion ($8.02 per diluted share) was attributable to controlling interest
and $74 million was attributable to noncontrolling interest. We estimated the implied fair value of the goodwill using a variety of valuation
methods, including the income and market approaches. 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 oil and natural gas prices, projected demand for our services, rig availability and dayrates. As a
result of our annual impairment test, performed as of October 1, 2013, we determined that our goodwill was not impaired.
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.
Effective April 1, 2015, the U.K introduced the diverted profits tax within its Summer Finance Bill 2015, which imposes tax on
groups that use certain tax planning techniques that are perceived as diverting profits from the U.K. The change in the law did not affect
our existing annual income tax rate or deferred tax balances. In the years ended December 31, 2015, 2014 and 2013, our annual effective
tax rate was 16.4 percent, 18.7 percent and 20.1 percent, respectively.
On December 18, 2015, Norwegian authorities reduced the corporate income tax rate to 25 percent from 27 percent, effective
January 1, 2016. We have applied this change in determining our annual effective tax rate. The change in Norwegian tax law resulted in a
decrease of $11 million to income tax expense resulting from the application of the newly enacted tax rate to our existing deferred tax
balances.
The components of our provision (benefit) for income taxes were as follows (in millions):
Current tax expense
Deferred tax benefit
Income tax expense
$
$
284
(78)
206
$
$
288 $
(142)
146 $
AR-71
Years ended December 31,
2014
2015
2013
267
(9)
258
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
The following is a reconciliation of the differences between the income tax expense for our continuing operations computed at
the Swiss holding company federal statutory rate of 7.83 percent and our reported provision for income taxes (in millions):
Income tax expense at the Swiss federal statutory rate
Taxes on earnings subject to rates different than the Swiss federal statutory rate
Taxes on impairment losses subject to rates different than the Swiss federal statutory rate
Taxes on revaluation of Norwegian assets
Taxes on litigation matters subject to rates different than the Swiss federal statutory rate
Changes in unrecognized tax benefits, net
Change in valuation allowance
Benefit from foreign tax credits
Other, net
Income tax expense
Years ended December 31,
2014
2015
2013
80
54
(8)
50
(9)
19
34
(10)
(4)
206
$
$
(141)
88
174
69
5
(119)
93
(23)
—
146
$
$
130
185
5
—
(33)
(62)
37
(18)
14
258
$
$
Deferred taxes—The significant components of our deferred tax assets and liabilities were as follows (in millions):
Deferred tax assets
Net operating loss carryforwards
Tax credit carryforwards
Accrued payroll expenses not currently deductible
Deferred income
Loss contingencies
Professional fees
U.K. charter limitation
Other
Valuation allowance
Total deferred tax assets
Deferred tax liabilities
Depreciation and amortization
Other
Total deferred tax liabilities
Net deferred tax liabilities
$
December 31,
2015
2014
293 $
23
83
139
72
2
69
36
(374)
343
(332)
(34)
(366)
315
14
113
125
66
94
28
28
(340)
443
(483)
(37)
(520)
$
(23) $
(77)
At December 31, 2015 and 2014, our deferred tax assets included U.S. foreign tax credit carryforwards of $23 million and
$14 million, respectively, which will expire between 2017 and 2025. The deferred tax assets related to our net operating losses were
generated in various worldwide tax jurisdictions. At December 31, 2015, the tax effect of our Norwegian and Brazilian net operating
losses, which do not expire, was $77 million and $17 million, respectively, and the tax effect of our U.S. net operating loss, which expires in
2035 was $42 million. At December 31, 2014, the tax effect of our Norwegian and Brazilian net operating losses, which do not expire, was
$108 million and $40 million, respectively.
The valuation allowance for our deferred tax assets was as follows (in millions):
Valuation allowance for deferred tax assets
December 31,
2015
2014
$
374 $
340
Our deferred tax liabilities include taxes related to the earnings of certain subsidiaries that are not permanently reinvested or that
will not be permanently reinvested in the future. Should our expectations change regarding future tax consequences, we may be required
to record additional deferred taxes that could have a material adverse effect on our consolidated statement of financial position, results of
operations or cash flows.
We consider the earnings of certain of our subsidiaries to be indefinitely reinvested. As such, we have not provided for taxes on
these unremitted earnings. Should we make a distribution from the unremitted earnings of these subsidiaries, we would be subject to
taxes payable to various jurisdictions. At December 31, 2015, the amount of indefinitely reinvested earnings was approximately
$2.2 billion. If all of these indefinitely reinvested earnings were distributed, we would be subject to estimated taxes of $200 million to
$250 million.
AR-72
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Unrecognized tax benefits—The changes to our liabilities related to unrecognized tax benefits, excluding interest and penalties
that we recognize as a component of income tax expense, were as follows (in millions):
Balance, beginning of period
Additions for current year tax positions
Additions for prior year tax positions
Reductions for prior year tax positions
Settlements
Reductions related to statute of limitation expirations
Balance, end of period
$
$
$
Years ended December 31,
2014
326 $
25
3
(19)
(47)
(23)
265 $
2015
265
36
24
(27)
(5)
(6)
287
2013
382
24
10
(72)
(6)
(12)
326
$
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):
Unrecognized tax benefits, excluding interest and penalties
Interest and penalties
Unrecognized tax benefits, including interest and penalties
December 31,
2015
287 $
118
405 $
2014
265
120
385
$
$
In the years ended December 31, 2015, 2014 and 2013, we recognized income of $1 million, $57 million and $23 million,
respectively, recorded as a component of income tax expense, related to previously recognized interest and penalties associated with our
unrecognized tax benefits. As of December 31, 2015, if recognized, $405 million of our unrecognized tax benefits, including interest and
penalties, would favorably impact our effective tax rate.
It is reasonably possible that our existing liabilities for unrecognized tax benefits may increase or decrease in the year ending
December 31, 2016, primarily due to the progression of open audits and 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. At December 31, 2015, outstanding civil tax assessments were as follows: (a) NOK 412 million, equivalent to
approximately $47 million, plus interest, related to a 2001 dividend payment and (b) NOK 43 million, equivalent to approximately $5 million,
plus interest, related to certain foreign exchange deductions and dividend withholding tax. 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 $47 million, but
waived all penalties and interest. On September 12, 2014, we appealed the ruling. We intend to take all other appropriate action to
continue to support our position that our Norwegian tax returns are materially correct as filed.
AR-73
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
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. The Norwegian authorities subsequently extended a criminal
indictment against a third subsidiary in April 2012. The Norwegian authorities also issued criminal indictments against two employees of
our former external tax advisors related to the disclosures in our tax returns, and our former external Norwegian tax attorney related to
certain of our restructuring transactions and the 2001 dividend payment. On July 2, 2014, the District Court acquitted all subsidiaries and
the employees of our former external tax advisors and our former external Norwegian tax attorney. On July 16, 2014, the Norwegian
authorities filed appeals on three criminal charges but formally dropped all claims related to two criminal charges. At December 31, 2015,
the outstanding criminal charges were with respect to the following matters: (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 and criminal tax matters could result in a material adverse effect on our consolidated statement of financial position, results
of operations or cash flows. See Note 25—Subsequent Events.
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 762 million, equivalent to
approximately $192 million, including penalties 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 132 million, equivalent to approximately
$33 million, including penalties 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.
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):
Operating revenues
Operating and maintenance expense
Loss on impairment of assets in discontinued operations
Gain (loss) on disposal of assets in discontinued operations, net
Income (loss) from discontinued operations before income tax expense
Income tax benefit (expense)
Income (loss) from discontinued operations, net of tax
Years ended December 31,
2014
2015
—
(3)
—
1
(2)
4
2
$
$
166
(162)
—
(10)
(6)
(14)
(20)
$
$
2013
1,031
(1,022)
(14)
54
49
(40)
9
$
$
AR-74
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
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.
Impairments—In the year ended December 31, 2013, we recognized an aggregate loss of $14 million ($0.04 per diluted share),
which had no tax effect, associated with the impairment of the standard jackups GSF Rig 127 and GSF Rig 134. We measured the
impairment of the drilling units and related equipment as the amount by which the carrying amounts exceeded the estimated fair values
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 a binding sale and purchase agreement for the drilling units and related equipment.
Sale transactions with Shelf Drilling—In November 2012, we completed the sale of 38 drilling units to Shelf Drilling
Holdings, Ltd. (“Shelf Drilling”). A portion of the proceeds from the sale were in the form of perpetual preference shares that had a stated
value of $195 million. In June 2013, we sold the preference shares to an unaffiliated party for cash proceeds of $185 million and, in the
year ended December 31, 2013, we recognized a loss of $10 million ($0.03 per diluted share), recorded in other expense, net, which had
no tax effect, associated with the sale of the preference shares.
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, exceeded the amounts we received from Shelf Drilling for providing such services.
Under the operating agreements, we agreed to operate the 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, the last of which was completed
in January 2015. 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 years ended December 31, 2015, 2014
and 2013, we received cash proceeds of $3 million, $25 million and $64 million, respectively, associated with the sale of equipment and
materials and supplies to Shelf Drilling upon expiration of the drilling contracts. In the year ended December 31, 2013, we recognized a
net gain of $11 million ($0.03 per diluted share), which had no tax effect, associated with the sale of equipment and materials and supplies
to Shelf Drilling upon expiration or novation of the drilling contracts.
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. In November 2015, our commitment to provide such financial support
expired, and at December 31, 2015, we had no remaining letters of credit outstanding in support of drilling units sold to Shelf Drilling. At
December 31, 2014, we had $91 million of outstanding letters of credit, issued under our committed and uncommitted credit lines, in
support of drilling units sold to Shelf Drilling. See Note 14—Commitments and Contingencies.
Other dispositions—During the year ended December 31, 2013, we completed the sale of the standard jackups D.R. Stewart,
GSF Adriatic VIII, GSF Rig 127, GSF Rig 134, Interocean III, Trident IV-A and Trident VI, along with related equipment. In the year ended
December 31, 2013, in connection with the disposal of these assets, we received aggregate net cash proceeds of $140 million and
recognized an aggregate net gain of $44 million ($0.12 per diluted share), which had no tax effect. In the years ended December 31,
2015, 2014 and 2013, we recognized an aggregate net gain of $1 million and $2 million and an aggregate net loss of $1 million,
respectively, associated with the disposal of assets unrelated to rig sales.
Drilling management services
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. In the year ended December 31, 2014, we
received net cash proceeds of $10 million and recognized a net loss of $12 million ($0.03 per diluted share), which had no tax effect,
associated with the sale of the drilling management services business. We agreed to provide a $15 million working capital line of credit to
the buyer through March 2016. At December 31, 2014, ADTI owed to us borrowings of $15 million outstanding under the working capital
line of credit, recorded in other assets. In May 2015, ADTI repaid the borrowings and terminated the credit agreement.
AR-75
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Note 8—Earnings (Loss) Per Share
The numerator and denominator used for the computation of basic and diluted per share earnings from continuing operations
were as follows (in millions, except per share data):
2015
Years ended December 31,
2014
2013
Basic
Diluted
Basic
Diluted
Basic
Diluted
Numerator for earnings (loss) per share
Income (loss) from continuing operations attributable to controlling
interest
Undistributed earnings allocable to participating securities
Income (loss) from continuing operations available to shareholders
$
$
789 $
(7)
782
$
789 $ (1,893) $ (1,893) $
—
—
$ (1,893) $
$ (1,893)
(7)
782
1,398 $ 1,398
(12)
1,386
(12)
1,386
$
Denominator for earnings (loss) per share
Weighted-average shares outstanding
Effect of stock options and other share-based awards
Weighted-average shares for per share calculation
363
—
363
363
—
363
362
—
362
362
—
362
360
—
360
360
—
360
Per share earnings (loss) from continuing operations
$
2.16
$
2.16
$
(5.23)
$
(5.23) $
3.85
$
3.85
In the years ended December 31, 2015, 2014 and 2013, we excluded from the calculation 3.3 million, 2.5 million and 1.4 million
share-based awards, respectively, since the effect would have been anti-dilutive.
Note 9—Drilling Fleet
Construction work in progress—For each of the three years ended December 31, 2015, the changes in our construction work
in progress, including capital expenditures and other capital additions, such as capitalized interest, were as follows (in millions):
Construction work in progress, at beginning of period
Capital additions
Newbuild construction program
Other equipment and construction projects
Total capital expenditures
Changes in accrued capital additions
Impairment of construction work in progress
Property and equipment placed into service
Newbuild construction program
Other property and equipment
Construction work in progress, at end of period
$
$
2015
Years ended December 31,
2014
2,710
$
$
2,451
1,622
379
2,001
(15)
(52)
1,436
729
2,165
(43)
—
2013
2,010
1,379
859
2,238
44
(17)
—
(649)
3,736
$
(1,522)
(859)
2,451
$
(720)
(845)
2,710
the sale of
the ultra-deepwater
Dispositions—During the year ended December 31, 2015, in connection with our efforts to dispose of non-strategic assets, we
floaters
completed
Discoverer Seven Seas, GSF Celtic Sea, Sedco 707, Sedco 710, Sovereign Explorer and Transocean Rather and the midwater floaters
C. Kirk Rhein, Jr., GSF Aleutian Key, GSF Arctic I, GSF Arctic III, J.W. McLean, Sedco 601, Sedco 700, Transocean Amirante and
Transocean Legend, along with related equipment. In the year ended December 31, 2015, we received aggregate net cash proceeds of
$35 million and recognized an aggregate net gain of $14 million ($11 million or $0.02 per diluted share, net of tax) associated with the
disposal of these assets. In the year ended December 31, 2015, we received cash proceeds of $16 million and recognized an aggregate
net loss of $42 million associated with the disposal of assets unrelated to rig sales.
floaters Deepwater Expedition and GSF Explorer,
the deepwater
During the year ended December 31, 2014, we completed the sale of the deepwater floater Sedco 709, the midwater floater
Sedco 703 and the high-specification jackups GSF Magellan and GSF Monitor, along with related equipment. In the year ended
December 31, 2014, we received aggregate net cash proceeds of $185 million and recognized an aggregate net loss of $1 million
associated with the disposal of these assets. In the year ended December 31, 2014, we received cash proceeds of $30 million and
recognized an aggregate net loss of $25 million associated with the disposal of assets unrelated to rig sales.
During the year ended December 31, 2013, we completed the sale of the deepwater floater Transocean Richardson along with
related equipment. In the year ended December 31, 2013, we received net cash proceeds of $142 million and recognized a net gain of
$33 million ($22 million or $0.06 per diluted share, net of tax) associated with the disposal of these assets. In the year ended
AR-76
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
December 31, 2013, we received cash proceeds of $32 million and recognized an aggregate net loss of $26 million associated with the
disposal of assets unrelated to rig sales.
During the year ended December 31, 2015, we committed to a plan to sell the ultra-deepwater floaters Deepwater Expedition
and GSF Explorer, the deepwater floaters Deepwater Navigator, GSF Celtic Sea, Sedco 707, and Transocean Rather and the midwater
floaters GSF Aleutian Key, GSF Arctic III, GSF Grand Banks, GSF Rig 135, Transocean Amirante and Transocean Legend, along with
related equipment. At December 31, 2015, the aggregate carrying amount of our assets held for sale was $8 million, including the
deepwater floater Deepwater Navigator and the midwater floaters Falcon 100, GSF Grand Banks, GSF Rig 135 and Sedneth 701, along
with related equipment, and certain corporate assets. 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 associated with
our discontinued operations.
See Note 5—Impairments.
Note 10—Intangible Liabilities
The gross carrying amounts of our drilling contract intangibles which we consider to be finite-lived intangible liabilities, and
accumulated amortization were as follows (in millions):
Drilling contract intangible liabilities
Balance, beginning of period
Amortization
Balance, end of period
Year ended December 31, 2015
Net
Gross
carrying
carrying
amount
amount
Accumulated
amortization
Year ended December 31, 2014
Net
Gross
carrying
carrying
amount
amount
Accumulated
amortization
$
$
1,410
—
1,410
$
$
(1,381) $
(15)
(1,396) $
29
(15)
14
$
$
1,410 $
—
1,410 $
(1,366) $
(15)
(1,381) $
44
(15)
29
AR-77
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Note 11—Debt
Debt, net of debt-related balances, including unamortized discounts, premiums, issue costs and fair value adjustments, was
comprised of the following (in millions):
4.95% Senior Notes due November 2015 (a)
5.05% Senior Notes due December 2016 (a)
2.5% Senior Notes due October 2017 (a)
Eksportfinans Loans due January 2018
6.00% Senior Notes due March 2018 (a)
7.375% Senior Notes due April 2018 (a)
6.50% Senior Notes due November 2020 (a)
6.375% Senior Notes due December 2021 (a)
3.8% Senior Notes due October 2022 (a)
7.45% Notes due April 2027 (a)
8% Debentures due April 2027 (a)
7% Notes due June 2028
Capital lease contract due August 2029
7.5% Notes due April 2031 (a)
6.80% Senior Notes due March 2038 (a)
7.35% Senior Notes due December 2041 (a)
Total debt
Less debt due within one year
4.95% Senior Notes due November 2015 (a)
5.05% Senior Notes due December 2016 (a)
Eksportfinans Loans due January 2018
Capital lease contract due August 2029
Total debt due within one year
Total long-term debt
December 31,
2015
December 31,
2014
$
$
—
973
568
216
789
236
911
1,143
726
94
57
309
591
589
991
297
8,490
—
973
97
23
1,093
7,397
$
$
897
996
745
369
998
246
906
1,192
740
97
57
309
615
596
991
297
10,051
897
—
114
21
1,032
9,019
(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 23—Condensed Consolidating Financial Information.
Scheduled maturities—At December 31, 2015, the scheduled maturities of our debt were as follows (in millions):
Years ending December 31,
2016
2017
2018
2019
2020
Thereafter
Total debt, excluding debt-related balances
Total debt-related balances, net
Total debt
Consolidated
total
$
$
1,089
686
1,095
32
935
4,672
8,509
(19)
8,490
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,
AR-78
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
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. Effective March 19, 2015, as a result of a reduction of our Debt Rating, 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 December 31, 2015,
based on our Debt Rating on that date, the Five-Year Revolving Credit Facility Margin was 1.75 percent and the facility fee was
0.275 percent. At December 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.
4.95% Senior Notes and 6.50% Senior Notes—In September 2010, we issued $1.1 billion aggregate principal amount of
4.95% Senior Notes due November 2015 (the “4.95% Senior Notes”) and $900 million aggregate principal amount of 6.50% Senior Notes
due November 2020 (the “6.50% Senior Notes,” and together with the 4.95% Senior Notes, the “2010 Senior Notes”). We are required to
pay interest on the 2010 Senior Notes on May 15 and November 15 of each year, beginning November 15, 2010. We may redeem some
or all of the 2010 Senior Notes at any time at a redemption price equal to 100 percent of the principal amount plus accrued and unpaid
interest, if any, and a make-whole premium. The indenture pursuant to which the 2010 Senior Notes were issued contains restrictions on
creating liens, engaging in sale/leaseback transactions and engaging in merger, consolidation or reorganization transactions.
On November 17, 2014, we redeemed an aggregate principal amount of $207 million of the outstanding 4.95% Senior Notes with
an aggregate payment of $216 million and we recognized a loss of $9 million associated with the partial redemption. On July 30, 2015, we
redeemed the remaining aggregate principal amount of $893 million of the outstanding 4.95% Senior Notes with an aggregate cash
payment of $904 million, and in the year ended December 31, 2015, we recognized a loss of $10 million associated with the retirement. At
December 31, 2015 and 2014, the aggregate outstanding principal amount of the 6.50% Senior Notes was $900 million.
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,” and collectively with the 5.05% Senior Notes and the 6.375% Senior Notes, the
“2011 Senior Notes”). The interest rates for the notes are subject to adjustment from time to time upon a change to our Debt Rating.
Effective June 15 and December 15, 2015, as a result of reductions of our Debt Rating, the interest rates on the 5.05% Senior Notes, the
6.375% Senior Notes and the 7.35% Senior Notes increased by an incremental 0.5 percent and 0.25 percent, respectively, from the stated
rate to 5.80 percent, 7.125 percent and 8.10 percent, respectively. The indenture pursuant to which the 2011 Senior Notes were issued
contains restrictions on creating liens, engaging in sale/leaseback transactions and engaging in merger, consolidation or reorganization
transactions. We may redeem some or all of the 2011 Senior Notes at any time at a redemption price equal to 100 percent of the principal
amount plus accrued and unpaid interest, if any, and a make-whole premium.
In the year ended December 31, 2015, we repurchased an aggregate principal amount of $25 million of the 5.05% Senior Notes
and $50 million of the 6.375% Senior Notes with aggregate cash payments of $25 million and $40 million, respectively, and recognized a
gain of less than $1 million and $10 million, respectively, associated with the retirement of debt. At December 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 $975 million,
$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,” and together with the 2.5% Senior Notes, the “2012 Senior Notes”). The interest rates for the
notes are subject to adjustment from time to time upon a change to our Debt Rating. Effective April 15, 2015, as a result of a reduction of
our Debt Rating, the interest rates on the 2.5% Senior Notes and the 3.8% Senior Notes increased 0.5 percent from the stated rate to
3.0 percent and 4.3 percent, respectively. The indenture pursuant to which the 2012 Senior Notes were issued contains restrictions on
creating liens, engaging in sale/leaseback transactions and engaging in merger, consolidation or reorganization transactions. We may
redeem some or all of the 2012 Senior Notes at any time prior to maturity at a redemption price equal to 100 percent of the principal
amount plus accrued and unpaid interest, if any, together with a make-whole premium unless, in the case of the 3.8% Senior Notes, such
redemption occurs on or after July 15, 2022, in which case no such make-whole premium will apply.
