UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________

FORM 10-K

(Mark one)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____.

 

Commission file number 000-53533        

_________________

TRANSOCEAN LTD.

 

(Exact name of registrant as specified in its charter)

 

 

Zug, Switzerland

98-0599916

 

(State or other jurisdiction

(I.R.S. Employer

 

of incorporation or organization)

Identification No.)

 

 

Blandonnet International Business Center

 

Chemin de Blandonnet 2

 

Building F, 7th Floor

 

Vernier, Switzerland

1214

 

(Address of principal executive offices)

(Zip code)

Registrant's telephone number, including area code: +41 (22) 930-9000

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of class

Exchange on which registered

 

Shares, par value CHF 15.00 per share

New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act: None

_________________

 

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. 

Yes x No o

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer x  Accelerated filer o  Non-accelerated filer (do not check if a smaller reporting company) o  Smaller reporting company o

 

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).

Yes o No x

As of June 30, 2008, 319,044,814 shares were outstanding and the aggregate market value of shares held by non-affiliates was approximately $48.6 billion (based on the reported closing market price of the ordinary shares of Transocean Inc. on such date of $152.39 and assuming that all directors and executive officers of the Company are "affiliates," although the Company does not acknowledge that any such person is actually an "affiliate" within the meaning of the federal securities laws). As of February 20, 2009, 319,660,304 shares were outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE


Portions of the registrant's definitive Proxy Statement to be filed with the Securities and Exchange Commission within 120 days of December 31, 2008, for its 2009 annual general meeting of shareholders, are incorporated by reference into Part III of this Form 10-K.

 


TRANSOCEAN LTD. AND SUBSIDIARIES

INDEX TO ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2008

 

Item

 

Page

 

 

 

 

PART I

 

ITEM 1.

Business

4

ITEM 1A.

Risk Factors

14

ITEM 1B.

Unresolved Staff Comments

21

ITEM 2.

Properties

21

ITEM 3.

Legal Proceedings

21

ITEM 4.

Submission of Matters to a Vote of Security Holders

25

 

 

 

 

PART II

 

ITEM 5.

Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

 

27

ITEM 6.

Selected Financial Data

30

ITEM 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

32

ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risk

56

ITEM 8.

Financial Statements and Supplementary Data

57

ITEM 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

107

ITEM 9A.

Controls and Procedures

107

ITEM 9B.

Other Information

107

 

 

 

 

PART III

 

ITEM 10.

Directors, Executive Officers and Corporate Governance

107

ITEM 11.

Executive Compensation

107

ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

107

ITEM 13.

Certain Relationships and Related Transactions, and Director Independence

107

ITEM 14.

Principal Accountant Fees and Services

107

 

 

 

 

PART IV

 

ITEM 15.

Exhibits and Financial Statement Schedules

108

 

 

 

 

 

 

 

 

- 2 -

 

 


 

 

Forward-Looking Information

The statements included in this annual report regarding future financial performance and results of operations and other statements that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements in this annual report include, but are not limited to, statements about the following subjects:

• the offshore drilling market, including supply and demand, utilization rates, dayrates, customer drilling programs, commodity prices, effects of new rigs on the market and effects of declines in commodity prices and downturn in global economy on market outlook for our various geographical operating sectors and classes of rigs,

• customer contracts, including contract backlog, contract commencements, contract terminations, contract option exercises, contract revenues, contract awards and rig mobilizations,

• newbuild, upgrade, shipyard and other capital projects, including completion, delivery and commencement of operations dates, expected downtime and lost revenue, the level of expected capital expenditures and the timing and cost of completion of capital projects,

• liquidity and adequacy of cash flow for our obligations, including our ability and the expected timing to access certain investments in highly liquid instruments,

• our results of operations and cash flow from operations, including revenues and expenses,

• uses of excess cash, including debt retirement and share repurchases under our share repurchase program,

• timing and proceeds of asset sales,

• tax matters, including our effective tax rate, changes in tax laws, treaties and regulations, tax assessments and liabilities for tax issues, including those associated with our activities in Brazil, Norway and the U.S.,

• legal and regulatory matters, including results and effects of legal proceedings and governmental audits and assessments, outcome and effects of internal and governmental investigations, customs and environmental matters,

• insurance matters, including adequacy of insurance, insurance proceeds and cash investments of our wholly-owned captive insurance company,

• the possible benefits, effects or results of the redomestication transaction,

• debt levels, including impacts of the financial and credit crisis,

• 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 among others:

 

     •"anticipates”

 •“may”

     •“believes”

 •“might”

    •“budgets”

 •“plans”

     •“could

 •“predicts”

     •“estimates

 •“projects”

     •“expects

 •“scheduled”

     •“forecasts

 •“should”

     •“intends

 

 

Such statements are subject to numerous risks, uncertainties and assumptions, including, but not limited to:

 

• those described under "Item 1A. Risk Factors,"

• the adequacy of sources of liquidity,

• our inability to obtain contracts for our rigs that do not have contracts,

• the cancellation of contracts currently included in our reported contract backlog,

• the effect and results of litigation, tax audits and contingencies, and

• other factors discussed in this annual report and in our other filings with the U.S. Securities and Exchange Commission ("SEC"), which are available free of charge on the SEC's website at www.sec.gov.

Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated.

All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements, except as required by law.

 

 

 

- 3 -

 

 


 

 

PART I

ITEM 1.

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 3, 2009, we owned, had partial ownership interests in or operated 136 mobile offshore drilling units. As of this date, our fleet consisted of 39 High-Specification Floaters (Ultra-Deepwater, Deepwater and Harsh Environment semisubmersibles and drillships), 28 Midwater Floaters, 10 High-Specification Jackups, 55 Standard Jackups and four Other Rigs. In addition, we had 10 Ultra-Deepwater Floaters under construction or contracted for construction.

We believe our mobile offshore drilling fleet is one of the most modern and versatile fleets in the world. Our primary business is to contract our drilling rigs, related equipment and work crews primarily on a dayrate basis to drill oil and gas wells. We specialize in technically demanding segments of the offshore drilling business with a particular focus on deepwater and harsh environment drilling services. We also provide oil and gas drilling management services on either a dayrate basis or a completed-project, fixed-price (or "turnkey") basis, as well as drilling engineering and drilling project management services, and we participate in oil and gas exploration and production activities. Our shares are listed on the New York Stock Exchange ("NYSE") under the symbol "RIG."

Transocean Ltd. is a Swiss corporation with principal executive offices located at Blandonnet International Business Center, Chemin de Blandonnet 2, Building F, 7th Floor, 1214 Vernier, Switzerland. Our telephone number at that address is +41 (22) 930-9000.

For information about the revenues, operating income, assets and other information relating to our business, our segments and the geographic areas in which we operate, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and Notes to Consolidated Financial Statements—Note 23—Segments, Geographical Analysis and Major Customers.