In the year ended December 31, 2015, we repurchased an aggregate principal amount of $180 million of the 2.5% Senior Notes
and $16 million of the 3.8% Senior Notes with an aggregate cash payment of $170 million and $11 million, respectively, and recognized an
aggregate gain of $9 million and $5 million, respectively, associated with the retirement of debt. At December 31, 2015, the aggregate
outstanding principal amount of the 2.5% Senior Notes and the 3.8% Senior Notes was $570 million and $734 million, respectively.
5.25% Senior Notes, 6.00% Senior Notes and 6.80% Senior Notes—In December 2007, we issued $500 million aggregate
principal amount of 5.25% Senior Notes due March 2013 (the “5.25% Senior Notes”), $1.0 billion aggregate principal amount of
6.00% Senior Notes due March 2018 (the “6.00% Senior Notes”) and $1.0 billion aggregate principal amount of 6.80% Senior Notes due
March 2038 (the “6.80% Senior Notes”). The indenture pursuant to which the notes were issued contains restrictions on creating liens,
engaging in sale/leaseback transactions and engaging in merger, consolidation or reorganization transactions. We may redeem some or
all of the notes at any time, at a redemption price equal to 100 percent of the principal amount plus accrued and unpaid interest, if any, and
a make-whole premium.
AR-79
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
In the year ended December 31, 2015, we repurchased an aggregate principal amount of $211 million of the 6.00% Senior Notes
with an aggregate cash payment of $205 million and recognized an aggregate gain of $5 million associated with the retirement of debt. On
March 15, 2013, the stated maturity date of the 5.25% Senior Notes, we repaid the outstanding $500 million aggregate principal amount of
the 5.25% Senior Notes. At December 31, 2015, the aggregate outstanding principal amount of the 6.00% Senior Notes and the
6.80% Senior Notes was $789 million and $1.0 billion, respectively.
Eksportfinans Loans—We have borrowings under the Loan Agreement dated September 12, 2008 (“Eksportfinans Loan A”)
and under the Loan Agreement dated November 18, 2008 (“Eksportfinans Loan B,” and together with Eksportfinans Loan A, the
“Eksportfinans Loans”). The Eksportfinans Loans bear interest at a fixed rate of 4.15 percent and require semi-annual installments of
principal and interest through September 2017 and January 2018 for Eksportfinans Loan A and Eksportfinans Loan B, respectively. At
December 31, 2015 and 2014, the aggregate principal amount outstanding under the Eksportfinans Loans was NOK 1.9 billion and
NOK 2.8 billion, equivalent to approximately $217 million and $370 million, respectively.
The Eksportfinans Loans require collateral to be held by a financial institution through expiration (the “Eksportfinans Restricted
Cash Investments”). The Eksportfinans Restricted Cash Investments bear interest at a fixed rate of 4.15 percent with semi-annual
installments that correspond with those of the Eksportfinans Loans. At December 31, 2015 and 2014, the aggregate principal amount of
the Eksportfinans Restricted Cash Investments was NOK 1.9 billion and NOK 2.8 billion, equivalent to approximately $217 million and
$370 million, respectively.
7.375% Senior Notes—In March 2002, we issued $247 million principal amount of our 7.375% Senior Notes due April 2018 (the
“7.375% Senior Notes”). The indenture pursuant to which the 7.375% Senior Notes were issued contains restrictions on creating liens,
engaging in sale/leaseback transactions and engaging in merger, consolidation or reorganization transactions. In the year ended
December 31, 2015, we repurchased an aggregate principal amount of $10 million of the 7.375% Senior Notes with an aggregate cash
payment of $9 million and recognized an aggregate gain of $1 million associated with the retirement of debt. At December 31, 2015, the
aggregate outstanding principal amount of the 7.375% Senior Notes was $236 million.
7.45% Notes and 8% Debentures—In April 1997, a predecessor of Transocean Inc. issued $100 million aggregate principal
amount of 7.45% Notes due April 2027 (the “7.45% Notes”) and $200 million aggregate principal amount of 8% Debentures due April 2027
(the “8% Debentures”). The indenture pursuant to which the 7.45% Notes and the 8% Debentures were issued contains restrictions on
creating liens, engaging in sale/leaseback transactions and engaging in merger, consolidation or reorganization transactions. The
7.45% Notes and the 8% Debentures are redeemable at any time at our option subject to a make-whole premium. In the year ended
December 31, 2015, we repurchased an aggregate principal amount of $4 million of the 7.45% Senior Notes with an aggregate cash
payment of $3 million and recognized an aggregate gain of $1 million associated with the retirement of debt. At December 31, 2015, the
aggregate outstanding principal amount of the 7.45% Notes and the 8% Debentures was $96 million and $57 million, respectively.
7% Notes—One of our wholly-owned subsidiaries is the obligor of the 7% Notes due 2028 (the “7% Notes”), and we have not
guaranteed this obligation. The indenture related to the 7% Notes contains limitations on creating liens and sale/leaseback transactions.
The obligor may redeem the 7% Notes in whole or in part at a price equal to 100 percent of the principal amount plus accrued and unpaid
interest, if any, and a make-whole premium. At December 31, 2015, the outstanding principal amount of the 7% Notes was $300 million.
Capital lease contract—In August 2009, we accepted delivery of Petrobras 10000, an asset held under capital lease, and we
recorded $716 million to property and equipment, net and a corresponding increase to long-term debt. The capital lease contract has an
implicit interest rate of 7.8 percent and requires scheduled monthly payments of $6 million through August 2029, after which we will have
the right and obligation to acquire the drillship from the lessor for one dollar. See Note 14—Commitments and Contingencies.
7.5% Notes—In April 2001, we issued $600 million aggregate principal amount of 7.5% Notes due April 2031 (the “7.5% Notes”).
The indenture pursuant to which the notes were issued contains restrictions on creating liens, engaging in sale/leaseback transactions and
engaging in merger, consolidation or reorganization transactions. In the year ended December 31, 2015, we repurchased an aggregate
principal amount of $7 million of the 7.5% Senior Notes with an aggregate payment of $5 million and recognized an aggregate gain of
$2 million associated with the retirement of debt. At December 31, 2015, the outstanding principal amount of the 7.5% Notes was
$593 million.
ADDCL Credit Facility—ADDCL had a $704 million senior secured credit facility, established under a bank credit agreement
dated June 2, 2008 that was scheduled to expire in December 2017 (the “ADDCL Credit Facility”), for which one of our subsidiaries
provided the portion of the commitment for the facility. In February 2014, we made a cash payment of $614 million to repay the borrowings
outstanding under the ADDCL Credit Facility, $451 million of which was paid to one of our subsidiaries and eliminated in consolidation.
Upon repayment of all borrowings, we terminated the bank credit agreement under which the credit facility was established.
1.50% Series C Convertible Senior Notes—In December 2007, we issued $2.2 billion aggregate principal amount of the
1.50% Series C Convertible Senior Notes due December 2037 (the “Convertible Senior Notes”). On December 14, 2012, certain holders
of the Series C Convertible Senior Notes exercised their option to require us to repurchase all or any part of such holders’ notes, and as a
result, we were required to repurchase an aggregate principal amount of $1.7 billion of the Series C Convertible Senior Notes for an
aggregate cash payment of $1.7 billion. In February 2013, we redeemed the remaining $62 million aggregate principal amount of the
Series C Convertible Senior Notes for an aggregate cash payment of $62 million.
AR-80
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Callable Bonds—We were the obligor for the FRN Aker Drilling ASA Senior Unsecured Callable Bond Issue 2011/2016 and the
11% Aker Drilling ASA Senior Unsecured Callable Bond Issue 2011/2016 (together, the “Callable Bonds”), which were publicly traded on
the Oslo Stock Exchange. In March 2013, we made an aggregate cash payment of NOK 1,567 million, equivalent to $273 million, to
redeem the aggregate outstanding principal amount of NOK 1,500 million, equivalent to $262 million. In the year ended December 31,
2013, we recognized a loss of $1 million associated with the retirement of debt.
TPDI Credit Facility—Transocean Pacific Drilling Inc. (“TPDI”), our wholly owned subsidiary, had a $1.265 billion secured credit
facility, established under a bank credit agreement dated October 28, 2008, that was scheduled to expire in March 2015 (the “TPDI Credit
Facility”), for which one of our subsidiaries provided a portion of the commitment for the facility. In June 2013, we made a cash payment of
$735 million to repay the borrowings outstanding under the TPDI Credit Facility, $367 million of which was paid to one of our subsidiaries
and eliminated in consolidation. Upon repayment of all borrowings, we terminated the bank credit agreement under which the credit facility
was established and the related security agreement. In the year ended December 31, 2013, we recognized a loss of $1 million associated
with the retirement of debt.
Note 12—Derivatives and Hedging
Derivatives designated as hedging instruments—During the year ended December 31, 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. 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. During the year ended December 31, 2015, we terminated the interest rate swaps previously designated as a fair value
hedge of the 6.5% Senior Notes, and we received an aggregate net cash payment of $24 million in connection with the settlement.
At December 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 rates):
Interest rate swaps, fair value hedge
Aggregate
notional
amount
$
750
Pay
Fixed or
variable
rate
Variable
Weighted
average
rate
Aggregate
notional
amount
5.09 %
$
750
Receive
Fixed or
variable
rate
Fixed
Weighted
average
rate
6 %
At December 31, 2015 and 2014, the aggregate carrying amount of our derivatives designated as fair value hedges, measured at
fair value and excluding accrued interest, was $2 million and $11 million, respectively, recorded in other assets. See Note 23—
Subsequent Events.
We previously had interest rate swaps, which were designated and qualified as a cash flow hedge, to reduce the variability of
cash interest payments associated with the variable-rate borrowings under the TPDI Credit Facility. In June 2013, we repaid the
borrowings under the TPDI Credit Facility, and we terminated these interest rate swaps. In the year ended December 31, 2013, we
recognized a loss of $4 million, recorded in interest expense, net of capitalized amounts, associated with the effective portion of the cash
flow hedges. In connection with the termination, we recognized a loss of $14 million, recorded in other, net, including $9 million that we
reclassified from accumulated other comprehensive loss, and we made a net cash payment of $22 million.
Additionally, we had cross-currency interest rate swaps, which were designated and qualified as a cash flow hedge, to reduce
the variability of the cash interest payments and the final cash principal payment associated with the Callable Bonds resulting from the
changes in the U.S. dollar to Norwegian krone exchange rate. In March 2013, in connection with our redemption of the Callable Bonds, we
terminated these cross-currency interest rate swaps and the related security agreement. As a result of the termination, in the year ended
December 31, 2013, we made a cash payment of $128 million, we received a cash payment of NOK 705 million, which we applied to the
redemption of the Callable Bonds, and we reclassified $5 million from accumulated other comprehensive loss to other expense, net.
AR-81
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Note 13—Postemployment Benefit Plans
Defined benefit pension plans and other postretirement employee benefit plans
Overview—In connection with actions taken by us in the year ended December 31, 2015, benefits under all of our remaining
U.S. defined benefit pension plans had ceased accruing or were scheduled to cease accruing by March 31, 2016. We will continue to
maintain the respective pension obligations under such plans until they have been fully satisfied. As of December 31, 2015, we maintained
one funded qualified benefit plan, which primarily covers employees on the U.S. payroll that work outside of the U.S., that will cease to
accrue benefits, effective March 31, 2016. Effective January 1, 2015, we formalized amendments to cease accruing benefits under our
funded qualified defined benefit pension plan, which previously covered substantially all of our U.S. employees, and a supplemental benefit
plan, which previously provided certain eligible employees with benefits in excess of those allowed under the funded qualified defined
benefit pension plan. We also maintain one funded and two unfunded defined benefit plans that had previously ceased accruing benefits.
We refer to these plans, collectively, as the “U.S. Plans.”
As of December 31, 2015, we maintain a defined benefit plan in the U.K. (the “U.K. Plan”), which covers certain current and
former employees in the U.K. (see Note 25—Subsequent Events). We also maintain six funded and two unfunded defined benefit plans,
primarily group pension schemes with life insurance companies, which cover certain eligible Norway employees and former employees
(the “Norway Plans”). Additionally, we maintain certain unfunded defined benefit plans that provide retirement and severance benefits for
certain eligible Nigerian and Indonesian employees. We also maintained an end-of-service benefit plan for certain eligible Egyptian
employees, for which we have satisfied all obligations in the year ended December 31, 2015. We refer to the U.K. Plan, the Norway Plans
and the plans in Nigeria, Indonesia and Egypt, collectively, as the “Non-U.S. Plans.”
We refer to the U.S. Plans and the Non-U.S. Plans, collectively, as the “Transocean Plans”. Additionally, we have several
unfunded contributory and noncontributory other postretirement employee benefit plans (the “OPEB Plans”) covering substantially all of our
U.S. employees. On August 25, 2015, we announced amendments to our OPEB Plans that provide for declining benefits to eligible
participants during a phase-out period ending December 31, 2025.
Assumptions—We estimated our benefit obligations using the following weighted-average assumptions:
Discount rate
Compensation trend rate
4.55 %
3.82 %
December 31, 2015
Non-U.S.
U.S.
Plans
Plans
3.59 %
3.77 %
OPEB
Plans
3.13 %
n/a
December 31, 2014
Non-U.S.
U.S.
Plans
4.15 %
3.82 %
Plans
3.13 %
3.72 %
OPEB
Plans
3.86 %
n/a
We estimated our net periodic benefit costs using the following weighted-average assumptions:
Year ended December 31, 2015
OPEB
Non-U.S.
U.S.
Year ended December 31, 2014
Non-U.S.
OPEB
U.S.
Year ended December 31, 2013
Non-U.S.
U.S.
Discount rate
Expected rate of return
Compensation trend rate
Health care cost trend rate
-initial
-ultimate
-ultimate year
“n/a” means not applicable.
Plans
4.16 %
7.79 %
0.21 %
Plans
3.26 %
5.93 %
3.83 %
Plans
3.86 %
n/a
n/a
Plans
5.04 %
7.18 %
4.13 %
Plans
4.41 %
6.07 %
4.25 %
Plans
4.54 %
n/a
n/a
Plans
Plans
4.19 % 5.13 %
7.48 % 5.79 %
4.22 % 4.21 %
OPEB Plans
3.39 %
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
7.81 %
5.00 %
2023
n/a
n/a
n/a
n/a
n/a
n/a
7.81 %
5.00 %
2020
n/a
n/a
n/a
n/a
n/a
n/a
8.07 %
5.00 %
2020
AR-82
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Funded status—The changes in projected benefit obligation, plan assets and funded status and the amounts recognized on our
consolidated balance sheets were as follows (in millions):
Change in projected benefit obligation
Projected benefit obligation, beginning of period
Actuarial (gains) losses, net
Service cost
Interest cost
Plan amendments
Currency exchange rate changes
Benefits paid
Participant contributions
Special termination benefits
Settlements and curtailments
Projected benefit obligation, end of period
Change in plan assets
Fair value of plan assets, beginning of period
Actual return on plan assets
Currency exchange rate changes
Employer contributions
Participant contributions
Benefits paid
Fair value of plan assets, end of period
Year ended December 31, 2015
Year ended December 31, 2014
U.S.
Plans
Non-U.S.
Plans
OPEB
Plans
Total
U.S.
Plans
Non-U.S.
Plans
OPEB
Plans
Total
$
$
1,592
(71)
5
65
—
—
(65)
—
—
(3)
1,523
1,271
(21)
—
13
—
(65)
1,198
$
629
(83)
26
19
—
(48)
(44)
1
—
2
502
488
12
(39)
21
1
(44)
439
$
59
—
1
2
(33)
—
(8)
3
—
—
24
—
—
—
5
3
(8)
—
2,280
(154)
32
86
(33)
(48)
(117)
4
—
(1)
2,049
1,759
(9)
(39)
39
4
(117)
1,637
$
1,380 $
343
39
64
—
—
(48)
—
1
(187)
1,592
573 $
103
29
27
—
(57)
(48)
1
—
1
629
1,116
160
—
43
—
(48)
1,271
481
37
(39)
56
1
(48)
488
$
53
5
1
2
—
—
(4)
2
—
—
59
—
—
—
2
2
(4)
—
2,006
451
69
93
—
(57)
(100)
3
1
(186)
2,280
1,597
197
(39)
101
3
(100)
1,759
Funded status, end of period
$
(325)
$
(63)
$
(24)
$
(412)
$
(321) $
(141) $
(59)
$
(521)
Balance sheet classification, end of period:
Pension asset, non-current
Accrued pension liability, current
Accrued pension liability, non-current
Accumulated other comprehensive income (loss) (a)
(a) Amounts are before income tax effect.
$
— $
(3)
(322)
(281)
$
2
(3)
(62)
(119)
— $
(3)
(21)
25
$
2
(9)
(405)
(375)
— $
(3)
(318)
(261)
— $
—
(141)
(199)
— $
(4)
(55)
(4)
—
(7)
(514)
(464)
The aggregate projected benefit obligation and fair value of plan assets for plans with a projected benefit obligation in excess of
plan assets were as follows (in millions):
Projected benefit obligation
Fair value of plan assets
U.S.
Plans
$ 1,523
1,198
December 31, 2015
Non-U.S.
OPEB
Plans
Plans
$
$
502
439
24
—
Total
$ 2,049
1,637
U.S.
Plans
$ 1,592
1,271
December 31, 2014
Non-U.S.
OPEB
$
Plans
629
488
$
Plans
59
—
Total
$ 2,280
1,759
At December 31, 2015 and 2014, the accumulated benefit obligation for all defined benefit pension plans was $2.0 billion and
$2.1 billion, respectively. The aggregate accumulated benefit obligation and fair value of plan assets for plans with an accumulated benefit
obligation in excess of plan assets were as follows (in millions):
Accumulated benefit obligation
Fair value of plan assets
U.S.
Plans
$ 1,523
1,198
December 31, 2015
Non-U.S.
OPEB
Plans
Plans
$
$
374
352
24
—
Total
$ 1,921
1,550
U.S.
Plans
$ 1,588
1,271
December 31, 2014
Non-U.S.
OPEB
$
Plans
553
488
$
Plans
59
—
Total
$ 2,200
1,759
Plan assets—We periodically review our investment policies, plan assets and asset allocation strategies to evaluate
performance relative to specified objectives. In determining our asset allocation strategies for the U.S. Plans, we review the results of
regression models to assess the most appropriate target allocation for each plan, given the plan’s status, demographics and duration. For
the U.K. Plan, the plan trustees establish the asset allocation strategies consistent with the regulations of the U.K. pension regulators and
in consultation with financial advisors and company representatives. Investment managers for the U.S. Plans and the U.K. Plan are given
established ranges within which the investments may deviate from the target allocations. For the Norway Plans, we establish minimum
rates of return under the terms of investment contracts with insurance companies.
As of December 31, 2015 and 2014, the weighted-average target and actual allocations of the investments for our funded
Transocean Plans were as follows:
AR-83
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
December 31, 2015
December 31, 2014
Target allocation
Non-U.S.
U.S.
Actual allocation
Non-U.S.
U.S.
Plans
Plans
Plans
Plans
Target allocation
Non-U.S.
U.S.
Plans
Plans
Actual allocation
Non-U.S.
U.S.
Plans
Equity securities
Fixed income securities
Other investments
Total
50 %
50 %
—
100 %
56 %
16 %
28 %
100 %
47 %
52 %
1 %
100 %
49 %
26 %
25 %
100 %
50 %
50 %
—
100 %
49 %
51 %
53 %
15 %
32 % —
100 % 100 %
As of December 31, 2015, the investments for our funded Transocean Plans were categorized as follows (in millions):
Significant observable inputs
Transocean
Non-U.S.
U.S.
December 31, 2015
Significant other observable inputs
Non-U.S.
Transocean
U.S.
Plans
Plans
Plans
Plans
Plans
Plans
U.S.
Plans
Total
Non-U.S.
Plans
Mutual funds
U.S. equity funds
Non-U.S. equity funds
Bond funds
Total mutual funds
Other investments
Cash and money market funds
Property collective trusts
Investment contracts
Total other investments
$ 459
104
626
1,189
$ — $
2
—
2
459
106
626
1,191
$
— $
3
—
3
6
—
—
6
—
—
—
—
6
—
—
6
—
—
—
—
36
179
115
330
—
20
87
107
$
36 $ 459 $
182
115
333
107
626
1,192
—
20
87
107
6
—
—
6
36
181
115
332
—
20
87
107
Plans
52 %
19 %
29 %
100 %
Transocean
Plans
$
495
288
741
1,524
6
20
87
113
Total investments
$ 1,195
$
2
$ 1,197
$
3
$
437
$
440 $ 1,198 $
439
$ 1,637
As of December 31, 2014, the investments for our funded Transocean Plans were categorized as follows (in millions):
Significant observable inputs
Transocean
Non-U.S.
U.S.
December 31, 2014
Significant other observable inputs
Non-U.S.
Transocean
U.S.
Plans
Plans
Plans
Plans
Plans
Plans
U.S.
Plans
Total
Non-U.S.
Plans
Transocean
Plans
Mutual funds
U.S. equity funds
Non-U.S. equity funds
Bond funds
Total mutual funds
Other investments
Cash and money market funds
Property collective trusts
Investment contracts
Total other investments
$
500
113
651
1,264
$ — $
—
—
—
500
113
651
1,264
$
— $
3
—
3
4
—
—
4
3
—
—
3
7
—
—
7
—
—
—
—
43
211
94
348
—
19
118
137
$
43 $
214
94
351
500 $
116
651
1,267
43
211
94
348
$
543
327
745
1,615
—
19
118
137
4
—
—
4
3
19
118
140
7
19
118
144
Total investments
$ 1,268
$
3
$ 1,271
$
3
$
485
$
488 $ 1,271 $ 488
$ 1,759
The U.S. Plans and the U.K. Plan invest primarily in passively managed funds that reference market indices. The funded
Norway Plans are subject to contractual terms under selected insurance programs. Each plan’s investment managers have discretion to
select the securities held within each asset category. Given this discretion, the managers may occasionally invest in our debt or equity
securities, and may hold either long or short positions in such securities. As the plan investment managers are required to maintain well
diversified portfolios, the actual investment in our securities would be immaterial relative to asset categories and the overall plan assets.
AR-84
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Net periodic benefit costs—Net periodic benefit costs, before tax, included the following components (in millions):
Service cost
Interest cost
Expected return on plan assets
Settlements and curtailments
Special termination benefits
Actuarial losses, net
Prior service cost, net
Net periodic benefit costs
Year ended December 31, 2015
Transocean
Non-U.S.
Year ended December 31, 2014 Year ended December 31, 2013
Transocean
Transocean
Non-U.S.
Non-U.S.
U.S.
U.S.
$
$
U.S.
Plans
5
65
(87)
3
—
11
—
(3) $
$
Plans
26
19
(28)
2
—
11
—
30
Plans
31
84
(115)
5
—
22
—
27
$
$
Plans
39
64
(75)
(7)
—
17
(1)
37
$
$
Plans
29
27
(28)
3
—
5
—
36
$
$
Plans
Plans
$
$
68 $
91
(103)
(4)
—
22
(1)
73 $
55 $
63
(70)
2
1
45
(1)
95 $
Plans
27
25
(25)
3
—
3
1
34
Plans
82
88
(95)
5
1
48
—
129
$
$
In September and December 2014, we recognized settlement and curtailment charges for two of our unfunded Non-U.S. Plans in
Nigeria and Egypt associated with certain employee terminations.
In the years ended December 31, 2015, 2014 and 2013, for the OPEB Plans, the combined components of net periodic benefit
costs, including service cost, interest cost, recognized net actuarial losses, prior service cost amortization, curtailments and special
termination benefits were $(1) million, $2 million and $3 million, respectively.
The following table presents the amounts in accumulated other comprehensive income (loss), before tax, that have not been
recognized as components of net periodic benefit costs (in millions):
Actuarial loss, net
Prior service cost, net
Total
U.S.
Plans
December 31, 2015
Non-U.S.
OPEB
Plans
Plans
$
$
(281)
—
(281)
$
$
(119)
—
(119)
$
$
(6) $
31
25
$
Total
(406)
31
(375)
December 31, 2014
Non-U.S.
OPEB
U.S.
Plans
$
$
(261) $
—
(261) $
Plans
(199) $
—
(199) $
Plans
(5) $
1
(4) $
Total
(465)
1
(464)
The following table presents the amounts in accumulated other comprehensive income expected to be recognized as
components of net periodic benefit costs during the year ending December 31, 2016 (in millions):
Actuarial loss, net
Prior service cost, net
Total amount expected to be recognized
Year ending December 31, 2016
U.S.
Plans
Non-U.S.
Plans
OPEB
Plans
$
$
4
—
4
$
$
2
—
2
$
$
— $
(3)
(3) $
Total
6
(3)
3
Funding contributions—In the years ended December 31, 2015, 2014 and 2013, we made an aggregate contribution of
$39 million, $101 million and $115 million, respectively, to the Transocean Plans and the OPEB Plans using our cash flows from
operations. In the year ending December 31, 2016, we expect to contribute $52 million to the Transocean Plans, and we expect to fund
benefit payments of approximately $3 million for the OPEB Plans as costs are incurred.
Benefit payments—The following were the projected benefits payments (in millions):
Years ending December 31,
2016
2017
2018
2019
2020
2021 - 2025
U.S.
Plans
Non-U.S.
Plans
OPEB
Plans
Total
$
$
58
62
66
70
73
407
$
12
9
9
10
11
88
3 $
3
3
3
3
12
73
74
78
83
87
507
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TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Defined contribution plans
At December 31, 2015, we sponsored three defined contribution plans, including (1) a qualified defined contribution savings plan
covering certain employees working in the U.S. (the “U.S. Savings Plan”), (2) a supplemental defined contribution plan covering certain
eligible employees working in the U.S. (the “U.S. Supplemental Savings Plan”) and (3) a defined contribution savings plan covering certain
employees working outside the U.S. (the “Non-U.S. Savings Plan”). In the years ended December 31, 2015, 2014 and 2013, we
recognized expense of $89 million, $84 million and $88 million, respectively, related to our defined contribution plans.
For the U.S. Savings Plan, effective January 1, 2015, we amended the plan to increase our matching contribution to be up to
10.0 percent of each participant’s base salary based on the participant’s contribution to the plan. In the years ended December 31, 2014
and 2013, we made matching contributions of up to 6.0 percent of each participant’s base salary based on the participant’s contribution to
the plan. The U.S. Supplemental Savings Plan, effective January 1, 2015, provides eligible employees with benefits in excess of those
allowed under the U.S. Savings Plan.
For the Non-U.S. Savings Plan, in addition to a matching contribution of up to 6.0 percent of each participant’s base salary based
on the participant’s contribution to the plans, we contribute between 4.5 percent and 6.5 percent of each participant’s base salary, based
on the participant’s years of eligible service.
Note 14—Commitments and Contingencies
Lease obligations
We have operating lease obligations expiring at various dates, principally for real estate, office space and office equipment. In
the years ended December 31, 2015, 2014 and 2013, our rental expense for all operating leases, including operating leases with terms of
less than one year, was approximately $72 million, $95 million and $128 million, respectively.
We also have a capital lease obligation, which is due to expire in August 2029. In the years ended December 31, 2015, 2014
and 2013, depreciation expense associated with Petrobras 10000, the asset held under capital lease, was $23 million, $21 million and
$20 million, respectively.
At December 31, 2015 and 2014, the aggregate carrying amount of this asset held under capital lease was as follows
(in millions):
Property and equipment, cost
Accumulated depreciation
Property and equipment, net
December 31,
2015
2014
774 $
(125)
649 $
780
(105)
675
$
$
At December 31, 2015, the aggregate future minimum rental payments related to our non-cancellable operating leases and the
capital lease were as follows (in millions):
Years ending December 31,
2016
2017
2018
2019
2020
Thereafter
Total future minimum rental payment
Less amount representing imputed interest
Present value of future minimum rental payments under capital leases
Less current portion included in debt due within one year
Long-term capital lease obligation
Capital
lease
Operating
leases
15
15
10
10
9
62
121
$
$
71 $
71
72
72
72
616
974 $
(383)
591
(23)
568
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TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Purchase obligations
At December 31, 2015, the aggregate future payments required under our purchase obligations, primarily related to our newbuild
construction programs, were as follows (in millions):
Years ending December 31,
2016
2017
2018
2019
Thereafter
Total
Purchase
obligations
$
$
968
213
395
779
609
2,964
Macondo well incident commitments and contingencies
Overview—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 off the coast of Louisiana. At the time of the explosion, Deepwater Horizon was contracted to an affiliate of
BP plc. (together with its affiliates, “BP”). Following the incident, we have been subject to civil and criminal claims, as well as causes of
action, fines and penalties by local, state and federal governments. Litigation commenced shortly after the incident, and most claims
against us were 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”). A significant portion of the contingencies arising from the Macondo well incident has now been
resolved as a result of settlements with the U.S. Department of Justice (the “DOJ”), BP, the states of Alabama, Florida, Louisiana,
Mississippi, and Texas (collectively, the “States”) and the Plaintiffs’ Steering Committee (the “PSC”).
During the year ended December 31, 2015, in connection with the settlements, as further described below, we adjusted our
assets and liabilities associated with contingencies resulting from the Macondo well incident. In the year ended December 31, 2015, we
recognized income of $788 million ($735 million, or $2.02 per diluted share, net of tax) recorded as a net reduction to operating and
maintenance costs and expenses, including $538 million associated with recoveries from insurance for our previously incurred losses,
$125 million associated with partial reimbursement from BP for our previously incurred legal costs, and $125 million associated with a net
reduction to certain related contingent liabilities, primarily associated with contingencies that have either been settled or otherwise resolved
as a result of settlements with BP and the PSC. We made such adjustments with corresponding entries to increase accounts receivable
by $663 million and decrease other current liabilities by $125 million. In the year ended December 31, 2015, we received cash proceeds of
$663 million, including $125 million from BP and $538 million from insurance, associated with reimbursement for or recoveries of
previously incurred losses.
We have recognized a liability for the remaining estimated loss contingencies associated with litigation resulting from the
Macondo well incident that we believe are probable and for which a reasonable estimate can be made. At December 31, 2015 and 2014,
the liability for estimated loss contingencies that we believe are probable and for which a reasonable estimate can be made was
$250 million and $426 million, respectively, recorded in other current liabilities. We believe the remaining most notable claims against us
arising from the Macondo well incident are the potential settlement class opt-outs from the PSC Settlement Agreement, as described
below. The liability for estimated loss contingencies at December 31, 2015, included, among others, the amount we have agreed to pay as
a result of our settlement with the PSC (see “—PSC Settlement Agreement” below), which is subject to approval by the MDL Court. The
remaining litigation could result in certain loss contingencies that we believe are reasonably possible. Although we have not recognized a
liability for such loss contingencies, these contingencies could result in liabilities that we ultimately recognize.
We recognize an asset associated with the portion of our estimated losses that we believe is probable of recovery from
insurance and for which we had received from underwriters’ confirmation of expected payment. At 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.
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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
We believe we have agreements that will resolve substantially all outstanding claims against us arising from the Macondo well
incident through a series of settlements with the following parties:
(cid:131)
(cid:131)
(cid:131)
(cid:131)
(cid:131)
U.S. Department of Justice—Guilty plea agreement (“Plea Agreement”) and civil consent decree (“Consent Decree”), entered into on
January 3, 2013, provide for $1.4 billion in fines and penalties, payable in installments through February 2017, and require us to take a
number of certain actions, including to enhance safety and environmental compliance when operating in U.S. waters, as further specified
below.
U.S. Environmental Protection Agency—Administrative agreement (the “EPA Agreement”), entered into on February 25, 2013, resolves
all matters related to suspension, debarment and disqualification and requires us to comply with the Plea Agreement and Consent Decree
and continue implementation of certain programs and undertake further actions as specified below. Pursuant to the EPA Agreement, we
must refrain from engaging in business relationships with persons or entities that are restricted from conducting business in the U.S.
BP—Settlement Agreement (“BP Settlement Agreement”), entered into on May 20, 2015, resolves all Macondo litigation and claims
between BP and us, commits BP to pay us $125 million, to indemnify us for compensatory damages from oil pollution, and provides for
the mutual release of all claims, including claims by BP to be an unlimited additional insured under our insurance policies.
Plaintiff Steering Committee—Settlement agreement (the “PSC Settlement Agreement”) filed with the MDL Court on May 29, 2015 and
subject to approval by the MDL Court, obligates us to pay $212 million to private plaintiffs, businesses and local governments, and up to
an additional $25 million for reimbursement of plaintiff attorneys’ fees in exchange for a release of claims brought by the PSC against us.
The States—Settlement Agreement (the “States Settlement Agreement”), effective October 13, 2015, obligates us to make a cash
payment of $35 million to the States in exchange for release of all claims arising from the Macondo well incident.
Payments made pursuant to the Plea Agreement and Consent Decree are not deductible for tax purposes and may not be used
as a basis for indemnity or reimbursement from BP or other defendants involved in the Macondo well incident litigation. Further detail
regarding our settlement obligations and the restrictions that apply to us is provided below.
Plea Agreement—Pursuant to the Plea Agreement, one of our subsidiaries pled guilty to one misdemeanor count of negligently
discharging oil into the U.S. Gulf of Mexico, in violation of the Clean Water Act (“CWA”) and agreed to be subject to probation through
February 2018. The DOJ agreed, subject to the provisions of the Plea Agreement, not to further prosecute us for certain matters arising
from the Macondo well incident. We remain subject to probation through February 2018.
We also agreed to make an aggregate cash payment of $400 million, including a criminal fine of $100 million and cash
contributions of $150 million to the National Fish & Wildlife Foundation and $150 million to the National Academy of Sciences, payable in
scheduled installments. In the years ended December 31, 2015, 2014 and 2013, we made an aggregate cash payment of $60 million,
$60 million and $160 million, respectively, in satisfaction of amounts due under the Plea Agreement. At December 31, 2015 and 2014, the
carrying amount of our liability for settlement obligations under the Plea Agreement was $120 million and $180 million, respectively. At
December 31, 2015, the aggregate future payments required under our outstanding settlement obligations under the Plea Agreement were
$60 million in each of the years ending December 31, 2016 and 2017.
Consent Decree—Pursuant to the Consent Decree, we agreed to pay $1.0 billion in civil penalties, excluding interest. In the
years ended December 31, 2015, 2014 and 2013, we paid $204 million, $412 million and $404 million, respectively, including interest at a
rate of 2.15 percent, in satisfaction of amounts due under the Consent Decree. As of December 31, 2015, we have satisfied our required
payments due under the Consent Decree. At December 31, 2014, the amount due under the Consent Decree was $200 million, recorded
in other current liabilities.
Under the Consent Decree, we also agreed to undertake certain actions, including enhanced safety and compliance actions
when operating in U.S. waters. The Consent Decree also requires us to submit certain plans, reports and submissions and also requires
us to make such submittals available publicly. One of the required plans is a performance plan (the “Performance Plan”) that contains,
among other things, interim milestones for actions in specified areas and schedules for reports required under the Consent Decree. On
January 2, 2014, the DOJ approved our proposed Performance Plan. Additionally, in compliance with the requirements of the
Consent Decree and upon approval by the DOJ, we have retained an independent auditor to review and report to the DOJ our compliance
with the Consent Decree and an independent process safety consultant to review report and assist with the process safety requirements of
the Consent Decree.
Under the terms of the Consent Decree, the U.S. agreed not to sue Transocean Ltd. and certain of its subsidiaries for civil or
administrative penalties for the Macondo well incident under specified provisions of the CWA, the Outer Continental Shelf Lands Act
(“OCSLA”), the Endangered Species Act, the Marine Mammal Protection Act, the National Marine Sanctuaries Act, the federal Oil and Gas
Royalty Management Act, the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), the Emergency
Planning and Community Right-to-Know Act (“EPCRA”) and the Clean Air Act. In addition, the Consent Decree resolved our appeal of the
incidents of noncompliance under the OCSLA issued by the Bureau of Safety and Environmental Enforcement without any admission of
liability by us.
We may request termination of the Consent Decree after January 2, 2019, provided we meet certain conditions set forth in the
Consent Decree. The Consent Decree resolved the claim by the U.S. for civil penalties under the Clean Water Act. The Consent Decree
did not resolve United States’ claim under the Oil Pollution Act (“OPA”) for natural resource damages (“NRD”) or for removal costs.
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TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
However, BP has agreed to indemnify us for NRD and most removal costs as further discussed under “—BP Settlement Agreement”
below.
EPA Agreement—On February 25, 2013, we and the EPA entered into the EPA Agreement, which has a five-year term.
Subject to our compliance with the terms of the EPA Agreement, the EPA agreed that it will not suspend, debar or statutorily disqualify us
and will lift any existing suspension, debarment or statutory disqualification. In the EPA Agreement, we agreed to comply with our
obligations under the Plea Agreement and the Consent Decree and continue the implementation of certain programs and systems
designed to enhance our environmental management systems and improve our environmental performance. We also agreed to other
specified actions, including the (i) scheduled revision of our environmental management system and maintenance of certain compliance
and ethics programs; (ii) compliance with certain employment and contracting procedures; (iii) engagement of an independent compliance
auditor to, among other things, assess and report to the EPA on our compliance with the terms of the Plea Agreement, the
Consent Decree and the EPA Agreement and (iv) provision of reports and notices with respect to various matters, including those related
to compliance, misconduct, legal proceedings, audit reports, the EPA Agreement, the Consent Decree and the Plea Agreement. The
EPA Agreement prohibits us from entering into, extending or engaging in certain business relationships with individuals or entities that are
debarred, suspended, proposed for debarment or similarly restricted.
BP Settlement Agreement—On May 20, 2015, we entered into a settlement agreement with BP (the “BP Settlement
Agreement”). We believe the BP Settlement Agreement resolves all Macondo well-related litigation between BP and us, and the indemnity
BP has committed to provide will generally address claims by third parties, including claims for economic and property damages, economic
loss and NRD. However, the indemnity obligations do not extend to fines, penalties, or punitive damages. The BP Settlement Agreement
requires that:
(cid:131)
(cid:131)
BP pay us $125 million, and we received such payment in July 2015, as partial reimbursement of the legal costs we have incurred in
connection with the Macondo well incident;
BP indemnify us for compensatory damages, including all natural resource damages and all cleanup and removal costs for oil or
pollutants originating from the Macondo well;
(cid:131) We indemnify BP for personal and bodily injury claims of our employees and for any future costs for the cleanup or removal of pollutants
stored on the Deepwater Horizon vessel;
BP cease efforts to recover as an unlimited additional insured under our insurance policies, and be bound to the insurance
reimbursement rulings related to the Macondo well incident;
BP and we each release and withdraw all claims we have against each other arising from the Macondo well litigation; and
Neither BP nor we make statements regarding gross negligence in the Macondo well incident.
(cid:131)
(cid:131)
(cid:131)
BP settlement with the U.S. and the States—On July 2, 2015, BP announced it had reached an agreement in principle to
settle claims with the U.S.; the States and local governments in the U.S. Gulf region. On October 5, 2015, BP, the U.S. and the States
filed a proposed consent decree that is subject to approval by the MDL Court. If approved, the agreement will resolve the claims of the
U.S. and the States for NRD under OPA. This agreement, together with the NRD indemnity obligations by BP pursuant to the
BP Settlement Agreement, largely eliminates potential liability we may have arising from NRD claims. Accordingly, we believe that our
likelihood of loss resulting from any NRD claims is remote.
PSC Settlement Agreement—On May 29, 2015, together with the PSC, we filed a settlement agreement (the “PSC Settlement
Agreement”) with the MDL Court for approval. Through the PSC Settlement Agreement, we agreed to pay a total of $212 million, plus up
to $25 million for partial reimbursement of attorneys’ fees, to be allocated between two classes of plaintiffs as follows: (1) private plaintiffs,
businesses, and local governments who could have asserted punitive damages claims against us under general maritime law (the
“Punitive Damages Class”); and (2) private plaintiffs who previously settled economic damages claims against BP and were assigned
certain claims BP had made against us (the “Assigned Claims Class”). A court-appointed neutral representative established the allocation
of the settlement payment to be 72.8 percent paid to the Punitive Damages Class and 27.2 percent paid to the Assigned Claims Class. In
exchange for these payments, each of the classes agreed to release all respective claims it has against us. Members of the Punitive
Damages Class may opt out of the PSC Settlement Agreement and pursue punitive damages claims against us, but we may terminate the
PSC Settlement Agreement if the number of opt outs exceeds a specified threshold amount. In August 2015, we made a cash deposit of
$212 million into an escrow account pending approval of the settlement by the MDL Court. At December 31, 2015, the balance of the
escrow account was $212 million, recorded in other current assets.
States settlement agreement—Effective October 13, 2015, we finalized a settlement agreement with the States, pursuant to
which the States agreed to release all of their claims against us arising from the Macondo well incident. On October 22, 2015, we made an
aggregate cash payment of $35 million to the States.
Multidistrict litigation proceeding—Most Macondo well-related claims against us have been resolved under various
settlements, described above. There are, however, still pending claims by potential opt-outs from the settlement with the PSC and a
number of other parties. As of December 31, 2015, the MDL Court has completed the liability phase trial, and additional litigation and
appeals continue.
The Phase One trial in 2013 addressed fault for the Macondo blowout and resulting oil spill. The MDL Court’s September 2014
Phase One ruling concluded that BP was grossly negligent and reckless and 67 percent at fault for the blowout, explosion, and spill; that
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TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
we were negligent and 30 percent at fault; and that Halliburton Company (“Halliburton”) was negligent and three percent at fault. The
finding that we were negligent, but not grossly negligent, meant that, subject to a successful appeal, we would not be held liable for
punitive damages and that BP was required to honor its contractual agreements to indemnify us for compensatory damages and release
its claims against us. Our settlements with BP and the PSC finally resolve the indemnity and release issues (see “—BP Settlement
Agreement” and “—PSC Settlement Agreement”) and, upon court approval of such settlements, largely eliminate our risk should these
determinations be reversed through the appeal process. 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 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, found that “Transocean’s liability to government entities
for removal costs is ultimately shifted to BP by virtue of contractual indemnity,” and BP has agreed to indemnify removal costs through the
BP Settlement Agreement (see “—BP Settlement Agreement”).
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 we, along with BP, the PSC, Halliburton and the State of Alabama
have each appealed or cross-appealed aspects of the ruling. These appeals have been stayed pending the finalization and court approval
of BP’s settlement with the U.S. and the States. As a result of our settlements, we do not expect any party to challenge the ruling with
respect to Transocean when the appeals resume, and we expect that any remaining issues in the appeal would be addressed to the other
parties.
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.
Pending claims—As of December 31, 2015, approximately 1,376 actions or claims are pending against us, along with other
unaffiliated defendants arising from individual complaints as well as 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 other courts. These claims
were originally filed in various state and federal courts, and most have been consolidated in the MDL Court. We believe our settlement
with the PSC, if approved by the MDL Court, will resolve many of these pending actions. As for any actions not resolved by these
settlements, including any claims by individuals who opt-out of the PSC Settlement Agreement, claims by private environmental groups,
and securities actions, we are vigorously defending those claims and pursuing any and all defenses available.
State and other government claims—Claims have been filed against us by over 200 state, local and foreign governments,
including 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.
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 and the Fifth Circuit upheld the decision 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 claims, and the U.S. Supreme Court denied
review.
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 related 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
and sought compensatory and rescissory damages and attorneys’ fees. 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, which heard oral
argument on August 18, 2015. The court has not yet issued a ruling.