In this Annual Report, we sometimes refer to Transocean Inc., a Cayman Islands company and our wholly-owned subsidiary, as "Transocean-Cayman."

Background of Transocean

In November 2007, we completed our merger transaction (the "Merger") with GlobalSantaFe Corporation ("GlobalSantaFe"). Immediately prior to the effective time of the Merger, each of Transocean-Cayman's outstanding ordinary shares was reclassified by way of a scheme of arrangement under Cayman Islands law into (1) 0.6996 Transocean-Cayman ordinary shares and (2) $33.03 in cash (the "Reclassification" and together with the Merger, the "GSF Transactions"). At the effective time of the Merger, each outstanding ordinary share of GlobalSantaFe (the "GlobalSantaFe Ordinary Shares") was exchanged for (1) 0.4757 Transocean-Cayman ordinary shares (after giving effect to the Reclassification) and (2) $22.46 in cash. Transocean-Cayman issued approximately 107,752,000 of its ordinary shares in connection with the Merger and distributed $14.9 billion in cash in connection with the GSF Transactions. Transocean-Cayman funded the payment of the cash consideration for the GSF Transactions with $15.0 billion of borrowings under a $15.0 billion, one-year senior unsecured bridge loan facility (the "Bridge Loan Facility") and has since refinanced or repaid those borrowings and terminated the Bridge Loan Facility. We included the financial results of GlobalSantaFe in our consolidated financial statements beginning November 27, 2007, the date the GlobalSantaFe Ordinary Shares were exchanged for Transocean-Cayman ordinary shares.

In December 2008, Transocean Ltd. completed a transaction pursuant to an Agreement and Plan of Merger among Transocean Ltd., Transocean Inc., which was our former parent holding company, and Transocean Cayman Ltd., a company organized under the laws of the Cayman Islands that was a wholly-owned subsidiary of Transocean Ltd., pursuant to which Transocean Inc. merged by way of schemes of arrangement under Cayman Islands law with Transocean Cayman Ltd., with Transocean Inc. as the surviving company and, as a result, a wholly-owned subsidiary of Transocean Ltd. (the "Redomestication Transaction"). In the Redomestication Transaction, Transocean Ltd. issued one of its shares in exchange for each ordinary share of Transocean Inc. In addition, Transocean Ltd. issued 16 million of its shares to Transocean Inc. for future use to satisfy Transocean Ltd.'s obligations to deliver shares in connection with awards granted under our incentive plans, warrants or other rights to acquire shares of Transocean Ltd. The Redomestication Transaction effectively changed the place of incorporation of our parent holding company from the Cayman Islands to Switzerland. As a result of the Redomestication Transaction, Transocean Inc. became a direct, wholly-owned subsidiary of Transocean Ltd. In connection with the Redomestication Transaction, we relocated our principal executive offices to Vernier, Switzerland. We refer to the Redomestication Transaction and the relocation of our principal executive offices together as the "Redomestication."

Drilling Fleet

We principally operate three types of drilling rigs:

• drillships;

• semisubmersibles; and

• jackups.

Also included in our fleet are barge drilling rigs, a mobile offshore production unit and a coring drillship.

 

 

 

- 4 -

 

 


 

 

Most of our drilling equipment is suitable for both exploration and development drilling, and we normally engage in both types of drilling activity. Likewise, most of our drilling rigs are mobile and can be moved to new locations in response to client demand. All of our mobile offshore drilling units are designed for operations away from port for extended periods of time and most have living quarters for the crews, a helicopter landing deck and storage space for pipe and drilling supplies.

We categorize our fleet as follows: (1) "High-Specification Floaters," consisting of our "Ultra-Deepwater Floaters," "Deepwater Floaters" and "Harsh Environment Floaters," (2) "Midwater Floaters," (3) "High-Specification Jackups," (4) "Standard Jackups" and (5) "Other Rigs." As of February 3, 2009, our fleet of 136 rigs, which excludes assets that are classified as held for sale and are not currently operating under a contract and rigs contracted for or under construction, included:

•  39 High-Specification Floaters, which are comprised of:

•  18 Ultra-Deepwater Floaters;

•  16 Deepwater Floaters; and

•  five Harsh Environment Floaters;

•  28 Midwater Floaters;

•  10 High-Specification Jackups;

•  55 Standard Jackups; and

•  four Other Rigs, which are comprised of:

•  two barge drilling rigs;

•  one mobile offshore production unit; and

•  one coring drillship.

As of February 3, 2009, our fleet was located in the Far East (22 units), U.K. North Sea (17 units), Middle East (18 units), U.S. Gulf of Mexico (13 units), Nigeria (nine units), India (12 units), Angola (11 units), Brazil (11 units), Norway (five units), other West African countries (nine units), the Caspian Sea (three units), Trinidad (two units), Australia (one unit), the Mediterranean (two units) and Canada (one unit).

High-Specification Floaters are specialized offshore drilling units that we categorize into three sub-classifications based on their capabilities. Ultra-Deepwater Floaters have high-pressure mud pumps and a water depth capability of 7,500 feet or greater. Deepwater Floaters are generally those other semisubmersible rigs and drillships that have a water depth capacity between 7,500 and 4,500 feet. Harsh Environment Floaters have a water depth capacity between 4,500 and 1,500 feet, are capable of drilling in harsh environments and have greater displacement, resulting in larger variable load capacity, more useable deck space and better motion characteristics. Midwater Floaters are generally comprised of those non-high-specification semisubmersibles with a water depth capacity of less than 4,500 feet. High-Specification Jackups consist of our harsh environment and high-performance jackups, and Standard Jackups consist of our remaining jackup fleet. Other Rigs consist of rigs that are of a different type or use than those mentioned above.

Drillships are generally self-propelled, shaped like conventional ships and are the most mobile of the major rig types. All of our High-Specification drillships are dynamically positioned, which allows them to maintain position without anchors through the use of their onboard propulsion and station-keeping systems. Drillships typically have greater load capacity than early generation semisubmersible rigs. This enables them to carry more supplies on board, which often makes them better suited for drilling in remote locations where resupply is more difficult. However, drillships are typically limited to calmer water conditions than those in which semisubmersibles can operate. Our three existing Enterprise-class drillships are, and five of our ten additional newbuild drillships contracted for or under construction will be, equipped with our patented dual-activity technology. Dual-activity technology includes structures, equipment and techniques for using two drilling stations within a single derrick to perform drilling tasks. Dual-activity technology allows our rigs to perform simultaneous drilling tasks in a parallel rather than sequential manner. Dual-activity technology reduces critical path activity and improves efficiency in both exploration and development drilling.

Semisubmersibles are floating vessels that can be submerged by means of a water ballast system such that the lower hulls are below the water surface during drilling operations. These rigs are capable of maintaining their position over the well through the use of an anchoring system or a computer controlled dynamic positioning thruster system. Some semisubmersible rigs are self-propelled and move between locations under their own power when afloat on pontoons although most are relocated with the assistance of tugs. Typically, semisubmersibles are better suited than drillships for operations in rougher water conditions. Our three Express-class semisubmersibles are designed for mild environments and are equipped with the unique tri-act derrick, which was designed to reduce overall well construction costs. The tri-act derrick allows offline tubular and riser handling operations to occur at two sides of the derrick while the center portion of the derrick is being used for normal drilling operations through the rotary table. Our two operating Development Driller-class semisubmersibles are, and one that is under construction will be, 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 classify certain of our jackup rigs as High-Specification Jackups. These rigs have greater operational capabilities than Standard Jackups and are able to operate in harsh environments, have higher capacity derricks, drawworks, mud systems and storage, and are typically capable of drilling to deeper depths. Typically, these jackups also have deeper water depth capacity than Standard Jackups.

 

 

 

- 5 -

 

 


 

 

Depending on market conditions, we may "warm stack" or "cold stack" non-contracted rigs. "Warm stacked" rigs are not under contract and may require the hiring of additional crew, but are generally ready for service with little or no capital expenditures and are being actively marketed. "Cold stacked" rigs are not actively marketed, generally cannot be reactivated upon short notice and normally require the hiring of most of the crew, a maintenance review and possibly significant refurbishment before they can be reactivated. Cold stacked rigs and some warm stacked rigs would require additional costs to return to service. The actual cost, which could fluctuate over time, is dependent 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. In certain circumstances, the cost could be significant. We would take these factors into consideration together with market conditions, length of contract and dayrate and other contract terms in deciding whether to return a particular idle rig to service. We may consider marketing cold stacked rigs for alternative uses, including as accommodation units, from time to time until drilling activity increases and we obtain drilling contracts for these units.

We own all of the drilling rigs in our fleet noted in the tables below except for the following: (1) those specifically described as being owned wholly or in part by unaffiliated parties, (2) Petrobras 10000, which will be subject to a capital lease with a 20-year term, (3) GSF Explorer, which is subject to a capital lease with a remaining term of 18 years, and (4) GSF Jack Ryan, which is subject to a fully defeased capital lease with a remaining term of 12 years.

In the tables presented below, the location of each rig indicates the current drilling location for operating rigs or the next operating location for rigs in shipyards with a follow-on contract, unless otherwise noted.

Rigs Under Construction (10)

The following table provides certain information regarding our Ultra-Deepwater Floaters contracted for or under construction as of February 3, 2009:

 

 

 

Water

Drilling

 

 

 

 

depth

depth

 

 

 

Expected

capacity

capacity

Contracted

Name

Type

completion

(in feet)

(in feet)

location

Ultra-Deepwater Floaters (a) (10)

 

 

 

 

 

Discoverer Americas (b)

HSD

Mid 2009

12,000

40,000

U.S. Gulf

Discoverer Clear Leader (b)

HSD

2Q 2009

12,000

40,000

U.S. Gulf

Discoverer Inspiration (b)

HSD

1Q 2010

12,000

40,000

U.S. Gulf

Deepwater Champion (b)

HSD

4Q 2010

12,000

40,000

U.S. Gulf

Dhirubhai Deepwater KG1 (c)

HSD

2Q 2009

12,000

35,000

India

Dhirubhai Deepwater KG2 (c)

HSD

1Q 2010

10,000

35,000

India

Discoverer India (b)

HSD

4Q 2010

10,000

40,000

India

Petrobras 10000 (b)

HSD

3Q 2009

10,000

37,500

Angola

Discoverer Luanda (b)(d)

HSD

3Q 2010

7,500

40,000

Angola

Development Driller III (b)

HSS

Mid 2009

7,500

30,000

U.S. Gulf

________________________________

"HSD" means high-specification drillship.

"HSS" means high-specification semisubmersible.

 

(a)

Dynamically positioned.

(b)

Dual-activity.

(c)

Owned through our 50 percent interest in Transocean Pacific Drilling Inc.

(d)

Owned through our 65 percent interest in Angola Deepwater Drilling Company Limited.

 

 

 

- 6 -

 

 


 

 

High-Specification Floaters (39)

The following table provides certain information regarding our High-Specification Floaters as of February 3, 2009:

 

 

Year

Water

Drilling

 

 

 

entered

depth

depth

 

 

 

service/

capacity

capacity

 

Name

Type

upgraded (a)

(in feet)

(in feet)

Location

Ultra-Deepwater Floaters (b) (18)

 

 

 

 

 

Deepwater Discovery

HSD

2000

10,000

30,000

Brazil

Deepwater Expedition

HSD

1999

10,000

30,000

India

Deepwater Frontier

HSD

1999

10,000

30,000

India

Deepwater Horizon

HSS

2001

10,000

30,000

U.S. Gulf

Deepwater Millennium

HSD

1999

10,000

30,000

Brazil

Deepwater Pathfinder

HSD

1998

10,000

30,000

Nigeria

Discoverer Deep Seas (c) (d)

HSD

2001

10,000

35,000

U.S. Gulf

Discoverer Enterprise (c) (d)

HSD

1999

10,000

35,000

U.S. Gulf

Discoverer Spirit (c) (d)

HSD

2000

10,000

35,000

U.S. Gulf

GSF C.R. Luigs

HSD

2000

10,000

35,000

U.S. Gulf

GSF Jack Ryan

HSD

2000

10,000

30,000

Nigeria

Cajun Express (e)

HSS

2001

8,500

35,000

U.S. Gulf

Deepwater Nautilus

HSS

2000

8,000

30,000

U.S. Gulf

GSF Explorer

HSD

1972/1998

7,800

30,000

Angola

GSF Development Driller I (d)

HSS

2004

7,500

37,500

U.S. Gulf

GSF Development Driller II (d)

HSS

2004

7,500

37,500

U.S. Gulf

Sedco Energy (e)

HSS

2001

7,500

30,000

Nigeria

Sedco Express (e)

HSS

2001

7,500

30,000

Angola

 

Deepwater Floaters (16)

 

 

 

 

 

Deepwater Navigator (b)

HSD

2000

7,200

25,000

Brazil

Discoverer 534 (b)

HSD

1975/1991

7,000

25,000

India

Discoverer Seven Seas (b)

HSD

1976/1997

7,000

25,000

India

Transocean Marianas

HSS

1979/1998

7,000

25,000

U.S. Gulf

Sedco 702 (b)

HSS

1973/2007

6,500

25,000

Nigeria

Sedco 706 (b) (f)

HSS

1976/(f)

6,500

25,000

Singapore

Sedco 707 (b)

HSS

1976/1997

6,500

25,000

Brazil

GSF Celtic Sea

HSS

1982/1998

5,750

25,000

Brazil

Jack Bates

HSS

1986/1997

5,400

30,000

Indonesia

M.G. Hulme, Jr.