Wreck removal—In December 2010, the U.S. Coast Guard requested that we formulate and submit a comprehensive oil removal
plan to remove any diesel fuel that could be recovered from the Deepwater Horizon vessel. The U.S. Coast Guard has not requested that
we remove the rig wreckage from the sea floor. However, in February 2013, the U.S. Coast Guard submitted a request seeking analysis of
the rig’s riser and cofferdam, which are resting on the seafloor, and recommendations for remediation or removal. Although we have
insurance coverage for wreck removal, such coverage may be less than the total costs required to remove the wreckage from the sea
floor. Under the BP Settlement Agreement, we have agreed to indemnify BP for any costs associated with wreck removal, if requested.
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. We have recovered costs under the first four excess layers, the
limits of which are now fully exhausted. We have submitted claims to the $250 million fifth layer, which if paid, will exhaust such coverage.
This layer is comprised of Bermuda market insurers (the “Bermuda Insurers”). The Bermuda Insurers have asserted various coverage
defenses to our claims, and we have issued arbitration notices to the Bermuda Insurers.
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TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
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
December 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 were 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 December 31, 2015, the
subsidiary was a defendant in approximately 291 lawsuits, some of which include multiple plaintiffs, and we estimate that there are
approximately 324 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 December 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 450 million, equivalent to
approximately $114 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 575 million, equivalent to approximately $145 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 38 million, equivalent to approximately $10 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 and accepted for review in April 2015. 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.
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
AR-91
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
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 the proceedings 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 the Comprehensive Environment Response,
Compensation and Liability Act (“CERCLA”) and similar state acts regulating cleanup of various hazardous waste disposal sites, including
those described below. CERCLA is intended to expedite the remediation of hazardous substances without regard to fault. Potentially
responsible parties (“PRPs”) for each site include present and former owners and operators of, transporters to and generators of the
substances at the site. Liability is strict and can be joint and several.
We have been named as a PRP in connection with a site located in Santa Fe Springs, California, known as the Waste
Disposal, Inc. site. We and other PRPs have agreed with the Environmental Protection Agency (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 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.
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
December 31, 2015, the insured value of our drilling rig fleet was approximately $20.4 billion, excluding our rigs under construction.
Additionally, we maintain various other commercial lines of insurance covering the business. 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.
AR-92
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Hull and machinery coverage—At December 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 December 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.
Letters of credit and surety bonds
At December 31, 2015 and 2014, we had outstanding letters of credit totaling $153 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. At December 31, 2014, such outstanding letters of credit included an amount of $91 million that we
agreed to maintain in support of the operations for Shelf Drilling. Our commitment to provide such financial support expired in
November 2015 (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
related to the importation of our rigs and certain performance and other obligations. At December 31, 2015 and 2014, we had outstanding
surety bonds totaling $30 million and $6 million, respectively.
Note 15—Noncontrolling Interest
Redeemable noncontrolling interest—Changes in redeemable noncontrolling interest were as follows (in millions):
Years ended December 31,
2014
2013
2015
Redeemable noncontrolling interest
Balance, beginning of period
Net income (loss) attributable to noncontrolling interest
Reclassification from noncontrolling interest
Balance, end of period
$
$
11
(3)
—
8
$
$
—
9
2
11
$
$
—
—
—
—
Angola Deepwater Drilling Company Limited—We own a 65 percent interest and Angco Cayman Limited (“Angco Cayman”)
owns a 35 percent interest, in ADDCL, a variable interest entity (see Note 4—Variable Interest Entities). Angco Cayman has the right to
require us to purchase its shares for cash. Accordingly, we present the carrying amount of Angco Cayman’s ownership interest as
redeemable noncontrolling interest on our consolidated balance sheets.
Noncontrolling interest—On February 6, 2014, we formed Transocean Partners to own, operate and acquire modern,
technologically advanced offshore drilling rigs. Transocean Partners holds a 51 percent ownership interest in the entities that own and
operate the ultra-deepwater floaters Development Driller III, Discoverer Clear Leader and Discoverer Inspiration, all of which are currently
located in the U.S. Gulf of Mexico. On August 5, 2014, we completed the initial public offering of 20.1 million common units of
Transocean Partners. We hold the remaining 21.3 million common units, 27.6 million subordinated units, which collectively represented a
70.8 percent limited liability company interest, and all of the incentive distribution rights. In the year ended December 31, 2014, as a result
of the offering, we received cash proceeds of $417 million, net of $26 million for underwriting discounts and commissions and other offering
costs, and we recorded a capital allocation resulting in a decrease of $44 million to noncontrolling interest and a corresponding increase to
additional paid-in capital.
On November 4, 2015, Transocean Partners announced that its board of directors approved a unit repurchase program,
authorizing it to repurchase up to $40 million of its publicly held common units. Subject to market conditions, Transocean Partners may
repurchase units from time to time in the open market or in privately negotiated transactions. It may suspend or discontinue the program at
any time. The common units repurchased under the program will be cancelled. In the year ended December 31, 2015,
Transocean Partners repurchased 91,500 of its publicly held common units for an aggregate purchase price of $1 million. As of
December 31, 2015, we held a 70.9 percent limited liability company interest in Transocean Partners.
In the years ended December 31, 2015 and 2014, Transocean Partners declared and paid an aggregate distribution of
$100 million and $15 million, respectively, to its unitholders, of which $29 million and $4 million, respectively, was paid to the holders of
noncontrolling interest and $71 million and $11 million, respectively, was paid to us and was eliminated in consolidation.
AR-93
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
During the years ended December 31, 2015 and 2014, as a result of transactions with holders of noncontrolling interest in other
subsidiaries, we recorded an allocation of capital, which resulted in a decrease of $9 million and an increase of $11 million, respectively, to
noncontrolling interest with corresponding adjustments to additional paid-in capital.
See Note 5—Impairments.
Note 16—Shareholders’ Equity
Par value reduction—On October 29, 2015, shareholders at our extraordinary general meeting 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. See Note 25—Subsequent Events.
Distributions of qualifying additional paid-in capital—In May 2015, 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 $0.60 per outstanding
share, payable in four quarterly installments of $0.15 per outstanding share, subject to certain limitations. We do not pay the distribution of
qualifying additional paid-in capital with respect to our shares held in treasury or held by our subsidiary. In May 2015, we recognized a
liability of $218 million for the distribution payable, recorded in other current liabilities, with a corresponding entry to additional paid-in
capital. On June 17 and September 23, 2015, we paid the first two installments in the aggregate amount of $109 million to shareholders of
record as of May 29 and August 25, 2015. On October 29, 2015, shareholders at the extraordinary general meeting approved the
cancellation of the third and fourth installments of the distribution. As a result, we reduced our distribution payable, recorded in other
current liabilities, by $109 million with corresponding increase to additional paid-in capital.
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. We do not pay the distribution of qualifying additional paid-in capital with respect to our
shares held in treasury or held by our subsidiary. In May 2014, we recognized a liability of $1.1 billion for the distribution payable, recorded
in other current liabilities, with a corresponding entry to additional paid-in capital. On June 18, September 17 and December 17, 2014, we
paid the first three installments in the aggregate amount of $816 million to shareholders of record as of May 30, August 22 and
November 14, 2014, respectively. 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. We do not pay the distribution of qualifying additional paid-in capital with respect to our
shares held in treasury or held by our subsidiary. In May 2013, we recognized a liability of $808 million for the distribution payable,
recorded in other current liabilities, with a corresponding entry to additional paid-in capital. On June 19, September 18 and December 18,
2013, we paid the first three installments in the aggregate amount of $606 million to shareholders of record as of May 31, August 23 and
November 15, 2013, respectively. 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 in treasury—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 $3.5 billion. On February 12, 2010, our board of directors authorized our management to
implement the share repurchase program.
During the years ended December 31, 2015, 2014 and 2013, we did not purchase any of our shares under our share repurchase
program. At December 31, 2015 and 2014, we held 2.9 million shares in treasury, recorded at cost. On October 29, 2015, shareholders at
our extraordinary general meeting approved the cancellation of all shares that have been repurchased to date under our share repurchase
program. See Note 25—Subsequent Events.
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 December 31, 2015 and 2014, our
subsidiary held 6.9 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):
Balance, beginning of period
Other comprehensive income (loss) before reclassifications
Reclassifications to net income
Other comprehensive income (loss), net
Balance, end of period
Defined benefit
pension plans
$
Year ended December 31, 2015
Derivative
instruments
Total
(404)
48
22
70
(334)
$
$
—
—
—
—
—
$
$
(404)
48
22
70
(334)
$
Defined benefit
pension plans
(264)
(155)
15
(140)
(404)
$
$
Year ended December 31, 2014
Derivative
instruments
Total
$
$
2
—
(2)
(2)
—
$
$
(262)
(155)
13
(142)
(404)
AR-94
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Note 17—Share-Based Compensation Plans
Overview
We have (i) a long-term incentive plan (the “Long-Term Incentive Plan”) for executives, key employees and non-employee
directors under which awards can be granted in the form of restricted share units, restricted shares, stock options, stock appreciation rights
and cash performance awards and (ii) other incentive plans under which awards are currently outstanding. Awards may be granted as
service awards that are earned over a defined service period or as performance awards that are earned based on the achievement of
certain market factors or performance targets or a combination of market factors and performance targets. Our compensation committee
of our board of directors determines the terms and conditions of the awards granted under the Long-Term Incentive Plan. As of
December 31, 2015, we had 55.4 million shares authorized and 21.2 million shares available to be granted under the Long-Term Incentive
Plan.
Service awards typically vest either in three equal annual installments beginning on the first anniversary date of the grant or in an
aggregate installment at the end of the stated vesting period. Performance awards are typically awarded subject to a three-year
measurement period during which the number of options, shares or restricted share units remains uncertain. At the end of the
measurement period, the awarded number of options, shares or restricted share units is determined subject to the stated vesting period.
The performance awards generally vest in one aggregate installment following the determination date. Stock options and stock
appreciation rights, once vested, generally have a seven-year term during which they are exercisable.
As of December 31, 2015, total unrecognized compensation costs related to all unvested share-based awards were $61 million,
which are expected to be recognized over a weighted-average period of 1.7 years. In the years ended December 31, 2015, 2014 and
2013, we recognized additional share-based compensation expense of $9 million, $9 million and $22 million, respectively, in connection
with modifications of share-based awards.
Service awards
Restricted share units—A restricted share unit, also known as a deferred unit, is a notional unit that is equal to one share but
has no voting rights until the underlying share is issued. Our service-based restricted share units are participating securities since they
have the right to receive dividends and other cash distributions to shareholders. The following table summarizes unvested activity for
service-based restricted share units granted under our incentive plans during the year ended December 31, 2015:
Unvested at January 1, 2015
Granted
Vested
Forfeited
Unvested at December 31, 2015
Number
of
units
2,270,853
2,848,521
(1,817,758)
(271,172)
3,030,444
Weighted-average
grant-date fair value
per share
$
$
49.37
18.70
44.54
24.56
25.65
During the year ended December 31, 2015, the aggregate grant-date fair value of the service-based restricted share units that
vested was $81 million.
During the years ended December 31, 2014 and 2013, we granted 1,208,790 and 1,691,029 service-based restricted share
units, respectively, with a weighted-average grant-date fair value of $42.80 and $58.91 per share, respectively. During the years ended
December 31, 2014 and 2013, we had 1,520,023 and 1,556,840 service-based restricted share units, respectively, that vested with an
aggregate grant-date fair value of $87 million and $95 million, respectively.
Stock options—In the years ended December 31, 2015 and 2014, we did not grant service awards in the form of stock options.
In the year ended December 31, 2013, we estimated the grant date fair value of each stock option awarded under the Long-Term Incentive
Plan to be $17.37 per option. We estimated the fair value using the Black-Scholes-Merton option-pricing model with the following
weighted-average assumptions: (a) a dividend yield of 2 percent, (b) an expected price volatility of 39 percent, (c) a risk-free interest rate of
0.94 percent and (d) an expected option life of 5.3 years.
The following table summarizes activity for vested and unvested service-based stock options outstanding under our incentive
plans during the year ended December 31, 2015:
Outstanding at January 1, 2015
Forfeited
Expired
Outstanding at December 31, 2015
Number
of shares
under option
1,746,243
(90,821)
(33,105)
1,622,317
Vested and exercisable at December 31, 2015
1,567,811
AR-95
$
$
$
72.64
59.27
59.05
73.66
74.16
Weighted-average
exercise price
per share
Weighted-average
remaining
contractual term
(years)
Aggregate
intrinsic value
(in millions)
—
—
—
—
$
$
5.77
—
—
4.81
4.73
$
—
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
During the year ended December 31, 2015, no outstanding service-based stock options were exercised. During the year ended
December 31, 2015, the aggregate grant-date fair value of service-based stock options that vested was $9 million. As of December 31,
2015, there were outstanding unvested service-based stock options to purchase 54,506 shares At January 1 and December 31, 2015, we
have presented the aggregate intrinsic value as zero since the weighted-average exercise price per share exceeded the market price of
our shares on these dates.
During the year ended December 31, 2013, we granted service-based stock options to purchase 455,915 shares with a
weighted-average grant-date fair value of $17.37 per service-based stock option. During the years ended December 31, 2014 and 2013,
the total grant-date fair value of service-based stock options that vested was $14 million and $12 million, respectively. During the years
ended December 31, 2014 and 2013, there were service-based stock options to purchase 383,848 and 102,254 shares exercised,
respectively. During the years ended December 31, 2014 and 2013, the total pre-tax intrinsic value of service-based stock options
exercised was $2 million and $5 million, respectively.
Stock appreciation rights—The following table summarizes activity for service-based stock appreciation rights outstanding
under our incentive plans during the year ended December 31, 2015:
Outstanding at January 1, 2015
Forfeited
Outstanding at December 31, 2015
Vested and exercisable at December 31, 2015
Number
of
awards
187,739
(2,737)
185,002
185,002
$
$
$
93.39
86.74
93.49
93.49
Aggregate
intrinsic value
(in millions)
—
—
—
1.76 $
—
0.76 $
0.76 $
—
Weighted-average
exercise price
per share
Weighted-average
remaining
contractual term
(years)
During the years ended December 31, 2015, 2014 and 2013, we did not grant stock appreciation rights and no outstanding stock
appreciation rights were exercised. As of December 31, 2015, there were no unvested stock appreciation rights outstanding. At January 1
and December 31, 2015, we have presented the aggregate intrinsic value as zero since the weighted-average exercise price per share
exceeded the market price of our shares on those dates.
Performance awards
Restricted share units—We grant performance awards in the form of restricted share units that can be earned depending on
the achievement of (a) market factors or (b) both market factors and performance targets. Our performance awards are participating
securities since they have the right to receive dividends and other cash distributions to shareholders. The number of restricted share units
earned is quantified upon completion of the specified period at the determination date. The following table summarizes unvested activity
for performance awards granted in the form of restricted share units under our incentive plans during the year ended December 31, 2015:
Unvested at January 1, 2015
Granted
Vested
Vested and cancelled
Forfeited
Unvested at December 31, 2015
Number
of
units
462,953
652,592
—
(138,677)
(274,737)
702,131
Weighted-average
grant-date fair value
per share
$
$
46.39
17.91
—
74.05
25.38
18.81
During the year ended December 31, 2015, no performance awards vested since neither the market factors nor the performance
targets were achieved. The vested and cancelled performance awards presented above represent units that were unearned due to failure
to achieve the required market condition or performance target.
During the years ended December 31, 2014 and 2013, there were 302,630 and 171,001 performance awards granted,
respectively, with a weighted-average grant-date fair value of $31.73 and $74.05 per share, respectively. During the years ended
December 31, 2014 and 2013, the total grant-date fair value of the performance awards that vested was $8 million and $6 million,
respectively.
AR-96
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Stock options—We have previously granted performance awards in the form of stock options that could be earned depending
on the achievement of certain performance targets. The number of stock options earned was quantified upon completion of the
performance period at the determination date. The following table summarizes activity for vested and unvested performance-based stock
options outstanding under our incentive plans during the year ended December 31, 2015:
Outstanding at January 1, 2015
Forfeited
Expired
Outstanding at December 31, 2015
Number
of shares
under option
159,804
(2,159)
(7,285)
150,360
Vested and exercisable at December 31, 2015
150,360
$
$
$
81.17
59.99
59.99
82.50
82.50
Aggregate
intrinsic value
(in millions)
—
—
—
—
1.41 $
—
—
0.53 $
0.53 $
—
Weighted-average
exercise price
per share
Weighted-average
remaining
contractual term
(years)
During the years ended December 31, 2015, 2014 and 2013, we did not grant performance awards in the form of stock options.
At January 1 and December 31, 2015, we have presented the aggregate intrinsic value as zero since the weighted-average exercise price
per share exceeded the market price of our shares on that date. During the years ended December 31, 2014 and 2013, there were 12,073
there were no unvested
and 7,385 performance-based stock options, respectively, exercised.
performance-based stock options outstanding.
As of December 31, 2015,
Note 18—Supplemental Balance Sheet Information
Other current liabilities were comprised of the following (in millions):
Other current liabilities
Accrued payroll and employee benefits
Macondo well incident settlement obligations
Accrued interest
Accrued taxes, other than income
Distribution payable
Deferred revenue
Deferred revenue of consolidated variable interest entities
Contingent liabilities
Other
Total other current liabilities
Other long-term liabilities were comprised of the following (in millions):
Other long-term liabilities
Accrued pension liabilities
Accrued retiree life insurance and medical benefits
Macondo well incident settlement obligations
Long-term income taxes payable
Deferred revenue
Deferred revenue of consolidated variable interest entities
Drilling contract intangibles
Other
Total other long-term liabilities
December 31,
2015
2014
312
60
82
95
—
187
15
271
24
1,046
$
$
387
260
95
78
272
219
18
460
33
1,822
December 31,
2015
2014
379
20
60
401
161
17
14
56
1,108
$
$
459
56
120
383
201
32
29
74
1,354
$
$
$
$
AR-97
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Note 19—Supplemental Cash Flow Information
Net cash provided by operating activities attributable to the net change in operating assets and liabilities was composed of the
following (in millions):
Changes in operating assets and liabilities
Decrease in accounts receivable
Increase in other current assets
Decrease (increase) in other assets
Decrease in accounts payable and other current liabilities
Decrease in other long-term liabilities
Change in income taxes receivable / payable, net
Additional cash flow information was as follows (in millions):
Certain cash operating activities
Cash payments for interest
Cash payments for income taxes
Non-cash investing and financing activities
Capital additions, accrued at end of period (a)
$
$
$
$
Years ended December 31,
2014
2015
2013
757
(177)
5
(844)
(70)
(35)
(364)
$
$
63
(164)
(7)
(874)
(72)
(29)
(1,083)
$
$
58
(152)
87
(625)
(33)
(151)
(816)
Years ended December 31,
2014
2013
2015
$
439
314
$
490
329
669
457
128
$
124
$
167
(a) These amounts represent additions to property and equipment for which we had accrued a corresponding liability in accounts payable at the end of
the period.
Note 20—Financial Instruments
The carrying amounts and fair values of our financial instruments were as follows:
Cash and cash equivalents
Notes and other loans receivable
Restricted cash balances and investments
Long-term debt, including current maturities
Derivative instruments, assets
December 31, 2015
Carrying
Fair
December 31, 2014
Fair
Carrying
$
amount
2,339
—
467
8,490
2
$
value
2,339
—
474
6,291
2
amount
$ 2,635 $
15
377
10,051
11
value
2,635
15
394
9,778
11
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 December 31, 2015 and 2014, the aggregate carrying amount of our cash equivalents was $1.7 billion.
Loans receivable—We previously held certain loans receivable, which originated in connection with certain asset dispositions.
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 December 31,
2014, the aggregate carrying amount of our 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 December 31, 2015 and 2014, the aggregate carrying amount of the Eksportfinans Restricted Cash Investments was
$216 million and $369 million, respectively. At December 31, 2015 and 2014, the estimated fair value of the Eksportfinans Restricted Cash
Investments was $223 million and $386 million, respectively.
The carrying amount of the restricted cash balances that are subject to restrictions due to legislation, regulation or court order
approximates fair value due to the short term nature of the instruments in which the restricted cash balances are held. At December 31,
2015 and 2014, the aggregate carrying amount of such restricted cash balances was $251 million and $8 million, respectively.
AR-98
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Debt—We measured the estimated fair value of our debt, all of which was 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.
Derivative instruments—The carrying amount of our derivative instruments represents the estimated fair value, excluding
accrued interest. 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 21—Risk Concentration
Interest rate risk—Financial instruments that potentially subject us to concentrations of interest rate risk include our cash
equivalents, short-term investments, restricted cash investments, debt and capital lease obligations. We are exposed to interest rate risk
related to our cash equivalents and short-term investments, as the interest income earned on these investments changes with market
interest rates. Floating rate debt, where the interest rate may be adjusted annually or more frequently over the life of the instrument,
exposes us to short-term changes in market interest rates. Fixed rate debt, where the interest rate is fixed over the life of the instrument
and the instrument’s maturity is greater than one year, exposes us to changes in market interest rates when we refinance maturing debt
with new debt. Our fixed-rate restricted cash investments associated with the Eksportfinans Loans and the respective debt instruments for
which they are restricted, are subject to corresponding and opposing changes in the fair value relative to changes in market interest rates.
From time to time, we may use interest rate swap agreements to manage the effect of interest rate changes on future income.
We do not generally enter into interest rate derivative transactions for speculative or trading purposes. Interest rate swaps are generally
designated as hedges of underlying future interest payments. These agreements involve the exchange of amounts based on variable
interest rates and amounts based on a fixed interest rate over the life of the agreement without an exchange of the notional amount upon
which the payments are based. The interest rate differential to be received or paid on the swaps is recognized over the lives of the swaps
as an adjustment to interest expense. Gains and losses on terminations of interest rate swap agreements are deferred and recognized as
an adjustment to interest expense over the remaining life of the underlying debt. In the event of the early retirement of a designated debt
obligation, any realized or unrealized gain or loss from the swap would be recognized in income.