HSS

1983/1996

5,000

25,000

Nigeria

Sedco 709 (b)

HSS

1977/1999

5,000

25,000

Nigeria

Transocean Richardson

HSS

1988

5,000

25,000

Angola

Jim Cunningham

HSS

1982/1995

4,600

25,000

Angola

Sedco 710 (b)

HSS

1983/2001

4,500

25,000

Brazil

Sovereign Explorer

HSS

1984

4,500

25,000

Brazil

Transocean Rather

HSS

1988

4,500

25,000

U.K. N. Sea

 

Harsh Environment Floaters (5)

 

 

 

 

 

Transocean Leader

HSS

1987/1997

4,500

25,000

Norwegian N. Sea

Henry Goodrich

HSS

1985

5,000

30,000

U.S. Gulf

Paul B. Loyd, Jr.

HSS

1990

2,000

25,000

U.K. N. Sea

Transocean Arctic

HSS

1986

1,650

25,000

Norwegian N. Sea

Polar Pioneer

HSS

1985

1,500

25,000

Norwegian N. Sea

________________________________

"HSD" means high-specification drillship.

"HSS" means high-specification semisubmersible.

 

(a)

Dates shown are the original service date and the date of the most recent upgrade, if any.

(b)

Dynamically positioned.

(c)

Enterprise-class rig.

(d)

Dual-activity.

(e)

Express-class rig.

(f)

Sedco 706 completed the upgrade from a Midwater Floater to a Deepwater Floater during the first quarter of 2009. As of February 20, 2009, the rig was in mobilization to Brazil for customer acceptance.

 

 

 

- 7 -

 

 


 

 

Midwater Floaters (28)

The following table provides certain information regarding our Midwater Floaters as of February 3, 2009:

 

 

Year

Water

Drilling

 

 

 

entered

depth

depth

 

 

 

service/

capacity

capacity

 

Name

Type

upgraded (a)

(in feet)

(in feet)

Location

Sedco 700

OS

1973/1997

3,600

25,000

Congo

Transocean Amirante

OS

1978/1997

3,500

25,000

U.S. Gulf

Transocean Legend

OS

1983

3,500

25,000

Singapore

GSF Arctic I

OS

1983/1996

3,400

25,000

Brazil

C. Kirk Rhein, Jr.

OS

1976/1997

3,300

25,000

Mozambique

Transocean Driller

OS

1991

3,000

25,000

Brazil

GSF Rig 135

OS

1983

2,800

25,000

Congo

Falcon 100

OS

1974/1999

2,400

25,000

Brazil

GSF Rig 140

OS

1983

2,400

25,000

Angola

GSF Aleutian Key

OS

1976/2001

2,300

25,000

Angola

Istiglal (b)

OS

1995/1998

2,300

20,000

Caspian Sea

Sedco 703

OS

1973/1995

2,000

25,000

Australia

GSF Arctic III

OS

1984

1,800

25,000

Libya

Sedco 711

OS

1982

1,800

25,000

U.K. N. Sea

Transocean John Shaw

OS

1982

1,800

25,000

U.K. N. Sea

Sedco 712

OS

1983

1,600

25,000

Warm Stacked (c)

Sedco 714

OS

1983/1997

1,600

25,000

U.K. N. Sea

Actinia

OS

1982

1,500

25,000

India

Dada Gorgud (b)

OS

1978/1998

1,500

25,000

Caspian Sea

GSF Arctic IV (d)

OS

1983/1999

1,500

25,000

U.K. N. Sea

GSF Grand Banks

OS

1984

1,500

25,000

East Canada

Sedco 601

OS

1983

1,500

25,000

Malaysia

Sedneth 701

OS

1972/1993

1,500

25,000

Angola

Transocean Prospect

OS

1983/1992

1,500

25,000

U.K. N. Sea

Transocean Searcher

OS

1983/1988

1,500

25,000

Norwegian N. Sea

Transocean Winner

OS

1983

1,500

25,000

Norwegian N. Sea

J. W. McLean

OS

1974/1996

1,250

25,000

U.K. N. Sea

Sedco 704

OS

1974/1993

1,000

25,000

U.K. N. Sea

________________________________

"OS" means other semisubmersible.

 

(a)

Dates shown are the original service date and the date of the most recent upgrade, if any.

(b)

Owned by the State Oil Company of the Azerbaijan Republic ("SOCAR") and operated under long-term bareboat charters between Caspian Drilling Company Limited, a joint venture in which we own a 45 percent ownership interest, and SOCAR.

(c)

As of February 20, 2009, Sedco 712 was warm stacked.

(d)

In connection with our previously announced undertakings to the Office of Fair Trading in the U.K. (the "OFT") made in connection with the Merger, GSF Arctic II and GSF Arctic IV are classified as held for sale. In July 2008, we entered into a definitive agreement to sell GSF Arctic II and GSF Arctic IV; however, the acquisition of the rigs was contingent upon the buyers' ability to obtain lender consents. The buyers have reported that they have been unable to obtain the consent of their lenders on terms acceptable to them and have publicly announced their termination of the agreement to purchase the vessels. We continue to market both rigs for sale. At February 3, 2009, GSF Arctic IV is included in the table above as it continued to operate under contract, and GSF Arctic II is excluded from the table above as it was warm stacked in anticipation of its sale, having completed its contracted operations.

High-Specification Jackups (10)

The following table provides certain information regarding our High-Specification Jackups as of February 3, 2009:

 

 

Year

Water

Drilling

 

 

 

entered

depth

depth

 

 

 

service/

capacity

capacity

 

Name

 

upgraded (a)

(in feet)

(in feet)

Location

GSF Constellation I

 

2003

400

30,000

Trinidad

GSF Constellation II

 

2004

400

30,000

Egypt

GSF Galaxy I

 

1991/2001

400

30,000

U.K. N. Sea

GSF Galaxy II

 

1998

400

30,000

U.K. N. Sea

GSF Galaxy III

 

1999

400

30,000

U.K. N. Sea

GSF Baltic

 

1983

375

25,000

Nigeria

GSF Magellan

 

1992

350

30,000

U.K. N. Sea

GSF Monarch

 

1986

350

30,000

U.K. N. Sea

GSF Monitor

 

1989

350

30,000

Trinidad

Trident 20

 

2000

350

25,000

Caspian Sea

 

 

________________________________

(a)

Dates shown are the original service date and the date of the most recent upgrades, if any.

 

  

 

- 8 -

 


 

Standard Jackups (55)

The following table provides certain information regarding our Standard Jackups as of February 3, 2009:

 

 

Year

Water

Drilling

 

 

 

entered

depth

depth

 

 

 

service/

capacity

capacity

 

Name

 

upgraded (a)

(in feet)

(in feet)

Location

Trident IX

 

1982

400

20,000

Vietnam

Trident 17

 

1983

355

25,000

Malaysia

GSF Adriatic II

 

1981

350

25,000

Angola

GSF Adriatic IX

 

1981

350

25,000

Gabon

GSF Adriatic X

 

1982

350

30,000

Egypt

GSF Key Manhattan

 

1980

350

25,000

Egypt

GSF Key Singapore

 

1982

350

25,000

Egypt

GSF Adriatic VI

 

1981

328

25,000

Gabon

GSF Adriatic VIII

 

1983

328

25,000

Nigeria

C. E. Thornton

 

1974

300

25,000

India

D. R. Stewart

 

1980

300

25,000

Italy

F. G. McClintock

 

1975

300

25,000

India

George H. Galloway

 

1984

300

25,000

Italy

GSF Adriatic I

 

1981

300

25,000

Angola

GSF Adriatic V

 

1979

300

25,000

Angola

GSF Adriatic XI

 

1983

300

25,000

Indonesia

GSF Compact Driller

 

1992

300

25,000

Thailand

GSF Galveston Key

 

1978

300

25,000

Vietnam

GSF Key Gibraltar

 

1976/1996

300

25,000

Warm Stacked (b)

GSF Key Hawaii

 

1982

300

25,000

Qatar

GSF Labrador

 

1983

300

25,000

U.K. N. Sea

GSF Main Pass I

 

1982

300

25,000

Arabian Gulf

GSF Main Pass IV

 

1982

300

25,000

Arabian Gulf

GSF Parameswara

 

1983

300

20,000

Indonesia

GSF Rig 134

 

1982

300

20,000

Malaysia

GSF Rig 136

 

1982

300

25,000

Malaysia

Harvey H. Ward

 

1981

300

25,000

Malaysia

J. T. Angel

 

1982

300

25,000

India

Randolph Yost

 

1979

300

25,000

India

Roger W. Mowell

 

1982

300

25,000

Malaysia

Ron Tappmeyer

 

1978

300

25,000

India

Shelf Explorer

 

1982

300

20,000

Malaysia

Interocean III

 

1978/1993

300

25,000

Egypt

Transocean Nordic

 

1983

300

25,000

Warm Stacked (b)

Trident II

 

1977/1985

300

25,000

India

Trident IV

 

1980/1999

300

25,000

Warm Stacked (c)

Trident VIII

 

1981

300

21,000

Eq.Guin. (c)

Trident XII

 

1982/1992

300

25,000

India

Trident XIV

 

1982/1994

300

20,000

Angola

Trident 15

 

1982

300

25,000

Thailand

Trident 16

 

1982

300

25,000

Vietnam

GSF High Island II

 

1979

270

20,000

Arabian Gulf

GSF High Island IV

 

1980/2001

270

20,000

Arabian Gulf

GSF High Island V

 

1981

270

20,000

Congo

GSF High Island VII

 

1982

250

20,000

Cameroon

GSF High Island IX

 

1983

250

20,000

Nigeria

GSF Rig 103

 

1974

250

20,000

Egypt

GSF Rig 105

 

1975

250

20,000

Egypt

GSF Rig 124

 

1980

250

20,000

Egypt

GSF Rig 127

 

1981

250

20,000

Qatar

GSF Rig 141

 

1982

250

20,000

Egypt

Transocean Comet

 

1980

250

20,000

Egypt

Transocean Mercury

 

1969/1998

250

20,000

Egypt

GSF Britannia

 

1968

230

20,000

U.K. N. Sea

Trident VI

 

1981

220

21,000

Vietnam

________________________________

(a)

Dates shown are the original service date and the date of the most recent upgrade, if any.

(b)

As of February 20, 2009, GSF Key Gibraltar and Transocean Nordic were cold stacked.

(c)

As of February 20, 2009, Trident IV and Trident VIII were warm stacked.

 

 

 

- 9 -

 

 

Other Rigs

In addition to our floaters and jackups, we also own or operate several other types of rigs as follows: two drilling barges, a mobile offshore production unit and a coring drillship.

Rigs Held for Sale and Stacked

In connection with our previously announced undertakings to the OFT made in connection with the Merger, GSF Arctic II and GSF Arctic IV are classified as held for sale. In July 2008, we entered into a definitive agreement to sell GSF Arctic II and GSF Arctic IV; however, the acquisition of the rigs was contingent upon the buyers' ability to obtain lender consents. The buyers have reported that they have been unable to obtain the consent of their lenders on terms acceptable to them and have publicly announced their termination of the agreement to purchase the vessels. We continue to market both rigs for sale. At February 3, 2009, GSF Arctic IV is included in the tables above as it continued to operate under contract, and GSF Arctic II is excluded from the table above as it was warm stacked in anticipation of its sale, having completed its contracted operations.

Markets

Our operations are geographically dispersed in oil and gas exploration and development areas throughout the world. Although the cost of moving a rig and the availability of rig-moving vessels may cause the balance between supply and demand to vary between regions, significant variations do not tend to exist long-term because of rig mobility. Consequently, we operate in a single, global offshore drilling market. Because our drilling rigs are mobile assets and are able to be moved according to prevailing market conditions, we cannot predict the percentage of our revenues that will be derived from particular geographic or political areas in future periods.

In recent years, there has been increased emphasis by oil companies on exploring for hydrocarbons in deeper waters. This deepwater focus is due, in part, to technological developments that have made such exploration more feasible and cost-effective. Therefore, water-depth capability is a key component in determining rig suitability for a particular drilling project. Another distinguishing feature in some drilling market sectors is a rig's ability to operate in harsh environments, including extreme marine and climatic conditions and temperatures.

The deepwater and midwater market sectors are serviced by our semisubmersibles and drillships. Although the term "deepwater" as used in the drilling industry to denote a particular sector of the market can vary and continues to evolve with technological improvements, we generally view the deepwater market sector as that which begins in water depths of approximately 4,500 feet and extends to the maximum water depths in which rigs are capable of drilling, which is currently approximately 12,000 feet. We view the midwater market sector as that which covers water depths of about 300 feet to approximately 4,500 feet.

The global jackup market sector begins at the outer limit of the transition zone and extends to water depths of about 400 feet. This sector has been developed to a significantly greater degree than the deepwater market sector because the shallower water depths have made it much more accessible than the deeper water market sectors.

The "transition zone" market sector is characterized by marshes, rivers, lakes, and shallow bay and coastal water areas. We operate in this sector using our two barge drilling rigs located in Southeast Asia.