Currency exchange rate risk—Our international operations expose us to currency exchange rate risk. This risk is primarily
associated with compensation costs of our employees and purchasing costs from non-U.S. suppliers, which are denominated in currencies
other than the U.S. dollar. We use a variety of techniques to minimize the exposure to currency exchange rate risk, including the
structuring of customer contract payment terms and, from time to time, the use of currency exchange derivative instruments.
Our primary currency exchange rate risk management strategy involves structuring customer contracts to provide for payment in
both U.S. dollars and local currency. The payment portion denominated in local currency is based on anticipated local currency
requirements over the contract term. Due to various factors, including customer acceptance, local banking laws, national content
requirements, other statutory requirements, local currency convertibility and the impact of inflation on local costs, actual local currency
needs may vary from those anticipated in the customer contracts, resulting in partial exposure to currency exchange rate risk. The
currency exchange effect resulting from our international operations generally has not had a material impact on our operating results. In
situations where payments of local currency do not equal local currency requirements, we may use currency exchange derivative
instruments, specifically forward exchange contracts, or spot purchases, to mitigate currency exchange rate risk. A forward exchange
contract obligates us to exchange predetermined amounts of specified foreign currencies at specified currency exchange rates on
specified dates or to make an equivalent U.S. dollar payment equal to the value of such exchange.
Credit risk—Financial instruments that potentially subject us to concentrations of credit risk are primarily cash and cash
equivalents, short-term investments, trade receivables, notes and loans receivable and equity investment.
We generally maintain our cash and cash equivalents in time deposits at commercial banks with high credit ratings or mutual
funds, which invest exclusively in high-quality money market instruments. We limit the amount of exposure to any one institution and do
not believe we are exposed to any significant credit risk.
We earn our revenues by providing our drilling services to international oil companies, government-owned oil companies and
government-controlled oil companies. Receivables are dispersed in various countries (see Note 22—Operating Segments, Geographic
Analysis and Major Customers). We establish an allowance for doubtful accounts on a case-by-case basis, considering changes in the
financial position of a customer, when we believe the required payment of specific amounts owed to us is unlikely to occur. Although we
have encountered isolated credit concerns related to independent oil companies, we are not aware of any significant credit risks related to
our customer base and do not generally require collateral or other security to support customer receivables.
We hold investments in debt and equity instruments of certain privately held companies as a result of certain dispositions of
assets and equity interests or as a result of arrangements with certain suppliers. We monitor the financial condition of the investees on an
ongoing basis to determine whether a valuation allowance is required.
AR-99
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Labor agreements—We require highly skilled personnel to operate our drilling units. We conduct extensive personnel
recruiting, training and safety programs. At December 31, 2015, we had approximately 9,100 employees, including approximately
500 persons engaged through contract labor providers. Approximately 30 percent of our total workforce, working primarily in Angola, the
U.K., Nigeria, Norway, Australia and Brazil are represented by, and some of our contracted labor work under, collective bargaining
agreements, substantially all of which are subject to annual salary negotiation. These negotiations could result in higher personnel
expenses, other increased costs or increased operational restrictions as the outcome of such negotiations apply to all offshore employees
not just the union members.
Note 22—Operating Segments, Geographic Analysis and Major Customers
Operating segments—We operate in a single, global market for the provision of contract drilling services to our customers. The
location of our rigs and the allocation of our resources to build or upgrade rigs are determined by the activities and needs of our customers.
Geographic analysis—Operating revenues for our continuing operations by country were as follows (in millions):
Years ended December 31,
2014
2013
2015
Operating revenues
U.S.
U.K.
Norway
Other countries (a)
Total operating revenues
$
$
1,891
1,139
650
3,706
7,386
$ 2,289 $
1,194
1,036
4,655
$ 9,174 $
2,382
1,181
1,208
4,478
9,249
(a) Other countries represent countries in which we operate that individually had operating revenues representing less than 10 percent of total operating
revenues earned.
Long-lived assets of our continuing operations by country were as follows (in millions):
Long-lived assets
U.S.
Korea
Other countries (a)
Total long-lived assets
December 31,
2015
2014
$
$
7,452 $
2,048
11,318
20,818 $
7,080
1,535
12,923
21,538
(a) Other countries represents countries in which we operate that individually had long-lived assets representing less than 10 percent of total long-lived
assets.
A substantial portion of our assets are mobile. Asset locations at the end of the period are not necessarily indicative of the
geographic distribution of the revenues generated by such assets during the periods. Although we are organized under the laws of
Switzerland, we do not conduct any operations and do not have operating revenues in Switzerland. At December 31, 2015 and 2014, the
aggregate carrying amount of our long-lived assets located in Switzerland was $2 million and $3 million, respectively.
Our international operations are subject to certain political and other uncertainties, including risks of war and civil disturbances or
other market disrupting events, expropriation of equipment, repatriation of income or capital, taxation policies, and the general hazards
associated with certain areas in which we operate.
Major customers—For the year ended December 31, 2015, Chevron Corporation (together with its affiliates, “Chevron”) and
Royal Dutch Shell plc, together with its affiliates, accounted for approximately 14 percent and 10 percent, respectively, of our consolidated
operating revenues from continuing operations. For the year ended December 31, 2014, Chevron and BP accounted for approximately
11 percent and nine percent, respectively, of our consolidated operating revenues from continuing operations. For the year ended
December 31, 2013, Chevron and BP accounted for approximately 12 percent and 10 percent, respectively, of our consolidated operating
revenues from continuing operations.
AR-100
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Note 23—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 (the “Other Subsidiaries”), none of which guarantee any indebtedness of the Subsidiary Issuer. The condensed
consolidating financial information may not be indicative of the results of operations, financial position or cash flows had the subsidiaries
operated as independent entities.
We have corrected the presentation of our condensed consolidating statements of comprehensive income (loss) for the years
ended December 31, 2014 and 2013, and our condensed consolidating balance sheets as of December 31, 2014 to properly reflect the
equity in losses of certain Other Subsidiaries resulting from our loss on impairment of goodwill that was previously presented in the
statement of operations of the Subsidiary Issuer. We have also corrected the presentation of other amounts related to the capitalization of
interest expense previously disclosed in the statement of operations of the Other Subsidiaries. In the year ended December 31, 2014, the
effect of these corrections reduced net loss and total comprehensive loss for the Subsidiary Issuer by $286 million, increased net loss and
total comprehensive loss for the Other Subsidiaries by $133 million and decreased the consolidating adjustments by $153 million. In the
year ended December 31, 2013, the effect of these corrections reduced net income and total comprehensive income for the Other
Subsidiaries by $63 million and, correspondingly, increased the consolidating adjustments. The corrections also had a corresponding
effect on the investments in affiliates of the Subsidiary Issuer and the total equity of the Other Subsidiaries. Additionally, on the balance
sheet as of December 31, 2014, we reclassified certain elimination entries from the consolidating adjustments column, eliminating activity
among the other subsidiary companies. Such reclassification reduced the consolidating adjustments by $13.0 billion with a corresponding
reduction to the respective balances of the Other Subsidiaries. These changes had no effect on the consolidated statements of
operations, the consolidated balance sheets or the consolidated or consolidating statements of cash flows, as previously reported.
The following tables include the consolidating adjustments necessary to present the condensed financial statements on a
consolidated basis (in millions):
Operating revenues
Cost and expenses
Loss on impairment
Loss on disposal of assets, net
Operating income (loss)
Other income (expense), net
Interest income (expense), net
Equity in earnings
Other, net
Income from continuing operations before income tax expense
Income tax expense
Income from continuing operations
Income from discontinued operations, net of tax
Net income
Net income attributable to noncontrolling interest
Net income attributable to controlling interest
Other comprehensive income (loss) before income taxes
Income taxes related to other comprehensive loss
Other comprehensive income (loss), net of income taxes
$
Parent
Guarantor
$
—
23
—
—
(23)
(7)
821
—
814
791
—
791
—
791
—
791
—
—
—
Year ended December 31, 2015
Other
Subsidiary
Issuer
$
$
Consolidating
Subsidiaries adjustments Consolidated
7,386
4,111
(1,867)
(28)
1,380
7,392
4,088
(1,867)
(28)
1,409
(6)
(6)
—
—
—
$
—
6
—
—
(6)
(593)
1,387
57
851
845
—
845
1
846
—
846
(3)
—
(3)
190
—
3
193
1,602
206
1,396
1
1,397
35
1,362
89
(16)
73
—
(2,208)
—
(2,208)
(2,208)
—
(2,208)
—
(2,208)
—
(2,208)
—
—
—
(410)
—
60
(350)
1,030
206
824
2
826
35
791
86
(16)
70
896
35
861
Total comprehensive income
Total comprehensive income attributable to noncontrolling interest
Total comprehensive income attributable to controlling interest
791
—
791
$
843
—
843
$
1,470
35
1,435
(2,208)
—
(2,208)
$
$
$
AR-101
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Operating revenues
Cost and expenses
Loss on impairment
Loss on disposal of assets, net
Operating loss
Other income (expense), net
Interest income (expense), net
Equity in earnings
Other, net
Loss from continuing operations before income tax expense
Income tax expense
Loss from continuing operations
Loss from discontinued operations, net of tax
Net loss
Net loss attributable to noncontrolling interest
Net loss attributable to controlling interest
Other comprehensive income (loss) before income taxes
Income taxes related to other comprehensive income
Other comprehensive income (loss), net of income taxes
Total comprehensive loss
Total comprehensive loss attributable to noncontrolling interest
Total comprehensive loss attributable to controlling interest
Operating revenues
Cost and expenses
Loss on impairment
Gain on disposal of assets, net
Operating income (loss)
Other income (expense), net
Interest income (expense), net
Equity in earnings
Other, net
Income from continuing operations before income tax expense
Income tax expense
Income from continuing operations
Income (loss) from discontinued operations, net of tax
Net income
Net income attributable to noncontrolling interest
Net income attributable to controlling interest
Other comprehensive income before income taxes
Income taxes related to other comprehensive loss
Other comprehensive income, net of income taxes
Parent
Guarantor
$
$
—
25
—
—
(25)
Year ended December 31, 2014
Other
Subsidiary
Issuer
$
$
Consolidating
Subsidiaries adjustments Consolidated
9,174
6,483
(4,043)
(26)
(1,378)
9,181
6,448
(4,043)
(26)
(1,336)
(7)
(7)
—
—
—
$
—
17
—
—
(17)
(10)
(1,878)
—
(1,888)
(1,913)
—
(1,913)
—
(1,913)
—
(1,913)
9
—
9
(442)
(1,093)
38
(1,497)
(1,514)
—
(1,514)
(13)
(1,527)
—
(1,527)
(76)
—
(76)
8
—
(16)
(8)
(1,344)
146
(1,490)
(7)
(1,497)
(53)
(1,444)
(88)
13
(75)
—
2,971
—
2,971
2,971
—
2,971
—
2,971
—
2,971
—
—
—
(444)
—
22
(422)
(1,800)
146
(1,946)
(20)
(1,966)
(53)
(1,913)
(155)
13
(142)
(1,904)
—
(1,904)
$
(1,603)
—
(1,603)
(1,572)
(53)
(1,519)
$
$
2,971
—
2,971
$
(2,108)
(53)
(2,055)
$
$
Parent
Guarantor
Year ended December 31, 2013
Other
Consolidating
Subsidiary
Issuer
Subsidiaries adjustments
$
—
29
—
—
(29)
$
—
9
—
—
(9)
(15)
1,450
1
1,436
1,407
—
1,407
—
1,407
—
1,407
3
—
3
(475)
2,049
(15)
1,559
1,550
—
1,550
(97)
1,453
—
1,453
238
—
238
$
9,251
6,922
(81)
7
2,255
(42)
—
(15)
(57)
2,198
258
1,940
106
2,046
—
2,046
19
2
21
—
(3,499)
—
(3,499)
(3,499)
—
(3,499)
—
(3,499)
—
(3,499)
—
—
—
Consolidated
9,249
6,958
(81)
7
2,217
(2) $
(2)
—
—
—
(532)
—
(29)
(561)
1,656
258
1,398
9
1,407
—
1,407
260
2
262
1,669
3
1,666
Total comprehensive income
Total comprehensive income attributable to noncontrolling interest
Total comprehensive income attributable to controlling interest
1,410
—
1,410
$
1,691
—
1,691
$
2,067
3
2,064
(3,499)
—
(3,499)
$
$
AR-102
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Assets
Cash and cash equivalents
Other current assets
Total current assets
Property and equipment, net
Investment in affiliates
Other assets
Total assets
Liabilities and equity
Debt due within one year
Other current liabilities
Total current liabilities
Long-term debt
Other long-term liabilities
Total long-term liabilities
Commitments and contingencies
Redeemable noncontrolling interest
Total equity
Total liabilities and equity
Assets
Cash and cash equivalents
Other current assets
Total current assets
Property and equipment, net
Investment in affiliates
Other assets
Total assets
Liabilities and equity
Debt due within one year
Other current liabilities
Total current liabilities
Long-term debt
Other long-term liabilities
Total long-term liabilities
Commitments and contingencies
Redeemable noncontrolling interest
Total equity
Total liabilities and equity
Parent
Guarantor
Subsidiary
Issuer
December 31, 2015
Other
Consolidating
Subsidiaries adjustments
Consolidated
$
$
1
4
5
—
14,526
—
14,531
—
15
15
—
18
18
—
460
812
1,272
—
29,422
4,845
35,539
973
401
1,374
19,954
290
20,244
$
1,878
2,775
4,653
20,818
—
14,245
39,716
120
2,305
2,425
5,807
1,139
6,946
$
— $
(1,145)
(1,145)
—
(43,948)
(18,364)
(63,457)
—
(1,145)
(1,145)
(18,364)
—
(18,364)
2,339
2,446
4,785
20,818
—
726
26,329
1,093
1,576
2,669
7,397
1,447
8,844
—
8
—
8
14,498
14,531
$
13,921
35,539
$
30,337
39,716
$
(43,948)
$ (63,457)
14,808
26,329
$
Parent
Guarantor
Subsidiary
Issuer
December 31, 2014
Other
Consolidating
Subsidiaries adjustments
Consolidated
$
$
16
12
28
—
13,952
—
13,980
—
287
287
—
22
22
—
842
757
1,599
—
30,923
3,858
36,380
897
473
1,370
21,446
280
21,726
$
1,777
3,570
5,347
21,538
—
14,742
41,627
135
3,111
3,246
4,980
1,488
6,468
$
— $
(1,134)
(1,134)
—
(44,875)
(17,407)
(63,416)
—
(1,134)
(1,134)
(17,407)
—
(17,407)
2,635
3,205
5,840
21,538
—
1,193
28,571
1,032
2,737
3,769
9,019
1,790
10,809
—
11
—
11
13,671
13,980
$
13,284
36,380
$
31,902
41,627
$
(44,875)
$ (63,416)
13,982
28,571
$
AR-103
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Cash flows from operating activities
$
(18)
$
(617)
$
4,080 $
—
$
3,445
Parent
Guarantor
Subsidiary
Year ended December 31, 2015
Other
Consolidating
Subsidiaries adjustments
Issuer
Consolidated
Cash flows from investing activities
Capital expenditures
Proceeds from disposal of assets, net
Proceeds from disposal of assets in discontinued operations, net
Proceeds from repayment of loans receivable
Investing activities with affiliates, net
Net cash used in investing activities
Cash flows from financing activities
Repayments of debt
Proceeds from restricted cash investments
Distribution of qualifying additional paid-in capital
Distribution to holders of noncontrolling interest
Financing activities with affiliates, net
Other, net
Net cash provided by (used in) financing activities
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
Cash flows from operating activities
Cash flows from investing activities
Capital expenditures
Proceeds from disposal of assets, net
Proceeds from disposal of assets in discontinued operations, net
Proceeds from repayment of notes and loans receivable
Investment in loans receivable
Investing activities with affiliates, net
Other, net
Net cash used in investing activities
Cash flows from financing activities
Repayments of debt
Proceeds from restricted cash investments
Proceeds from sale of noncontrolling interest
Deposits to restricted cash investments
Issue costs for sale of noncontrolling interest
Distribution of qualifying additional paid-in capital
Distributions to holders of noncontrolling interest
Financing activities with affiliates, net
Other, net
Net cash provided by (used in) financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
—
—
—
—
—
—
—
—
(381)
—
387
(3)
3
(15)
16
1
$
—
—
—
—
(1,942)
(1,942)
(1,372)
—
—
—
3,549
—
2,177
(382)
842
460
(2,001)
51
3
15
(3,532)
(5,464)
(134)
110
—
(29)
1,538
—
1,485
101
1,777
1,878
$
$
—
—
—
—
5,474
5,474
—
—
—
—
(5,474)
—
(5,474)
—
—
— $
$
(2,001)
51
3
15
—
(1,932)
(1,506)
110
(381)
(29)
—
(3)
(1,809)
(296)
2,635
2,339
Parent
Guarantor
Year ended December 31, 2014
Other
Consolidating
Subsidiaries adjustments
Issuer
Subsidiary
Consolidated
$
801
$
1,362
$
57
$
— $
2,220
—
—
—
—
—
—
—
—
—
—
—
—
—
(1,018)
—
236
(7)
(789)
—
—
—
—
—
(2,520)
—
(2,520)
—
—
—
—
—
—
—
389
(6)
383
12
4
16
$
(775)
1,617
842
$
$
(2,165)
215
35
101
(15)
(379)
1
(2,207)
(539)
176
443
(20)
(26)
—
(5)
2,274
2
2,305
155
1,622
1,777
—
—
—
—
—
2,899
—
2,899
—
—
—
—
—
—
—
(2,899)
—
(2,899)
(2,165)
215
35
101
(15)
—
1
(1,828)
(539)
176
443
(20)
(26)
(1,018)
(5)
—
(11)
(1,000)
—
—
— $
(608)
3,243
2,635
$
AR-104
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Parent
Guarantor
Year ended December 31, 2013
Other
Consolidating
Subsidiaries adjustments
Issuer
Subsidiary
Consolidated
Cash flows from operating activities
Cash flows from investing activities
Capital expenditures
Proceeds from disposal of assets, net
Proceeds from disposal of assets in discontinued operations, net
Proceeds from sale of preference shares
Proceeds from repayment of notes receivable
Investing activities with affiliates, net
Net cash used in investing activities
Cash flows from financing activities
Repayments of debt
Proceeds from restricted cash investments
Deposits to restricted cash investments
Distribution of qualifying additional paid-in capital
Financing activities with affiliates, net
Other, net
Net cash provided by (used in) financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
$
(51)
$
(661)
$
2,630
$
— $
1,918
—
—
—
—
—
—
—
—
—
—
(606)
643
(6)
31
—
—
—
185
—
(1,461)
(1,276)
(562)
—
—
—
978
(17)
399
(2,238)
174
204
—
17
(1,100)
(2,943)
(1,130)
298
(119)
—
940
(9)
(20)
—
—
—
—
—
2,561
2,561
—
—
—
—
(2,561)
—
(2,561)
(2,238)
174
204
185
17
—
(1,658)
(1,692)
298
(119)
(606)
—
(32)
(2,151)
(20)
24
4
$
(1,538)
3,155
1,617
$
(333)
1,955
1,622
$
—
—
— $
(1,891)
5,134
3,243
$
AR-105
TRANSOCEAN LTD. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—continued
Note 24—Quarterly Results (Unaudited)
2015
Operating revenues
Operating income (loss) (a)
Income (loss) from continuing operations (a)
Net income (loss) (a)
Net income (loss) attributable to controlling interest (a)
Per share earnings (loss) from continuing operations
Basic
Diluted
Weighted-average shares outstanding
Basic
Diluted
2014
Operating revenues
Operating income (b)
Income from continuing operations (b)
Net income (b)
Net income attributable to controlling interest (b)
Per share earnings from continuing operations
Basic
Diluted
Weighted-average shares outstanding
Basic
Diluted
Three months ended
March 31,
June 30,
September 30, December 31,
(In millions, except per share data)
$
$
$
$
1,851
750
617
617
611
1.66
1.66
364
364
2,237
(647)
(762)
(766)
(739)
$
2,043
(321)
(467)
(469)
(483)
1,884 $
506
347
348
342
(1.32)
(1.32)
$
$
0.93 $
0.93 $
363
363
1,608
445
327
330
321
0.87
0.87
364
364
$
$
$
$
$
$
363
363
2,339
672
474
466
456
1.27
1.27
361
361
$
$
$
2,328 $
765
604
597
587
2,270
(2,168)
(2,262)
(2,263)
(2,217)
1.63 $
1.63 $
(6.12)
(6.12)
$
$
(2.03)
(2.03)
362
362
362
362
362
362
(a) First quarter, second quarter, third quarter and fourth quarter included an aggregate loss of $692 million associated with the impairment of certain
drilling units classified as assets held for sale. First quarter and second quarter included a loss of $507 million and $668 million, respectively,
associated with the impairment of our deepwater asset group and midwater asset group, respectively. Second quarter included income of
$788 million associated with recoveries of previously incurred costs associated with the Macondo well incident. Third quarter and fourth quarter
included an aggregate net gain of $23 million associated with the retirement of debt. See Note 5—Impairments, Note 9—Drilling Fleet and
Note 14—Commitments and Contingencies.
(b) First quarter and third quarter included a loss of $3 million associated with loss contingencies and income of $22 million associated with insurance
recoveries, net, respectively, related to the Macondo well incident. First, third and fourth quarters included an aggregate loss of $268 million
associated with the impairment of certain drilling units classified as assets held for sale. Third quarter included a loss of $788 million associated with
the impairment of the deepwater floater asset group. Third quarter and fourth quarter included an aggregate loss of $3.0 billion associated with the
full impairment of the remaining carrying amount of our goodwill. See Note 5—Impairments, Note 9—Drilling Fleet and Note 14—Commitments and
Contingencies.