Contract Backlog

We were successful in building contract backlog in 2008 within all of our asset classes. Our contract backlog at December 31, 2008 was approximately $40 billion, representing a 25 percent and 100 percent increase compared to our contract backlog of $32 billion and $20 billion at December 31, 2007 and 2006, respectively. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Outlook–Drilling Market" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Performance and Other Key Indicators."

 

 

 

- 10 -

 

 


 

 

Operating Revenues and Long-Lived Assets by Country

Operating revenues and long-lived assets by country are as follows (in millions):

 

 

Years ended December 31,

 

 

 

2008

 

 

2007

 

 

2006

 

Operating revenues

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

$

2,578

 

 

$

1,259

 

 

$

806

 

U.K.

 

 

2,012

 

 

 

848

 

 

 

439

 

Nigeria

 

 

1,096

 

 

 

587

 

 

 

447

 

India

 

 

890

 

 

 

761

 

 

 

291

 

Other countries (a)

 

 

6,098

 

 

 

2,922

 

 

 

1,899

 

Total operating revenues

 

$

12,674

 

 

$

6,377

 

 

$

3,882

 

 

 

 

 

As of December 31,

 

 

 

2008

 

 

2007

 

Long-lived assets

 

 

 

 

 

 

 

 

U.S.

 

$

8,155

 

 

$

5,856

 

U.K.

 

 

1,534

 

 

 

2,301

 

Other countries (a)

 

 

11,138

 

 

 

12,773

 

Total long-lived assets

 

$

20,827

 

 

$

20,930

 

_______________________________

(a)

Other countries represents countries in which we operate that individually had operating revenues or long-lived assets representing less than 10 percent of total operating revenues earned or total long-lived assets for any of the periods presented.

Contract Drilling Services

Our contracts to provide offshore drilling services are individually negotiated and vary in their terms and provisions. We obtain most of our contracts through competitive bidding against other contractors. Drilling contracts generally provide for payment on a dayrate basis, with higher rates while the drilling unit is operating and lower rates for periods of mobilization or when drilling operations are interrupted or restricted by equipment breakdowns, adverse environmental conditions or other conditions beyond our control.

A dayrate drilling contract generally extends over a period of time covering either the drilling of a single well or group of wells or covering a stated term. Certain of our contracts with customers may be cancelable at the option of the customer upon payment of an early termination payment. Such payments may not, however, fully compensate us for the loss of the contract. Contracts also customarily provide for either automatic termination or termination at the option of the customer typically without the payment of any termination fee, under various circumstances such as non-performance, in the event of downtime or impaired performance caused by equipment or operational issues, or sustained periods of downtime due to force majeure events. Many of these events are beyond our control. The contract term in some instances may be extended by the client exercising options for the drilling of additional wells or for an additional term. Our contracts also typically include a provision that allows the client to extend the contract to finish drilling a well-in-progress. During periods of depressed market conditions, our clients may seek to renegotiate firm drilling contracts to reduce their obligations or may seek to repudiate their contracts. Suspension of drilling contracts will result in the reduction in or loss of dayrate for the period of the suspension. If our customers cancel some of our contracts and we are unable to secure new contracts on a timely basis and on substantially similar terms, or if contracts are suspended for an extended period of time or if a number of our contracts are renegotiated, it could adversely affect our consolidated statement of financial position, results of operations or cash flows. See "Item 1A. Risk Factors—Our drilling contracts may be terminated due to a number of events."

Drilling Management Services

We provide drilling management services primarily on a turnkey basis through Applied Drilling Technology Inc., our wholly owned subsidiary, which primarily operates in the U.S. Gulf of Mexico, and through ADT International, a division of one of our U.K. subsidiaries, which primarily operates in the North Sea (together, "ADTI"). As part of our turnkey drilling services, we provide planning, engineering and management services beyond the scope of our traditional contract drilling business and thereby assume greater risk. Under turnkey arrangements, we typically assume responsibility for the design and execution of a well and deliver a logged or cased hole to an agreed depth for a guaranteed price for which payment is contingent upon successful completion of the well program.

 

 

 

- 11 -

 

 


 

 

In addition to turnkey drilling services, we participate in project management operations that include providing certain planning, management and engineering services, purchasing equipment and providing personnel and other logistical services to customers. Our project management services differ from turnkey drilling services in that the customer assumes control of the drilling operations and thereby retains the risks associated with the project. These drilling management services revenues represented less than six percent of our consolidated revenues for the year ended December 31, 2008.

In the course of providing drilling management services, ADTI may use a drilling rig in our fleet or contract for a rig owned by a third party.

Integrated Services

From time to time, we provide well and logistics services in addition to our normal drilling services through third party contractors and our employees. We refer to these other services as integrated services, which are generally subject to individual contractual agreements executed to meet specific client needs and may be provided on either a dayrate, cost plus or fixed-price basis, depending on the daily activity. As of February 3, 2009, we were performing such services in India. These integrated services revenues represented less than two percent of our consolidated revenues for the year ended December 31, 2008.

Oil and Gas Properties

We conduct oil and gas exploration, development and production activities through our oil and gas subsidiaries. We acquire interests in oil and gas properties principally in order to facilitate the awarding of turnkey contracts for our drilling management services operations. Our oil and gas activities are conducted through Challenger Minerals Inc. and Challenger Minerals (North Sea) Limited (together, "CMI"), which holds property interests primarily in the U.S. offshore Louisiana and Texas and in the U.K. sector of the North Sea. The oil and gas properties revenues represented less than one percent of our consolidated revenues for the year ended December 31, 2008.

Joint Venture, Agency and Sponsorship Relationships and Other Investments

In some areas of the world, local customs and practice or governmental requirements necessitate the formation of joint ventures with local participation, which we may or may not control. We are an active participant in several joint venture drilling companies, principally in Azerbaijan, Indonesia, Malaysia, Angola, Libya and Nigeria.

We hold a 50 percent interest in Overseas Drilling Limited ("ODL"), an unconsolidated Liberian joint venture company, which owns the drillship Joides Resolution. The drillship is contracted to perform drilling and coring operations in deep waters worldwide for the purpose of scientific research. We manage and operate the vessel on behalf of ODL.

We hold a 50 percent equity interest in Transocean Pacific Drilling Inc. ("TPDI"), a British Virgin Islands joint venture company formed by us and Pacific Drilling Limited ("Pacific Drilling"), a Liberian company, to own two ultra-deepwater drillships to be named Dhirubhai Deepwater KG1 and Dhirubhai Deepwater KG2, which are currently under construction. Under a management services agreement with TPDI, we provide construction management services and have agreed to provide operating management services once the drillships begin operations. Beginning on October 18, 2010, Pacific Drilling will have the right to exchange its interest in the joint venture for our shares or cash at a purchase price based on an appraisal of the fair value of the drillships, subject to various adjustments.