Note 25—Subsequent Events
Norway tax investigations and trial—Subsequent to December 31, 2015, the Norwegian authorities formally and
unconditionally dropped all criminal charges against our subsidiaries and the two employees of our former external advisors and our former
external Norwegian attorney regarding disclosures in our Norwegian tax returns related to a dividend payment in 2001 and regarding
disclosures in our Norwegian tax returns related to an intercompany rig sale in 1999 and certain inaccuracies in Norwegian statutory
financial statements for the years ended December 31, 1996 through 2001. As a result, no criminal charges remain outstanding for any of
the previously reported Norway tax investigations or trials, and all of our subsidiaries and external advisors have been fully acquitted of all
criminal charges.
Par value reduction and shares held in treasury—Following a formal notification to creditors and establishment of a public
deed of compliance, the reduction of our par value and the cancellation of our shares held in treasury, which were approved at our
extraordinary general meeting held on October 29, 2015, became effective as of January 7, 2016 upon registration in the commercial
register.
Postemployment benefit plans—Subsequent to December 31, 2015, we and the plan trustees mutually agreed to cease
accruing benefits under the U.K. Plan, effective March 31, 2016.
Derivatives and hedging—Subsequent to December 31, 2015, we terminated our interest rate swaps previously designated as
a fair value hedge of the 6.0% Senior Notes, and we received an aggregate net cash payment of $11 million in connection with the
settlement.
AR-106
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
We have not had a change in or disagreement with our accountants within 24 months prior to the date of our most recent
financial statements or in any period subsequent to such date.
Item 9A.
Controls and Procedures
Disclosure controls and procedures—We carried out an evaluation, under the supervision and with the participation of
management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and
procedures as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures, as defined in the Exchange Act, Rules 13a-15 and 15d-15, were effective
as of December 31, 2015 to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under
the Exchange Act is (1) accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial
Officer, to allow timely decisions regarding required disclosure and (2) recorded, processed, summarized and reported within the time
periods specified in the U.S. Securities and Exchange Commission’s rules and forms.
Internal control over financial reporting—There were no changes to our internal control over financial reporting during the
quarter ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting. See “Management’s Report on Internal Control Over Financial Reporting” and “Report of Independent Registered
Public Accounting Firm” included in Item 8 of this annual report.
Item 9B.
Other Information
None.
AR-107
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
Item 11.
Executive Compensation
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters
Item 13.
Certain Relationships, Related Transactions, and Director Independence
Item 14.
Principal Accounting Fees and Services
The information required by Items 10, 11, 12, 13 and 14 is incorporated herein by reference to our definitive proxy statement for
our 2016 annual general meeting of shareholders, which will be filed with the U.S. Securities and Exchange Commission pursuant to
Regulation 14A under the Securities Exchange Act of 1934 within 120 days of December 31, 2015. Certain information with respect to our
executive officers is set forth in Item 4 of this annual report under the caption “Executive Officers of the Registrant.”
AR-108
PART IV
Item 15.
Exhibits and Financial Statement Schedules
(a)
Index to Financial Statements, Financial Statement Schedules and Exhibits
(1) Index to Financial Statements
Included in Part II of this report:
Management’s Report on Internal Control Over Financial Reporting
Reports of Independent Registered Public Accounting Firm
Consolidated Statements of Operations
Consolidated Statements of Comprehensive Income (Loss)
Consolidated Balance Sheets
Consolidated Statements of Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
Page
AR-55
AR-56
AR-59
AR-60
AR-61
AR-62
AR-63
AR-64
Financial statements of unconsolidated subsidiaries are not presented herein because such subsidiaries do not meet the
significance test.
(2) Financial Statement Schedules
Transocean Ltd. and Subsidiaries
Schedule II - Valuation and Qualifying Accounts
(In millions)
Additions
Balance at
beginning of
period
Charge to cost
and
expenses
Charge to
other
accounts
-describe
Deductions
-describe
Balance at
end of
period
$
$
$
$
20
66
210
14
80
247
— $
17
37
— $
29
93
— $
—
—
6 (a) $
3 (b)
—
— $
—
—
$
—
—
—
14
80
247
14
109
340
$
14 $
109
340
— $
62
34
— $
—
—
14 (a) $
23 (b)
—
—
148
374
Year ended December 31, 2013
Reserves and allowances deducted from asset accounts:
Allowance for doubtful accounts receivable
Allowance for obsolete materials and supplies
Valuation allowance on deferred tax assets
Year ended December 31, 2014
Reserves and allowances deducted from asset accounts:
Allowance for doubtful accounts receivable
Allowance for obsolete materials and supplies
Valuation allowance on deferred tax assets
Year ended December 31, 2015
Reserves and allowances deducted from asset accounts:
Allowance for doubtful accounts receivable
Allowance for obsolete materials and supplies
Valuation allowance on deferred tax assets
(a) Uncollectible accounts receivable written off, net of recoveries.
(b) Amount related to sale of rigs and related equipment.
Other schedules are omitted either because they are not required or are not applicable or because the required information is
included in the financial statements or notes thereto.
AR-109
(3) Exhibits
The following exhibits are filed in connection with this Report:
†
Number
3.1
3.2
Description
Articles of Association of Transocean Ltd.
Organizational Regulations of Transocean Ltd. (incorporated by reference to Exhibit 3.2 to Transocean Ltd.’s Quarterly
Report on Form 10-Q (Commission File No. 000-53533) for the quarter ended September 30, 2014)
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
Indenture dated as of April 15, 1997 between Transocean Offshore Inc. and Texas Commerce Bank
National Association, as trustee (incorporated by reference to Exhibit 4.1 to Transocean Offshore Inc.’s Current Report
on Form 8-K (Commission File No. 001-07746) filed on April 30, 1997)
First Supplemental Indenture dated as of April 15, 1997 between Transocean Offshore Inc. and Texas Commerce
Bank National Association, as trustee, supplementing the Indenture dated as of April 15, 1997 (incorporated by
reference to Exhibit 4.2 to Transocean Offshore Inc.’s Current Report on Form 8-K (Commission File No. 001-07746)
filed on April 30, 1997)
Second Supplemental Indenture dated as of May 14, 1999 between Transocean Offshore (Texas) Inc., Transocean
Offshore Inc. and Chase Bank of Texas, National Association, as trustee (incorporated by reference to Exhibit 4.5 to
Transocean Offshore Inc.’s Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (Registration
No. 333-59001-99))
Fifth Supplemental Indenture, dated as of December 18, 2008, among Transocean Ltd., Transocean Inc. and The Bank
of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.4 to Transocean Ltd.’s
Current Report on Form 8-K filed on December 19, 2008)
Form of 7.45% Notes due April 15, 2027 (incorporated by reference to Exhibit 4.3 to Transocean Offshore Inc.’s
Current Report on Form 8-K (Commission File No. 001-07746) filed on April 30, 1997)
Form of 8.00% Debentures due April 15, 2027 (incorporated by reference to Exhibit 4.4 to Transocean Offshore Inc.’s
Current Report on Form 8-K (Commission File No. 001-07746) filed on April 30, 1997)
Officers’ Certificate establishing the terms of the 7.50% Note due April 15, 2031 (incorporated by reference to
Exhibit 4.3 to Transocean Sedco Forex Inc.’s Current Report on Form 8-K (Commission File No. 333-75899) filed on
April 9, 2001)
Officers’ Certificate establishing the terms of the 7.375% Notes due 2018 (incorporated by reference to Exhibit 4.14 to
Transocean Sedco Forex Inc.’s Annual Report on Form 10-K (Commission File No. 333-75899) for the fiscal year
ended December 31, 2001)
Indenture dated as of September 1, 1997, between Global Marine Inc. and Wilmington Trust Company, as Trustee,
relating to Debt Securities of Global Marine Inc. (incorporated by reference to Exhibit 4.1 of Global Marine Inc.’s
Registration Statement on Form S-4 (No. 333-39033) filed on October 30, 1997); First Supplemental Indenture dated
as of June 23, 2000 (incorporated by reference to Exhibit 4.2 of Global Marine Inc.’s Quarterly Report on Form 10-Q
(Commission File No. 1-5471) for the quarter ended June 30, 2000); Second Supplemental Indenture dated as of
November 20, 2001 (incorporated by reference to Exhibit 4.2 to GlobalSantaFe Corporation’s Annual Report on
Form 10-K (Commission File No. 001-14634) for the year ended December 31, 2004)
4.10
Form of 7% Note Due 2028 (incorporated by reference to Exhibit 4.2 of Global Marine Inc.’s Current Report on
Form 8-K (Commission File No. 1-5471) filed on May 22, 1998)
4.11
Terms of 7% Note Due 2028 (incorporated by reference to Exhibit 4.1 of Global Marine Inc.’s Current Report on
Form 8-K (Commission File No. 1-5471) filed on May 22, 1998)
4.12
4.13
4.14
4.15
Senior Indenture, dated as of December 11, 2007, between Transocean Inc. and Wells Fargo Bank, National
Association (incorporated by reference to Exhibit 4.36 to Transocean Inc.’s Annual Report on Form 10-K (Commission
File No. 333-75899) for the year ended December 31, 2007)
First Supplemental Indenture, dated as of December 11, 2007, between Transocean Inc. and Wells Fargo Bank,
National Association (incorporated by reference to Exhibit 4.37 to Transocean Inc.’s Annual Report on Form 10-K
(Commission File No. 333-75899) for the year ended December 31, 2007)
Third Supplemental Indenture, dated as of December 18, 2008, among Transocean Ltd., Transocean Inc. and Wells
Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to Transocean Ltd.’s Current
Report on Form 8-K (Commission File No. 333-75899) filed on December 19, 2008)
Fourth Supplemental Indenture, dated as of September 21, 2010, among Transocean Ltd., Transocean Inc. and Wells
Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Transocean Ltd.’s Quarterly
Report on Form 10-Q (Commission File No. 000-53533) for the quarter ended September 30, 2010)
AR-110
4.16
4.17
4.18
4.19
10.1
*
10.2
*
10.3
*
10.4
*
10.5
*
10.6
10.7
10.8
10.9
Fifth Supplemental Indenture, dated as of December 5, 2011, among Transocean Ltd., Transocean Inc. and Wells
Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to Transocean Ltd.’s Current
Report on Form 8-K (Commission File No. 000-53533) filed on December 5, 2011)
Sixth Supplemental Indenture, dated as of September 13, 2012, among Transocean Inc., Transocean Ltd. and Wells
Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to Transocean Ltd.’s Current
Report on Form 8-K (Commission File No. 000-53533) filed on September 13, 2012)
Credit Agreement dated June 30, 2014 among Transocean Inc., the lenders parties thereto and JPMorgan Chase
Bank, N.A., as administrative agent, Citibank, N.A. and DNB Bank, ASA, New York Branch, as co-syndication agents,
and The Bank of Tokyo-Mitsubishi UFJ, Ltd., Crédit Agricole Corporate and Investment Bank and Wells Fargo
Bank, National Association, as co-documentation agents (incorporated by reference to Exhibit 4.1 to Transocean Ltd.’s
Current Report on Form 8-K (Commission File No. 000-53533) filed on July 2, 2014)
Guarantee Agreement dated June 30, 2014 among Transocean Ltd. and JPMorgan Chase Bank, N.A., as
administrative agent under the Credit Agreement (incorporated by reference to Exhibit 4.2 to Transocean Ltd.’s Current
Report on Form 8-K (Commission File No. 000-53533) filed on July 2, 2014)
Nomination and Standstill Agreement dated as of November 10, 2013 by and between Transocean Ltd., High River
Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Partners LP, Icahn Partners Master Fund LP,
Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP, Icahn Enterprises G.P. Inc., Icahn Enterprises
Icahn Offshore LP, Beckton Corp.,
Holdings L.P.,
Samuel Merksamer and Vincent Intrieri (incorporated by reference to Exhibit 10.1 to Transocean Ltd.’s Current Report
on Form 8-K (Commission File No. 000-53533) filed on November 12, 2013)
Icahn Onshore LP,
Icahn Capital LP,
IPH GP LLC,
Long-Term Incentive Plan of Transocean Ltd. (as amended and restated as of February 12, 2009) (incorporated by
reference to Exhibit 10.5 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No. 000-53533) for the
year ended December 31, 2008)
First Amendment to Long-Term Incentive Plan of Transocean Ltd. (as amended and restated as of February 12, 2009)
(incorporated by reference to Exhibit 10.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File
No. 000-53533) filed on May 22, 2013)
Deferred Compensation Plan of Transocean Offshore Inc., as amended and restated effective January 1, 2000
(incorporated by reference to Exhibit 10.10 to Transocean Sedco Forex Inc.’s Annual Report on Form 10-K
(Commission File No. 333-75899) for the year ended December 31, 1999)
GlobalSantaFe Corporation Key Employee Deferred Compensation Plan effective January 1, 2001 and Amendment to
GlobalSantaFe Corporation Key Employee Deferred Compensation Plan effective November 20, 2001 (incorporated by
reference to Exhibit 10.33 to the GlobalSantaFe Corporation Annual Report on Form 10-K for the year ended
December 31, 2004)
Amendment
to Transocean Inc. Deferred Compensation Plan (incorporate by reference
Transocean Inc.’s Current Report on Form 8-K (Commission File No. 333-75899) filed on December 29, 2005)
to Exhibit 10.1
to
Master Separation Agreement dated February 4, 2004 by and among Transocean Inc., Transocean Holdings Inc. and
TODCO (incorporated by reference to Exhibit 99.2 to Transocean Inc.’s Current Report on Form 8-K (Commission File
No. 333-75899) filed on March 3, 2004)
Tax Sharing Agreement dated February 4, 2004 between Transocean Holdings Inc. and TODCO (incorporated by
reference to Exhibit 99.3 to Transocean Inc.’s Current Report on Form 8-K (Commission File No. 333-75899) filed on
March 3, 2004)
Amended and Restated Tax Sharing Agreement effective as of February 4, 2004 between Transocean Holdings Inc.
and TODCO (incorporated by reference to Exhibit 10.1 to Transocean Inc.’s Current Report on Form 8-K (Commission
File No. 333-75899) filed on November 30, 2006)
*
*
*
*
*
*
†
†
10.10
Form of 2004 Performance-Based Nonqualified Share Option Award Letter (incorporated by reference to Exhibit 10.2
to Transocean Inc.’s Current Report on Form 8-K (Commission File No. 333-75899) filed on February 15, 2005)
10.11
Form of 2004 Director Deferred Unit Award (incorporated by reference to Exhibit 10.4 to Transocean Inc.’s Current
Report on Form 8-K (Commission File No. 333-75899) filed on February 15, 2005)
10.12
Form of 2008 Director Deferred Unit Award (incorporated by reference to Exhibit 10.20 to Transocean Ltd.’s Annual
Report on Form 10-K (Commission File No. 000-53533) for the year ended December 31, 2008)
10.13
Form of 2009 Director Deferred Unit Award (incorporated by reference to Exhibit 10.19 to Transocean Ltd.’s Annual
Report on Form 10-K (Commission File No. 000-53533) for the year ended December 31, 2009)
10.14
10.15
Terms and Conditions of 2013 Director Deferred Unit Award
Terms and Conditions of 2014 Director Deferred Unit Award
AR-111
†
*
*
10.16
10.17
Terms and Conditions of 2015 Director Restricted Share Unit Award
Performance Award and Cash Bonus Plan of Transocean Ltd. (incorporated by reference to Exhibit 10.21 to
Transocean Ltd.’s Annual Report on Form 10-K (Commission File No. 000-53533) for the year ended December 31,
2008)
*
10.18
Amendment to Performance Award and Cash Bonus Plan of Transocean Ltd. (incorporated by reference to
Exhibit 10.20 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No. 000-53533) for the year ended
December 31, 2012)
†
†
*
*
*
*
10.19
10.20
10.21
10.22
Terms and Conditions of 2014 Executive Equity Award
Terms and Conditions of 2015 Executive Equity Award
Terms and Conditions of the July 2008 Nonqualified Share Option Award (incorporated by reference to Exhibit 10.2 to
Transocean Inc.’s Form 10-Q (Commission File No. 333-75899) for the quarter ended June 30, 2008)
Terms and Conditions of the February 2009 Nonqualified Share Option Award (incorporated by reference to
Exhibit 10.30 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No. 000-53533) for the year ended
December 31, 2008)
*
10.23
Terms and Conditions of the February 2012 Long Term Incentive Plan Award (incorporated by reference to
Exhibit 10.28 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No. 000-53533) for the year ended
December 31, 2011)
*
10.24
Transocean Ltd. Incentive Recoupment Policy (incorporated by reference to Exhibit 10.30 to Transocean Ltd.’s Annual
Report on Form 10-K (Commission File No. 000-53533) for the year ended December 31, 2012)
10.25
Form of Novation Agreement dated as of November 27, 2007 by and among GlobalSantaFe Corporation, Transocean
Offshore Deepwater Drilling Inc. and certain executives (incorporated by reference to Exhibit 10.1 to Transocean Inc.’s
Current Report on Form 8-K (Commission File No. 333-75899) filed on December 3, 2007)
*
10.26
*
10.27
*
10.28
*
10.29
*
10.30
*
10.31
*
10.32
*
10.33
Global Marine Inc. 1990 Non-Employee Director Stock Option Plan (incorporated by reference to Exhibit 10.18 of
Global Marine Inc.’s Annual Report on Form 10-K (Commission File No. 1-5471) for the year ended December 31,
1991); First Amendment (incorporated by reference to Exhibit 10.1 of Global Marine Inc.’s Quarterly Report on
Form 10-Q (Commission File No. 1-5471) for the quarter ended June 30, 1995); Second Amendment (incorporated by
reference to Exhibit 10.37 of Global Marine Inc.’s Annual Report on Form 10-K (Commission File No. 1-5471) for the
year ended December 31, 1996)
1997 Long-Term Incentive Plan (incorporated by reference to GlobalSantaFe Corporation’s Registration Statement on
Form S-8 (No. 333-7070) filed June 13, 1997); Amendment to 1997 Long Term Incentive Plan (incorporated by
reference to GlobalSantaFe Corporation’s Annual Report on Form 20-F (Commission File No. 001-14634) for the
calendar year ended December 31, 1998); Amendment to 1997 Long Term Incentive Plan dated December 1, 1999
to GlobalSantaFe Corporation’s Annual Report on Form 20-F (Commission File
(incorporated by reference
No. 001-14634) for the calendar year ended December 31, 1999)
GlobalSantaFe Corporation 1998 Stock Option and Incentive Plan (incorporated by reference to Exhibit 10.1 of Global
Marine Inc.’s Quarterly Report on Form 10-Q (Commission File No. 1-5471) for the quarter ended March 31, 1998);
First Amendment (incorporated by reference to Exhibit 10.2 of Global Marine Inc.’s Quarterly Report on Form 10-Q
(Commission File No. 1-5471) for the quarter ended June 30, 2000)
GlobalSantaFe Corporation 2001 Non-Employee Director Stock Option and Incentive Plan (incorporated by reference
to Exhibit 4.8 of GlobalSantaFe Corporation’s Registration Statement on Form S-8 (No. 333-73878) filed November 21,
2001)
GlobalSantaFe Corporation 2001 Long-Term
to
GlobalSantaFe Corporation’s Quarterly Report on Form 10-Q (Commission File No. 001-14634) for the quarter ended
June 30, 2001)
(incorporated by
Incentive Plan
to Exhibit A
reference
GlobalSantaFe 2003 Long-Term Incentive Plan (as Amended and Restated Effective June 7, 2005) (incorporated by
reference to Exhibit 10.4 to GlobalSantaFe Corporation’s Quarterly Report on Form 10-Q (Commission File
No. 001-14634) for the quarter ended June 30, 2005)
Transocean Ltd. Pension Equalization Plan, as amended and restated, effective January 1, 2009 (incorporated by
reference to Exhibit 10.41 to Transocean Ltd.’s Annual Report on Form 10-K (Commission File No. 000-53533) for the
year ended December 31, 2008)
Transocean U.S. Supplemental Retirement Benefit Plan, as amended and restated, effective as of November 27, 2007
(incorporated by reference to Exhibit 10.11 to Transocean Inc.’s Current Report on Form 8-K (Commission File
No. 333-75899) filed on December 3, 2007)
AR-112
*
*
10.34
GlobalSantaFe Corporation Supplemental Executive Retirement Plan (incorporated by reference to Exhibit 10.1 to the
GlobalSantaFe Corporation Quarterly Report on Form 10-Q for the quarter ended September 30, 2002)
10.35
Transocean U.S. Supplemental Savings Plan (incorporated by reference to Exhibit 10.44 to Transocean Ltd.’s Annual
Report on Form 10-K (Commission File No. 000-53533) for the year ended December 31, 2008)
10.36
Form of Indemnification Agreement entered into between Transocean Ltd. and each of its Directors and Executive
Officers (incorporated by reference to Exhibit 10.1 to Transocean Inc.’s Current Report on Form 8-K (Commission File
No. 333-75899) filed on October 10, 2008)
*
10.37
Form of Assignment Memorandum
for Executive Officers (incorporated by reference
to Exhibit 10.6
to
Transocean Ltd.’s Current Report on Form 8-K filed on December 19, 2008)
10.38
Drilling Contract between Vastar Resources, Inc. and R&B Falcon Drilling Co. dated December 9, 1998 with respect to
Deepwater Horizon, as amended (incorporated by reference to Exhibit 10.1 to Transocean Ltd.’s Quarterly Report on
Form 10-Q (Commission File No. 000-53533) for the quarterly period ended June 30, 2010)
10.39
Executive Severance Benefit Policy (incorporated by reference to Exhibit 10.1 to Transocean Ltd.’s Current Report on
Form 8-K (Commission File No. 000-53533) filed on February 23, 2012)
10.40
Agreement with Gregory L. Cauthen (incorporated by reference to Exhibit 10.1 to Transocean Ltd.’s Current Report on
Form 8-K (Commission File No. 000-53533) filed on January 10, 2012)
10.41
First Amendment
to Agreement with Gregory L. Cauthen
(incorporated by
reference
to Exhibit 10.2
to
Transocean Ltd.’s Current Report on Form 8-K (Commission File No. 000-53533) filed on July 2, 2012)
10.42
Agreement with Gregory L. Cauthen effective as of April 25, 2013 (incorporated by reference to Exhibit 10.1 to
Transocean Ltd.’s Current Report on Form 8-K (Commission File No. 000-53533) filed on April 26, 2013)
10.43
Agreement with Allen M. Katz (incorporated by reference to Exhibit 10.55 to Transocean Ltd.’s Annual Report on
Form 10-K (Commission File No. 000-53533) for the year ended December 31, 2012)
10.44
First Amendment to Employment Agreement with Allen M. Katz effective as of July 1, 2013 (incorporated by reference
to Exhibit 10.3 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No. 000-53533) for the quarterly
period ended June 30, 2013)
10.45
Second Amendment to Employment Agreement with Allen M. Katz effective as of January 1, 2014 and incorporated
herein by reference
10.46
Agreement with Steven L. Newman (incorporated by reference to Exhibit 10.1 to Transocean Ltd.’s Current Report on
Form 8-K (Commission File No. 000-53533) filed on December 23, 2013)
10.47
Agreement with John Stobart (incorporated by reference to Exhibit 10.2 to Transocean Ltd.’s Current Report on
Form 8-K (Commission File No. 000-53533) filed on December 23, 2013)
10.48
Agreement with Esa Ikäheimonen (incorporated by reference to Exhibit 10.3 to Transocean Ltd.’s Current Report on
Form 8-K (Commission File No. 000-53533) filed on December 23, 2013)
10.49
Agreement with Ihab M. Toma (incorporated by reference to Exhibit 10.1 to Transocean Ltd.’s Current Report on
Form 8-K (Commission File No. 000-53533) filed on December 26, 2013)
10.50
Omnibus Agreement dated August 5, 2014 among Transocean Ltd., Transocean Inc., Transocean Partners
Holdings Limited, Transocean Partners LLC, Triton RIGP DCL Holding Limited, Triton RIGP DIN Holding Limited,
Triton RIGP DD3 Holding Limited, Triton RIGP DCL Holdco Limited, Triton RIGP DIN Holdco Limited, Triton RIGP DD3
Holdco Limited, Transocean RIGP DCL Opco Limited, Transocean RIGP DIN Opco Limited, Transocean RIGP DD3
Opco Limited, Transocean RIGP DCL LLC, Transocean RIGP DIN LLC and Transocean RIGP DD3 LLC (incorporated
to Transocean Partners LLC's Current Report on Form 8-K (Commission File
by reference
No. 001-36584) filed on August 5, 2014)
to Exhibit 10.1
10.51
Transocean Ltd. 2015 Long-Term Incentive Plan (incorporated by reference to Annex B to Transocean Ltd.’s definitive
proxy statement (Commission File No. 001-53533) filed on March 23, 2015)
10.52
10.53
10.54
Separation Agreement, dated March 31, 2015, among Transocean Ltd., Transocean Offshore Deepwater Drilling Inc.
and Steven Newman (incorporated by reference to Exhibit 10.1 to Transocean Ltd.’s Current Report on Form 8-K
(Commission File No. 001-53533) filed on April 1, 2015)
Employment Agreement between Transocean Ltd. and Ian C. Strachan dated April 15, 2015, (incorporated by
reference to Exhibit 10.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File No. 001-53533) filed on
April 16, 2015)
Employment Agreement among Transocean Ltd., Transocean Offshore Deepwater Drilling Inc. and Jeremy D. Thigpen
dated April 21, 2015 (incorporated by reference to Exhibit 10.1 to Transocean Ltd.’s Current Report on Form 8-K
(Commission File No. 001-53533) filed on April 22, 2015)
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
AR-113
*
*
10.55
10.56
10.57
10.58
10.59
Employment Agreement among Transocean Ltd., Transocean Offshore Deepwater Drilling Inc. and Mark Mey dated
May 27, 2015 (incorporated by reference to Exhibit 10.1 to Transocean Ltd.’s Current Report on Form 8-K
(Commission File No. 001-53533) filed on May 27, 2015)
Letter Agreement by and among Transocean Ltd., Transocean Management Ltd. and Esa Ikäheimonen dated July 21,
2015 (incorporated by reference to Exhibit 10.1 to Transocean Ltd.’s Current Report on Form 8-K (Commission File
No. 001-53533) filed on July 23, 2015)
Term Sheet Agreement for a Transocean and PSC/DHEPDS Settlement, dated May 20, 2015, among Triton Asset
Leasing GmbH, Transocean Deepwater Inc., Transocean Offshore Deepwater Drilling Inc., Transocean Holdings LLC,
the Plaintiffs Steering Committee in MDL 2179, and the Deepwater Horizon Economic and Property Damages
Settlement Class (incorporated by reference to Exhibit 10.3 to Transocean Ltd.’s Quarterly Report on Form 10-Q
(Commission File No. 001-53533) for the quarter ended June 30, 2015)
Confidential Settlement Agreement, Mutual Releases and Agreement to Indemnify, dated May 20, 2015, among
Transocean Offshore Deepwater Drilling Inc., Transocean Deepwater Inc., Transocean Holdings LLC, Triton Asset
Leasing GmbH, BP Exploration and Production Inc. and BP America Production Co. (incorporated by reference to
Exhibit 10.6 to Transocean Ltd.’s Quarterly Report on Form 10-Q (Commission File No. 001-53533) for the quarter
ended June 30, 2015)
Transocean Punitive Damages and Assigned Claims Settlement Agreement, dated May 29, 2015, among Transocean
Offshore Deepwater Drilling Inc., Transocean Deepwater Inc., Transocean Holdings LLC, Triton Asset Leasing GmbH,
the Plaintiffs Steering Committee in MDL 2179, and the Deepwater Horizon Economic and Property Damages
Settlement Class (incorporated by reference to Exhibit 10.7 to Transocean Ltd.’s Quarterly Report on Form 10-Q
(Commission File No. 001-53533) for the quarter ended June 30, 2015)
*
10.60
Employment Agreement among Transocean Ltd., Transocean Offshore Deepwater Drilling Inc. and John Stobart dated
December 1, 2015
21
23.1
24
31.1
31.2
32.1
32.2
99.2
99.3
99.4
Subsidiaries of Transocean Ltd.
Consent of Ernst & Young LLP
Powers of Attorney
CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Cooperation Guilty Plea Agreement by and among Transocean Deepwater Inc., Transocean Ltd. and the United States
(incorporated by reference to Exhibit 99.2 to Transocean Ltd.’s Current Report on Form 8-K (Commission File
No. 000-53533) filed on January 3, 2013)
Consent Decree by and among Triton Asset Leasing GmbH, Transocean Holdings LLC, Transocean Offshore
Deepwater Drilling Inc., Transocean Deepwater Inc. and the United States (incorporated by reference to Exhibit 99.3 to
Transocean Ltd.’s Current Report on Form 8-K (Commission File No. 000-53533) filed on January 3, 2013)
Administrative Agreement by and among Transocean Deepwater Inc., Transocean Offshore Deepwater Drilling Inc.,
Triton Asset Leasing GmbH, Transocean Holdings, LLC and the United States Environmental Protection Agency dated
effective as of February 25, 2013 and incorporated herein by reference
101.INS
XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema
101.CAL XBRL Taxonomy Extension Calculation Linkbase
101.DEF XBRL Taxonomy Extension Definition Linkbase
101.LAB
XBRL Taxonomy Extension Label Linkbase
101.PRE XBRL Taxonomy Extension Presentation Linkbase
*
Filed with our Annual Report on Form 10-K.
Compensatory plan or arrangement.
†
†
†
†
†
†
†
†
†
†
†
†
†
†
†
Exhibits listed above as previously having been filed with the U.S. Securities and Exchange Commission (“SEC”) are
incorporated herein by reference pursuant to Rule 12b-32 under the Securities Exchange Act of 1934 and made a part hereof with the
same effect as if filed herewith.
AR-114
Certain instruments relating to our long-term debt and our subsidiaries have not been filed as exhibits since the total amount of
securities authorized under any such instrument does not exceed 10 percent of our total assets and our subsidiaries on a consolidated
basis. We agree to furnish a copy of each such instrument to the SEC upon request.
Certain agreements filed as exhibits to this Report may contain representations and warranties by the parties to such
agreements. These representations and warranties have been made solely for the benefit of the parties to such agreements and (1) may
be intended not as statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be
inaccurate, (2) may have been qualified by certain disclosures that were made to other parties in connection with the negotiation of such
agreements, which disclosures are not reflected in such agreements, and (3) may apply standards of materiality in a way that is different
from what may be viewed as material to investors.
AR-115
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned; thereunto duly authorized, on February 24, 2016.
TRANSOCEAN LTD.
By:
/s/ Mark L. Mey
Mark L. Mey
Executive Vice President, Chief Financial Officer
(Principal Financial Officer)
By:
/s/ David Tonnel
David Tonnel
Senior Vice President, Supply Chain and Corporate Controller
(Principal Accounting Officer)
AR-116
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant in the capacities indicated on February 24, 2016.
Signature
*
Merrill A. “Pete” Miller, Jr
/s/ Jeremy D. Thigpen
Jeremy D. Thigpen
/s/ Mark L. Mey
Mark L. Mey
/s/ David Tonnel
David Tonnel
*
Glyn Barker
*
Vanessa C.L. Chang
*
Frederico F. Curado
*
Chad Deaton
*
Tan Ek Kia
*
Vincent J. Intrieri
*
Samuel Merksamer
*
Martin B. McNamara
*
Edward R. Muller
By: /s/ David Tonnel
(Attorney-in-Fact)
Title
Chairman
of the Board of Directors
President and
Chief Executive Officer
(Principal Executive Officer)
Executive Vice President,
Chief Financial Officer
(Principal Financial Officer)
Senior Vice President, Supply
Chain and Corporate
Controller
(Principal Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
Director
Director
AR-117
TRANSOCEAN LTD.
STATUTORY FINANCIAL STATEMENTS
For the years ended December 31, 2015 and 2014
Ernst & Young Ltd
Maagplatz 1
P.O. Box
CH-8010 Zurich
Phone
Fax
www.ey.com/ch
+41 58 286 86 86
+41 58 286 86 00
To the General Meeting of
Transocean Ltd., Steinhausen
Zurich, February 24, 2016
Report of the statutory auditor on the financial statements
As statutory auditor, we have audited the financial statements of Transocean Ltd., which comprise the statement of operations, balance
sheet and notes (pages SR-2 to SR-12), for the year ended December 31, 2015.
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, 2015 comply with Swiss law and the company’s articles of
incorporation.
Report on other legal requirements
We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence
(article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence.
In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists,
which has been designed for the preparation of financial statements according to the instructions of the Board of Directors.
We recommend that the financial statements submitted to you be approved.
Furthermore, we draw attention to the fact that half of the share capital and legal reserves are no longer covered (article 725 para. 1 CO).
Note 5 and note 10 of the financial statements describe the qualified capital loss and the subsequent events related thereto.
Ernst & Young Ltd
/s/ Jolanda Dolente
Licensed audit expert
(Auditor in charge)
/s/ Jennifer Mathias
Certified public accountant
SR-1
TRANSOCEAN LTD.
STATEMENTS OF OPERATIONS
(In thousands)
CHF
Years ended December 31,
2015
2014
2,601
—
—
16
2,617
33,301
—
3,895
6,268
43,464
CHF
7,319
2,043,659
44,643
25
2,095,646
26,311
171
—
8,857
35,339
(3,280,474 )
95
(7,482,493)
—
CHF (3,321,416 ) CHF (5,422,186)
Income
Guarantee fee income
Dividend income
Gain on currency exchange
Financial income
Total income
Costs and expenses
General and administrative
Depreciation
Loss on currency exchange
Financial expense
Total costs and expenses
Loss on impairment
Direct taxes
Net loss for the period
See accompanying notes.
SR-2
TRANSOCEAN LTD.
BALANCE SHEETS
(in thousands)
Assets
Cash
Receivables from subsidiaries
Other current assets
Total current assets
Investment in subsidiaries
Property and equipment
Less accumulated depreciation
Property and equipment, net
Other non-current assets
Total non-current assets
Total assets
Liabilities and shareholders’ equity
Accounts payable to subsidiaries
Interest payable to subsidiaries
Distribution payable to shareholders
Other current liabilities
Total current liabilities
Long-term interest bearing note payable to subsidiary
Other non-current liabilities
Total non-current liabilities
Share capital
Statutory capital reserves from capital contribution
Statutory capital reserve from capital contribution for shares held by subsidiaries
Free reserves
Dividend reserve from capital contribution
Accumulated loss
Retained earnings (accumulated loss) brought forward from previous years
Net loss for the period
Own shares against capital reserve from capital contribution
Total shareholders’ equity
Total liabilities and shareholders’ equity
December 31,
December 31,
2015
2014
CHF
CHF
1,158
8,891
1,452
11,501
15,412
9,284
2,295
26,991
6,673,743
9,954,217
1,399
1,324
75
1,324
1,324
—
79
6,673,897
CHF 6,685,398
78
9,954,295
CHF 9,981,286
CHF
CHF
16,504
2,281
—
2,224
21,009
402,138
1,654
403,792
—
107
263,818
1,563
265,488
18,810
—
18,810
5,607,459
9,522,987
70,093
5,607,459
8,620,571
69,618
—
1,017,866
(5,361,577 )
(3,321,416 )
(256,949 )
6,260,597
CHF 6,685,398
60,609
(5,422,186 )
(256,949 )
9,696,988
CHF 9,981,286
See accompanying notes.
SR-3
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 Services AS, our wholly-owned subsidiaries. Transocean Ltd. is registered with the commercial register in the canton of
Zug, and its stock is listed on the New York Stock Exchange (“NYSE”) and on the SIX Swiss Exchange (“SIX”). We have seven full time
employees.
On November 23, 2015, we announced our intent to delist our shares from the SIX, and on December 17, 2015, we announced
that the SIX listing authorities approved our application to delist our shares. Such delisting is expected to become effective on March 31,
2016, with the last trading day scheduled to be March 30, 2016. Our shares will continue to be listed and traded on the NYSE.
On October 29, 2015, shareholders at our extraordinary general meeting approved the following: a) the reduction of the par value
of each of our shares to CHF 0.10 from the original par value of CHF 15.00, b) the cancellation of all 2.9 million shares repurchased under
our share repurchase program and c) the cancellation of the third and fourth installments of the distribution of statutory capital reserves
from capital contribution in the form of a United States (“U.S.”) dollar denominated dividend of a total of USD 0.60 per outstanding share.
See Note 10—Subsequent Events.
Note 2—Significant Accounting Policies
Presentation—Beginning in the year ended December 31, 2015, we have prepared our unconsolidated statutory financial
statements in accordance with the general accepted accounting principles as set out in Art. 957 to Art. 963b, of the Swiss Code of
Obligations (the “CO”), which became effective since January 1, 2013, and required implementation in relation to the year ended
December 31, 2015. Consequently, we have adjusted the presentation of the prior year financial statements to conform to the current
presentation. 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.
Foreign 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 foreign 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 foreign
currencies using the average currency exchange rates for the year.
Our principal exchange rates were as follows:
CHF / USD
CHF / GBP
CHF / NOK
Average exchange rates
for the years ended
December 31,
Exchange rates
at December 31,
2015
2014
2015
2014
0.96
1.47
0.12
0.91
1.50
0.15
0.99
1.46
0.11
0.99
1.55
0.13
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-4
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS—continued
Note 3—Investment in Subsidiaries
Overview—Our direct investments in subsidiaries were as follows (in thousands, except percentages and share capital):
Company name
Purpose
Domicile
Ownership and
voting interest
Investment at December 31,
Share capital
2015
2014
Transocean Inc.
Holding
Cayman Islands
100%
USD
0.01 CHF 6,555,059
CHF
9,185,861
Transocean Management Ltd.
Management and administration Geneva, Switzerland
Transocean Services AS
Holding
Norway
90%
99%
CHF 100.00 CHF
90
CHF
90
NOK 100.00 CHF
118,594
CHF
768,266
Impairment—In July 2015, we conducted an interim impairment test and determined that the carrying amounts of our
investments in subsidiaries were impaired. As a result of our valuations of the investments, we recognized a loss of CHF 2.5 billion
associated with the impairment of our investments in Transocean Inc. and Transocean Services AS.
In December 2015, as a result of our annual impairment test, we determined that the carrying amounts of our investments in
Transocean Inc. and Transocean Services AS were further impaired, and as a result, we recognized a loss of CHF 767 million.
In the year ended December 31, 2014, as a result of our annual impairment test, we determined that the carrying amounts of our
investments in Transocean Inc. and Transocean Services AS were impaired, and as a result, we recognized a loss of CHF 7.5 billion.
Principal indirect investments—At December 31, 2015 and 2014, our principal indirect investments in subsidiaries were as
Company name
follows:
Global Marine Inc.
GSF Leasing Services GmbH
Sedco Forex Holdings Limited
Sedco Forex International Inc.
Transocean Drilling Offshore S.a.r.l
Transocean Financing GmbH
Transocean Hungary Holdings LLC
Transocean Norway Drilling AS
Transocean Offshore Deepwater Drilling Inc.
Transocean Offshore Holdings Limited
Transocean Offshore International Ventures Limited
Transocean Partners Holdings Limited
Transocean Partners LLC*
Transocean Entities Holdings GmbH
Transocean Worldwide Inc.
Triton Asset Leasing GmbH
Triton Hungary Investments 1 LLC
Triton Nautilus Asset Leasing GmbH
Purpose
Domicile
Leasing / operating
United States
Leasing
Zug, Switzerland
Leasing / operating
Cayman Islands
Leasing / operating
Panama
Leasing / operating
Luxembourg
Financing
Zug, Switzerland
Leasing / operating
Hungary
Holding
Norway
Leasing / operating
United States
Holding
Cayman Islands
Leasing / operating
Cayman Islands
Holding
Holding
Holding
Holding
Leasing
Holding
Leasing
Cayman Islands
Marshall Islands
Zug, Switzerland
Cayman Islands
Zug, Switzerland
Hungary
Zug, Switzerland
Ownership and
voting
interest
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
71%
100%
100%
100%
100%
100%
________________________
* The unitholders of Transocean Partners LLC generally have one vote per unit, however, the limited liability company agreement restricts in multiple clauses the class of
unitholders that can vote on certain items.
Note 4—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., to satisfy obligations under our share-based compensation
plans (in thousands, except percentages):
Balance at December 31, 2013
Transfers under share-based compensation plans
Balance at December 31, 2014
Transfers under share-based compensation plans
Balance at December 31, 2015
SR-5
Own
shares
Total shares
issued
Percentage of
issued
13,057
(1,515 )
11,542
(1,756 )
9,786
373,831
373,831
373,831
3.49%
3.09%
2.62%
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS—continued
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 3.5 billion using a currency exchange rate of USD 1.00 to CHF 0.99 as of the close of
trading on December 31, 2015. In the years ended December 31, 2015 and 2014, we did not repurchase any shares under the share
repurchase program. At December 31, 2015 and 2014, 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, shareholders at our extraordinary general meeting
approved the cancellation of all the 2.9 million shares that have been repurchased under our share repurchase program. See Note 10—
Subsequent Events.
Shares held by subsidiary—Transocean Inc. holds 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, 2015 and 2014, we
transferred 1.8 million and 1.5 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 year ended December 31, 2015 and 2014, we received cash proceeds of
less than CHF 1 million and CHF 1 million respectively, in connection with own shares transferred in exchange for equity awards exercised
or withheld for taxes under our share-based compensation plans.
Note 5—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
contribution
from capital
contribution for
shares held by
subsidiaries (a)
Dividend reserve
from capital
contribution
Retained
earnings
(accumulated
loss)
373,831 CHF
—
5,607,459 CHF
—
9,809,406 CHF
(1,378 )
68,240 CHF
1,378
856,995 CHF
—
60,609
—
—
—
2,468
859,463
—
(859,463)
—
—
(2,046,920 )
—
—
5,607,459
8,620,571
—
(475 )
—
—
—
69,618
475
2,046,920
(1,029,054)
—
1,017,866
—
—
—
(5,422,186)
(5,361,577 )
—
—
—
(11,045)
1,006,821
—
(1,006,821)
(422,084 )
—
—
—
—
—
—
—
422,084
(209,862)
105,932
(318,154)
—
(3,321,416)
Balance at December 31, 2013
Own share transactions
Transfer to free reserve – dividend
reserve from distribution payable
Transfer to –statutory capital reserve
from capital contribution
Transfer to free reserve – dividend
reserve from capital contribution
Distribution payable to shareholders
Net loss
Balance at December 31, 2014
Own share transactions
Transfer to free reserve – dividend
reserve from distribution payable
Transfer to statutory capital- reserve
from capital contribution
Transfer to free reserve – dividend
reserve from capital contribution
Distribution payable to shareholders
Cancellation of dividends
Transfer to statutory capital reserve
from capital contribution
Net loss
—
—
—
—
—
373,831
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Own shares
against capital
reserve from
capital
contribution
Total
shareholders’
equity
CHF
(256,949 ) CHF 16,145,760
—
—
—
—
—
—
(256,949 )
—
—
—
—
—
—
—
—
2,468
—
—
(1,029,054)
(5,422,186)
9,696,988
—
(11,045)
—
—
(209,862)
105,932
—
(3,321,416)
—
—
—
—
—
—
—
318,154
—
373,831 CHF
—
5,607,459 CHF
—
9,522,987 CHF
Balance at December 31, 2015
_____________________________
(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, 2015 and 2014, Transocean Inc. withheld 28,909 and 34,492 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, 2015 and 2014, the aggregate value of
own share transactions was CHF 475 thousand and CHF 1.4 million, respectively. See Note 4—Own Shares.