In September 2008, we acquired a 65 percent interest in Angola Deepwater Drilling Company Limited ("ADDCL"), a Cayman Islands joint venture company formed to construct, own and operate an ultra-deepwater drillship to be named Discoverer Luanda. Angco Cayman Limited, a Cayman Islands company, acquired the remaining 35 percent interest in ADDCL. Under a management services agreement with ADDCL, we provide construction management services and have agreed to provide operating management services once the drillship begins operations. Beginning on the fifth anniversary of the first well commencement date, Angco Cayman Limited will have the right to exchange its interest in the joint venture for cash at a purchase price based on an appraisal of the fair value of the drillship, subject to various adjustments.

In Azerbaijan, Caspian Drilling Company Limited ("CDC"), a joint venture in which we hold a 45 percent ownership interest operates the semisubmersibles Istiglal and Dada Gorgud under bareboat charters running until October 2011 from the owner of both rigs, SOCAR, our sole equity partner in CDC.

A joint venture in which we hold a noncontrolling minority interest operates primarily in Libya and, to a limited extent, in Syria. The joint venture, Arab Drilling & Workover Company ("ADWOC"), is a Libyan joint venture company, of which we own a 40 percent interest, with the remaining 60 percent being owned by parties unrelated to us. One of these parties is Arab Petroleum Investments Corporation, a Saudi Arabian company ("APIC"), whose shareholders are the ten member states of the Organization of Arab Petroleum Exporting Countries ("OAPEC"), including Syria (three percent interest). APIC owns a 20 percent interest in ADWOC. The other party is Arab Petroleum Services Company, a Libyan company ("APSCO"), whose shareholders are the member states of OAPEC. APSCO owns a 40 percent interest in ADWOC. The Establishment Agreement and Statutes of the joint venture provide us with the right to appoint two of the five members of the board of directors of ADWOC. While the Libyan Sanctions Regulations of the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") were in effect, our two representatives on the board generally attended but did not otherwise participate in meetings of the board of directors. Since the Libyan Sanctions Regulations were lifted by executive order, our representatives have voted on some matters at meetings of the board of directors of ADWOC.

 

 

 

- 12 -

 

 


 

 

 

Syria is identified by the U.S. State Department as a state sponsor of terrorism. In addition, Syria is subject to a number of economic regulations, including sanctions administered by OFAC, and comprehensive restrictions on the export and re-export of U.S.-origin items to Syria. We believe our noncontrolling minority investment has been maintained in accordance with all applicable OFAC regulations. However, potential investors could view our minority interest in our Libyan joint venture and any potential violations of OFAC regulations negatively, which could adversely affect our reputation and the market for our shares. 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. As a result, certain investors may be subject to reporting requirements with respect to investments in companies such as ours or may be subject to limits or prohibitions with respect to those investments. See "Item 1A. Risk Factors—Our non-U.S. operations involve additional risks not associated with our U.S. operations."

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.

Significant Clients

We engage in offshore drilling for most of the leading international oil companies (or their affiliates), as well as for many government-controlled and independent oil companies. Our most significant client in 2008 was BP, accounting for 11 percent of our 2008 operating revenues. No other client accounted for 10 percent or more of our 2008 operating revenues. The loss of this significant client could, at least in the short term, have a material adverse effect on our results of operations.

Environmental Regulation

For a discussion of the effects of environmental regulation, see "Item 1A. Risk Factors—Compliance with or breach of environmental laws can be costly and could limit our operations." We have made and will continue to make the required expenditures to comply with environmental requirements. We continue to make expenditures to further our commitment to continuous improvement and the setting of a global environmental standard. Continually assessing our aspects and impacts, specifically in the areas of greenhouse gas emissions and climate change, while monitoring legislation, will ensure continued risk reduction in our future operations and sound environmental management. To date, we have not expended material amounts in order to comply, and we do not believe that our compliance with such requirements will have a material adverse effect upon our results of operations or competitive position or materially increase our capital expenditures.

Employees

We require highly skilled personnel to operate our drilling units. As a result, we conduct extensive personnel recruiting, training and safety programs. At December 31, 2008, we had approximately 21,600 employees and we also utilized approximately 4,700 persons through contract labor providers. Some of our employees, most of whom work in Nigeria, the U.K., Egypt and Norway, are represented by collective bargaining agreements. In addition, some of our contracted labor work under collective bargaining agreements. Many of these represented individuals are working under agreements that are subject to ongoing salary negotiation in 2009. These negotiations could result in higher personnel expenses, other increased costs or increased operation restrictions. Additionally, the unions in the U.K. have sought an interpretation of the application of the Working Time Regulations to the offshore sector. The Employment Appeal Tribunal (the "Tribunal") has issued its decision in favor of the unions and held, in part, that offshore workers are entitled to another 14 days of annual leave. We have appealed in the first instance to the Tribunal. Oral arguments on the appeal have been held but no decision has been issued. The application of the Working Time Regulations to the offshore sector could result in higher labor costs and could undermine our ability to obtain a sufficient number of skilled workers in the U.K.

Available Information

Our website address is www.deepwater.com. We make our website content available for information purposes only. It should not be relied upon for investment purposes, nor is it incorporated by reference in this Form 10-K. We make available on this website under "Investor Relations-SEC Filings," free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file those materials with, or furnish those materials to, the SEC. The SEC also maintains a website at www.sec.gov that contains reports, proxy statements and other information regarding SEC registrants, including us.

You may also find information related to our corporate governance, board committees and company code of business conduct and ethics at our website. Among the information you can find there is the following:

• Audit Committee Charter;

• Corporate Governance Committee Charter;

• Executive Compensation Committee Charter;

• Finance/Benefits Committee Charter;

• Mission Statement;

• Code of Business Conduct and Ethics, including our anti-corruption policy; and

• Corporate Governance Guidelines.

 

 

 

- 13 -

 

 


 

We intend to satisfy the requirement under Item 5.05 of Form 8-K to disclose any amendments to our Code of Business Conduct and Ethics and any waiver from a provision of our Code of Business Conduct and Ethics by posting such information in the Corporate Governance section of our website at www.deepwater.com.

 

ITEM 1A.

Risk Factors

The recent worldwide financial and credit crisis and worldwide economic downturn could have a material adverse effect on our revenue, profitability and financial position.