(256,949 ) CHF
70,093 CHF
6,260,597
(8,682,993 ) CHF
— CHF
Authorized share capital—In May 2014, at the 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. As of December 31, 2014, the entire amount of authorized share capital was available for issuance.
Subject to a renewal of the authorized share capital approved by our shareholders at the 2016 annual general meeting, our
authorized share capital will, pursuant to the terms of our articles of association, expire on May 16, 2016. See Note 10—Subsequent
Events.
SR-6
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS—continued
Conditional share capital—Our articles of association provide for a conditional share capital that permits us to issue up to
167.6 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.
Par value reduction and cancellation of shares—On October 29, 2015, shareholders at our extraordinary general meeting
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 the cancellation of
all 2.9 million shares repurchased under our share repurchase program. See Note 10—Subsequent Events.
Distributions to shareholders—In May 2015, at our annual general meeting, our shareholders approved a distribution of
statutory capital reserves from capital contribution in the form of a U.S. dollar denominated dividend of USD 0.60 per outstanding share,
payable in four installments of USD 0.15 per outstanding share, subject to certain limitations. In May 2015, we transferred CHF 422 million
from statutory capital reserves—reserve from capital contribution to free reserves—dividend reserve from capital contribution, and we
recognized a distribution payable of CHF 210 million, with the corresponding entry to free reserves—dividend reserve from capital
contribution. On June 17, 2015 and September 23, 2015, we paid the first two installments, in the aggregate amount of CHF 104 million,
to shareholders of record as of May 29, 2015 and August 25, 2015, respectively.
On October 29, 2015, shareholders at the extraordinary general meeting approved the cancellation of the third and
fourth installments of the distribution approved at our annual general meeting held on May 15, 2015. Upon approval of the cancellation, we
transferred the remaining CHF 318 million from free reserves—dividend reserve from capital contribution to statutory capital reserve from
capital contribution, in accordance with the tax ruling dated April 2, 2013.
In May 2014, at our annual general meeting, our shareholders approved a distribution of statutory capital reserves from capital
contribution in the form of a U.S. dollar denominated dividend of USD 3.00 per outstanding share, payable in four installments of
USD 0.75 per outstanding share, subject to certain limitations. In May 2014, we transferred CHF 2.0 billion from statutory capital
reserves—reserve from capital contribution to free reserves—dividend reserve from capital contribution, and we recognized a distribution
payable of CHF 1.0 billion, with the corresponding entry to free reserves—dividend reserve from capital contribution. On June 18, 2014,
September 17, 2014 and December 17, 2014, we paid the first three installments, in the aggregate amount of CHF 765 million, to
shareholders of record as of May 30, 2014, August 22, 2014 and November 12, 2014, respectively. At December 31, 2014, the carrying
amount of the unpaid distribution payable was CHF 264 million. On March 18, 2015, we paid the final installment, in the aggregate amount
of CHF 275 million, to shareholders of record as of February 20, 2015. Upon payment of the final installment, we transferred the remaining
CHF 1.0 billion from free reserves—dividend reserve from capital contribution to statutory reserve from capital contribution, in accordance
with the tax ruling dated April 2, 2013.
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 must, in these circumstances, convene a general meeting of
shareholders and propose measures that remedy such a capital loss. On October 29, 2015, shareholders at our extraordinary general
meeting 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. At December 31, 2015, our qualified
capital loss remained unremediated pending establishment of a public deed of compliance for our par value reduction and registration in
the commercial register. See Note 10—Subsequent Events.
SR-7
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS—continued
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):
Name
Name
Credit Suisse Group AG
BlackRock, Inc.
Icahn Group
BlackRock, Inc.
Icahn Group
Credit Suisse Group AG
December 31, 2015
Number of
shares
Percentage of
issued share
capital
40,275
25,491
21,483
10.77%
6.82%
5.75%
December 31, 2014
Number of
shares
Percentage of
issued share
capital
24,090
21,483
19,847
6.44%
5.75%
5.31%
Own shares—At December 31, 2015 and 2014, we held, directly and indirectly through Transocean Inc., 9.8 million registered
shares and 11.5 million registered shares respectively, representing 2.62 percent and 3.09 percent, respectively, of the issued share
capital. See Note 4—Own Shares.
Further, we agreed with Carl Icahn and certain investment funds managed by Mr. Icahn (collectively, the “Icahn Group”) to make
certain proposals for approval by the shareholders at the 2014 annual general meeting. These proposals related to the 2014 dividend
distribution, Icahn Group designated board nominees, and an amendment to our articles of association regarding the maximum size of our
board of directors. The Icahn Group committed to certain standstill restrictions and to vote in favor of our slate of director nominees and
certain other proposals our board of directors recommended at the 2014 annual general meeting. At December 31, 2015 and
December 31, 2014, the Company and the Icahn Group, together, held 31.3 million registered shares and 33.0 million registered shares,
respectively, representing 8.36 percent and 8.83 percent, respectively, of the issued share capital. Note that the most recent information
on the individual beneficial shareholding of Icahn Group dated as of November 10, 2013, corresponding to approximately 21.5 million
registered shares. The decrease in the reported number of registered shares held by us and the Icahn Group together is attributable to the
decrease in own shares held by us as at December 31, 2015 compared to the own shares held by us as at December 31, 2014.
Shares held by board members—The members of our board of directors held our shares as follows:
December 31, 2015
December 31, 2014
Vested
shares and
unvested
share units (a)
21,662
—
25,015
27,981
20,539
27,281
30,049
15,779
68,802
20,539
45,665
—
520,157
823,469
Stock options
and stock
appreciation
rights
—
—
—
—
—
—
—
—
—
—
7,640
—
—
7,640
Vested
shares and
unvested
share units (a)
4,892
43,871
14,601
15,645
9,703
16,445
19,213
4,943
57,966
9,703
34,829
384,555
—
616,366
Stock options
and stock
appreciation
rights
—
—
—
—
—
—
—
—
—
—
11,460
495,276
—
506,736
Name
Merrill A. “Pete” Miller, Jr.
Ian C. Strachan (b)
Glyn A. Barker
Vanessa C.L. Chang
Frederico F. Curado
Chad Deaton
Tan Ek Kia
Vincent J. Intrieri
Martin B. McNamara
Samuel Merksamer
Edward R. Muller
Steven L. Newman (c)
Jeremy D. Thigpen (d)
Total
_____________________________
a)
The number of shares held includes privately held shares.
b) Mr. Strachan retired as Chairman of the board of directors as of May 15, 2015.
c) Mr. Newman was no longer a member of the board of directors as of February 16, 2015.
d) Mr. Thigpen was for the first time elected to the board of directors on October 29, 2015.
SR-8
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS—continued
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 members of our executive management team held our shares and the conditional rights to receive shares under our
share-based compensation plans as follows:
Name
Jeremy D. Thigpen (c)
Mark L. Mey (d)
John Stobart (e)
Ian C. Strachan (f)
Steven L. Newman (g)
Esa Ikaheimonen (h)
Total
December 31, 2015
Number of
granted share
units vesting
in 2016
(b)
113,784
73,619
61,376
—
40,544
16,708
Number of
granted share
units vesting
in 2017
(b)
Number of
granted share
units vesting
in 2018
(b)
292,588
141,105
82,968
—
—
11,400
113,785
73,620
18,353
—
—
—
Number of
shares held
(a)
—
—
18,198
—
—
—
18,198
306,031
528,061
205,758
Total
shares and
share units
520,157
288,344
180,895
—
40,544
28,108
1,058,04
8
_____________________________
a)
The number of shares held includes privately held shares.
b)
The number of granted share units vesting in the years ending December 31, 2016, 2017 and 2018 represents the vesting of previously granted service awards and
performance awards in the form of share units.
c) Mr. Thigpen joined Transocean as Chief Executive Officer on April 22, 2015.
d) Mr. Mey joined Transocean as Chief Financial Officer on May 28, 2015.
e) Mr. Stobart is the Chief Operating Officer for Transocean, effective as from October 1, 2012.
f)
Mr. Strachan did not receive shares for his service as Interim Chief Executive Officer.
g) Mr. Newman was no longer designated as a member of the Executive Management Team, effective February 16, 2015.
h) Mr. Ikaheimonen was no longer designated as a member of the Executive Management Team, effective May 27, 2015.
Name
Steven L. Newman
Esa Ikäheimonen
John Stobart
Total
_____________________________
a)
The number of shares held includes privately held shares.
December 31, 2014
Number of
shares held
(a)
109,027
9,800
12,953
131,780
Number of
granted shares
vesting in 2015
(b)
109,579
37,081
35,774
182,434
Number of
granted shares
vesting in 2016
(b)
135,827
46,879
43,024
225,730
Number of
granted shares
vesting in 2017
(b)
30,122
10,389
9,559
50,070
Total
shares
384,555
104,149
101,310
590,014
b)
The number of granted shares vesting in the years ending December 31, 2015, 2016 and 2017 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:
Name
Jeremy D. Thigpen
Mark L. Mey
John Stobart
Ian C. Strachan (a)
Steven L. Newman (b)
Esa Ikaheimonen (b)
Total
December 31, 2015
Number of
granted
stock options
vested and
outstanding
Number of
granted
stock options
vesting
in 2016
Number of
granted
stock options
vesting
in 2017
Number of
granted
stock options
vesting
in 2018
Total vested
and unvested
stock options
—
—
25,731
—
454,105
28,590
508,426
—
—
12,866
—
—
—
12,866
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
38,597
—
454,105
28,590
521,292
_____________________________
a) Mr. Strachan did not receive stock options for his service as Interim Chief Executive Officer.
b)
As of December 31, 2015, Mr. Ikäheimonen and Mr. Newman were no longer our employees. Options held by Mr. Ikäheimonen and Mr. Newman remain exercisable
for one year following separation.
SR-9
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS—continued
Name
Steven L. Newman
Esa Ikäheimonen
John Stobart
Total
December 31, 2014
Number of
granted
stock options
vested and
outstanding
Number of
granted
stock options
vesting
in 2015
Number of
granted
stock options
vesting
in 2016
Number of
granted
stock options
vesting
in 2017
368,852
14,295
12,865
396,012
85,253
14,295
12,866
112,414
41,171
14,296
12,866
68,333
—
—
—
—
Total vested
and unvested
stock options
495,276
42,886
38,597
576,759
Shares granted—We granted the following service awards and performance awards to members of our board, members of our
executive management team and employees:
Name
Board members
Executive management team
Employees
Total
Note 7—Guarantees and Commitments
December 31, 2015
December 31, 2014
Number of
shares units
granted
Value
of
share units
Number of
shares units
granted
Value
of
share units
114,294 CHF 2,281,125
16,390,817
201,936
18,873,878
1,039,143
11,042
1,164,479
55,499 CHF
2,042,906
300,404
10,335,786
6,192
247,006
362,095
12,625,698
Transocean Inc. debt obligations—Transocean Inc. has issued certain debt securities or entered into other debt instruments,
including notes, revolving credit facilities, debentures, surety bonds, letters of credit, and convertible note obligations. We have
guaranteed certain of these debt securities or other debt instruments. We 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. At December 31, 2015 and 2014, the
aggregate carrying amount of debt that we have guaranteed was USD 7.4 billion and USD 8.8 billion, equivalent to approximately
CHF 7.3 billion and CHF 8.7 billion, respectively.
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 have 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 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,
2015 and 2014, we recognized guarantee fee income of CHF 3 million and CHF 7 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 resolves all matters relating to suspension, debarment and statutory disqualification arising
from the matters contemplated by the Plea Agreement. Subject to compliance with the terms of the EPA Agreement, the EPA agreed that
it will not suspend, debar or statutorily disqualify the Respondents and will lift any existing suspension, debarment or statutory
disqualification. We have guaranteed the obligations required of the Respondents under the EPA Agreement.
Norway tax investigations and trial contingent obligations—At December 31, 2015, certain of our wholly-owned subsidiaries
were involved in ongoing investigations by Norwegian civil tax and criminal authorities relating to various transactions undertaken in 2001
and 2002 as well as the actions of certain employees of our former external tax advisors on these transactions. The authorities issued tax
assessments related to certain restructuring transactions, migration of a subsidiary that was previously subject to tax in Norway, a 2001
dividend payment, certain currency exchange deductions and dividend withholding tax. In prior years, we guaranteed these tax
assessments and related contingent obligations. At December 31, 2013, the aggregate amount of our guarantee with respect to these tax
disputes was NOK 699 million, equivalent to approximately CHF 102 million. In September 2014, the Norwegian tax authorities formally
abandoned part of the claim by issuing a revised writ, and we reduced our guarantee to NOK 35 million, equivalent to approximately
CHF 5 million. In October 2014, the Norwegian tax authorities formally dismissed all remaining claims related to the migration of our
subsidiary that was previously subject to tax in Norway. As a result, we terminated the guarantee of NOK 35 million, equivalent to
SR-10
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS—continued
approximately CHF 5 million. At December 31, 2015, the outstanding civil tax assessments were as follows: (a) NOK 412 million,
equivalent to approximately CHF 45 million, plus interest, related to a 2001 dividend payment and (b) NOK 43 million, equivalent to
approximately CHF 5 million, plus interest, related to certain foreign exchange deductions and dividend withholding tax. See Note 10–
Subsequent Events
Transocean Management Ltd. office lease obligation—Transocean Management Ltd., has entered into a lease obligation for
its principal offices in Vernier, Switzerland. Under an uncommitted line of credit, Transocean Ltd. has issued a surety bond in the full
amount of this lease obligation. At December 31, 2015 and 2014, our guarantee for the Transocean Management Ltd. office 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 Transocean Ltd.’s 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. Although we can provide no assurance as to the outcome of the remaining claims,
we believe that a significant portion of the contingencies related to the Macondo well incident are now resolved.
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, which heard oral argument on August 18, 2015. The court has not yet issued a ruling.
Macondo well incident insurance coverage—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. On May 20, 2015, the Macondo Subsidiaries
entered into a settlement agreement with BP in which BP agreed, among other things, to cease its efforts to recover as an unlimited
additional insured under our insurance policies and to be bound by the insurance reimbursement rulings related to the Macondo well
incident.
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.—Transocean Inc. holds 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, 2015 and 2014, Transocean Inc.
held 6.9 million and 8.7 million of our shares, respectively, for this purpose.
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. In the year ended December 31, 2014, Transocean Inc. declared a dividend for
USD 1.5 billion, equivalent to approximately CHF 1.4 billion, in satisfaction of amounts due under the revolving credit facility. At
December 31, 2015 and 2014, we had borrowings of USD 406 million and USD 19 million, respectively, equivalent to approximately
CHF 402 million and CHF 19 million, respectively, outstanding under the revolving credit facility. At December 31, 2015 and 2014, the
variable interest rate on the outstanding borrowings was 2.25 percent.
In the year ended December 31, 2014, Transocean Inc. also declared and paid to us an aggregate cash dividend of
USD 825 million, equivalent to approximately CHF 817 million.
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, 2015 and 2014, we recognized such costs of CHF 19 million and CHF 13 million,
respectively, recorded in general and administrative costs and expenses, including personnel costs of CHF 19 million and CHF 8 million,
respectively.
SR-11
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS—continued
Note 10—Subsequent Event
Qualified capital loss, par value reduction and own shares—On October 29, 2015, shareholders at our extraordinary general
meeting 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 (“the Par
Value Reduction”) and the cancellation of all of our 2.9 million shares purchased under the share repurchase program. The Par Value
Reduction and the cancellation of shares became effective as of January 7, 2016 upon registration in the commercial register. The Par
Value Reduction effectively remediated the qualified capital loss, as defined in Swiss law, presented in our balance sheet as of
December 31, 2015.
Norway tax investigations and trial contingent obligations—In January 2016, the Norwegian authorities formally and
unconditionally dropped all criminal charges against our subsidiaries and the two employees related to the previously reported Norway tax
investigations or trials. All subsidiaries and external advisors have been fully acquitted on all criminal charges.
Authorized share capital— As a result of the Par Value Reduction, also the maximum amount of CHF 337 million available
under our authorized share capital approved at our 2014 annual general meeting was reduced to CHF 2 million. Accordingly, our
authorized share capital authorizes the issuance of a maximum of 22.5 million fully paid in shares with a par value of CHF 0.10 per share.
On February 15, 2016, our board of directors announced its proposal to seek shareholder approval at the 2016 annual general
meeting for the renewal of board of directors authority to issue shares out of the company’s authorized share capital for a maximum
amount corresponding to approximately 6 percent of the company’s currently registered share capital for a two-year period.
SR-12
TRANSOCEAN LTD.
PROPOSED APPROPRIATION OF THE ACCUMULATED LOSS
The board of directors proposes that shareholders at the annual general meeting in 2016 approve the following appropriation
(in thousands):
Balance brought forward from previous years
Net loss for the year
Total accumulated loss
Balance to be carried forward on this account
December 31,
2015
2014
CHF
(5,361,577 ) CHF
(3,321,416 )
60,609
(5,422,186)
(8,682,993 )
(5,361,577)
CHF
(8,682,993 ) CHF
(5,361,577)
SR-13
B O A R D O F D I R E C T O R S
Merrill A. “Pete”
Miller, Jr.
Chairman
Transocean Ltd.
Glyn A. BArker
Former Vice Chairman – U.K.
PricewaterhouseCoopers LLP
VAnessA C.l. ChAnG
Director and shareholder of EL & EL
Investments, a privately held real estate
investment business
FrederiCo F. CurAdo
President and Chief Executive Officer
Embraer S.A.
E X E C U T I V E M A N A G E M E N T
ChAdwiCk C. deAton
Former Executive Chairman and
Chief Executive Officer
Baker Hughes Incorporated
edwArd r. Muller
Former Chairman, Chief Executive
Officer and President
GenOn Energy, Inc.
VinCent J. intrieri
Senior Managing Director
Icahn Capital LP
tAn ek kiA
Former Chairman
Shell Northeast Asia
MArtin B. MCnAMArA
Retired Partner
Gibson, Dunn & Crutcher LLP
JereMy d. thiGPen
President and Chief Executive Officer
Transocean Ltd.
JereMy d. thiGPen
President and
Chief Executive Officer
MArk l. Mey
Executive Vice President and
Chief Financial Officer
John B. stoBArt
Executive Vice President and
Chief Operating Officer
sAMuel J. MerksAMer
Managing Director
Icahn Capital LP
C O R P O R A T E I N F O R M A T I O N
Registered Address
Transocean Ltd.
Turmstrasse 30
CH-6300
Zug, Switzerland
Phone: +41 (41) 749 0500
Transfer Agent and Registrar
Computershare
www.computershare.com
Online inquiries: www-us.computershare.com/investor/contact
Shareholder inquiries:
Computershare
P.O. Box 30170
College Station, TX 77842-3170
1 877 397 7229
1 201 680 6570 (for callers outside the United States)
Overnight correspondence:
Computershare
211 Quality Circle, Suite 210
College Station, TX 77845
Financial Information
Financial analysts and shareholders desiring information about
Transocean Ltd. should visit the company’s website at:
www.deepwater.com, or call Investor Relations at + 1 713 232 7500.
Proxy solicitor
Innisfree M&A Incorporated
501 Madison Avenue
20th Floor
New York, NY 10022
Independent Registered Public Accounting Firm
Ernst & Young LLP
Houston, Texas
Swiss Auditor
Ernst & Young Ltd
Zurich, Switzerland
NYSE Annual CEO Certification and Sarbanes-
Oxley Section 302 Certifications
We submitted the annual chief executive officer certification to the NYSE as
required under the corporate governance rules.We also filed the chief executive
officer certifications required under section 302 of the Sarbanes-Oxley Act of
2002 as an exhibit to our 2015 Annual Report on Form 10-K.
Stock Exchange Listing
Transocean Ltd. shares are listed on the New York Stock Exchange (“NYSE”) under
the symbol RIG and on the SIX Swiss Exchange (“SIX”) under the symbol RIGN. We
have elected to delist from the SIX effective March 31, 2016, with the last trading day
scheduled for March 30, 2016.
NYSE (USD)
SIX (CHF)
HIGH
LOW
HIGH
LOW
2015
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
2014
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
20.65
21.90
16.20
17.19
49.58
46.12
45.21
32.41
13.28
14.44
11.26
11.95
38.47
39.41
31.76
15.97
18.88
19.50
15.42
17.00
44.72
41.31
40.18
31.04
11.83
13.85
10.55
11.91
33.30
34.62
30.47
15.32
Performance Graph1
The graph below compares the cumulative total shareholder return of our shares,
the Standard & Poor’s 500 Stock Index (“S&P”), and the Simmons & Company
International Upstream Index (“SCI”) over our last five fiscal years.The graph assumes
that $100 was invested in our shares and the S&P on December 31, 2010, and that
all dividends were reinvested on the date of payment.The SCI represents the price
movement of the index.
Indexed Cumulative Total Shareholder Return
December 31, 2010 – December 31, 2015
200
150
100
50
0
DATE
RIG
SCI
S&P
S&P
SCI
RIG
31-Dec-10
31-Dec-11
31-Dec-12
31-Dec-13
31-Dec-14
31-Dec-15
Dec-10
Dec-11
Dec-12
Dec-13
Dec-14
Dec-15
$100
$100
$100
$58
$100
$102
$68
$98
$119
$78
$126
$157
$31
$82
$178
$22
$48
$181
1 The above Performance Graph and related information shall not be deemed “soliciting material” or to be “filed” with
the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933
or Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference
into such filing.
3/16/16 5:03 PM
www.deepwater.com
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