The recent worldwide financial and credit crisis has reduced the availability of liquidity and credit to fund the continuation and expansion of industrial business operations worldwide. The shortage of liquidity and credit combined with recent substantial losses in worldwide equity markets could lead to an extended worldwide economic recession. A slowdown in economic activity caused by a recession could reduce worldwide demand for energy and result in an extended period of lower oil and natural gas prices. Crude oil prices have declined from record levels in July 2008 of approximately $145 per barrel to approximately $40 per barrel as of February 20, 2009 and natural gas prices have also experienced sharp declines. This decline in commodity prices, along with difficult conditions in the credit markets, has had a negative impact on our business, and this impact could continue or worsen. Demand for our services depends on oil and natural gas industry activity and expenditure levels that are directly affected by trends in oil and, to a lesser extent, natural gas prices. Demand for our services is particularly sensitive to the level of exploration, development, and production activity of, and the corresponding capital spending by, oil and natural gas companies, including national oil companies. Any prolonged reduction in oil and natural gas prices could depress the immediate levels of exploration, development, and production activity. Perceptions of longer-term lower oil and natural gas prices by oil and gas companies could similarly reduce or defer major expenditures given the long-term nature of many large-scale development projects. Lower levels of activity result in a corresponding decline in the demand for our services, which could have a material adverse effect on our revenue and profitability. Additionally, these factors may adversely impact our statement of financial position if they are determined to cause a further impairment of our goodwill or intangible assets or of our long-lived assets or our assets held for sale. The financial crisis may also adversely affect the ability of shipyards to meet scheduled deliveries of our newbuild and other shipyard projects.

The global financial and credit crisis may negatively impact our business and financial condition.

The continued credit crisis and related instability in the global financial system has had, and may continue to have, an impact on our business and our financial condition. We may face significant challenges if conditions in the financial markets do not improve. Our ability to access the capital markets may be severely restricted at a time when we would like, or need, to access such markets, which could have an impact on our flexibility to react to changing economic and business conditions. The credit crisis has impacted lenders participating in our credit facilities and our customers, and further negative impacts may cause them to fail to meet their obligations to us.

Our business depends on the level of activity in the offshore oil and gas industry, which is significantly affected by volatile oil and gas prices and other factors.

Our business depends on the level of activity in oil and gas exploration, development and production in offshore areas worldwide. Oil and gas prices and market expectations of potential changes in these prices significantly affect this level of activity. However, higher commodity prices do not necessarily translate into increased drilling activity since customers' expectations of future commodity prices typically drive demand for our rigs. Also, increased competition for customers' drilling budgets could come from, among other areas, land-based energy markets in Africa, Russia, Western Asian countries, the Middle East, the U.S. and elsewhere. The availability of quality drilling prospects, exploration success, relative production costs, the stage of reservoir development and political and regulatory environments also affect customers' drilling campaigns. Worldwide military, political and economic events have contributed to oil and gas price volatility and are likely to do so in the future.

Oil and gas prices are extremely volatile and are affected by numerous factors, including the following:

• worldwide demand for oil and gas including economic activity in the U.S. and other energy-consuming markets;

• the ability of the Organization of the Petroleum Exporting Countries ("OPEC") to set and maintain production levels and pricing;

• the level of production in non-OPEC countries;

• the policies of various governments regarding exploration and development of their oil and gas reserves;

• advances in exploration and development technology; and

• the worldwide military and political environment, including uncertainty or instability resulting from an escalation or additional outbreak of armed hostilities or other crises in the Middle East or other geographic areas or further acts of terrorism in the U.S., or elsewhere.

Our industry is highly competitive and cyclical, with intense price competition.

The offshore contract drilling industry is highly competitive with numerous industry participants, none of which has a dominant market share. Drilling contracts are traditionally awarded on a competitive bid basis. Intense price competition is often the primary factor in determining which qualified contractor is awarded a job, although rig availability and the quality and technical capability of service and equipment may also be considered.

Our industry has historically been cyclical and is impacted by oil and gas price levels and volatility. There have been periods of high demand, short rig supply and high dayrates, followed by periods of low demand, excess rig supply and low dayrates. Changes in commodity prices can have a dramatic effect on rig demand, and periods of excess rig supply intensify the competition in the industry and often result in rigs being idle for long periods of time. Since the onset of the worldwide financial and credit crisis and economic downturn, we have experienced weakness in our Midwater Floater and Jackup markets. We may be required to idle rigs or enter into lower dayrate contracts in response to market conditions.

 

 

 

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During prior periods of high utilization and dayrates, industry participants have increased the supply of rigs by ordering the construction of new units. This has typically resulted in an oversupply of drilling units and has caused a subsequent decline in utilization and dayrates, sometimes for extended periods of time. There are numerous high-specification rigs and jackups under contract for construction and several mid-water semisubmersibles are being upgraded to enhance their operating capability. The entry into service of these new and upgraded units will increase supply and could curtail a strengthening, or trigger a reduction, in dayrates as rigs are absorbed into the active fleet. Any further increase in construction of new drilling units would likely exacerbate the negative impact on utilization and dayrates. Lower utilization and dayrates could adversely affect our revenues and profitability. Prolonged periods of low utilization and dayrates could also result in the recognition of impairment charges on certain classes of our drilling rigs or our goodwill balance if future cash flow estimates, based upon information available to management at the time, indicate that the carrying values of these rigs, goodwill or other intangible assets may not be recoverable.

Our shipyard projects and operations are subject to delays and cost overruns.

We have committed to a total of ten deepwater newbuild rig projects and the Sedco 706 rig upgrade. We also have a variety of other more limited shipyard projects at any given time. These shipyard projects are subject to the risks of delay or cost overruns inherent in any such construction project resulting from numerous factors, including the following:

• shipyard availability;

• shortages of equipment, materials or skilled labor;

• unscheduled delays in the delivery of ordered materials and equipment;

• engineering problems, including those relating to the commissioning of newly designed equipment;

• work stoppages;

• client acceptance delays;

• weather interference or storm damage;

• unanticipated cost increases; and

• difficulty in obtaining necessary permits or approvals.

These factors may contribute to cost variations and delays in the delivery of our upgraded and newbuild units and other rigs undergoing shipyard projects. Delays in the delivery of these units would result in delay in contract commencement, resulting in a loss of revenue to us, and may also cause customers to terminate or shorten the term of the drilling contract for the rig pursuant to applicable late delivery clauses. In the event of termination of one of these contracts, we may not be able to secure a replacement contract on as favorable terms, if at all.

Our operations also rely on a significant supply of capital and consumable spare parts and equipment to maintain and repair our fleet. We also rely on the supply of ancillary services, including supply boats and helicopters. We have experienced increased delivery times from vendors due to increased drilling activity worldwide and the increase in construction and upgrade projects and have also experienced a tightening in the availability of ancillary services. Shortages in materials, delays in the delivery of necessary spare parts, equipment or other materials, or the unavailability of ancillary services could negatively impact our future operations and result in increases in rig downtime, and delays in the repair and maintenance of our fleet.

Our drilling contracts may be terminated due to a number of events.

Certain of our contracts with customers may be cancelable at the option of the customer upon payment of an early termination payment. Such payments may not, however, fully compensate us for the loss of the contract. Contracts also customarily provide for either automatic termination or termination at the option of the customer typically without the payment of any termination fee, under various circumstances such as non-performance, as a result of downtime or impaired performance caused by equipment or operational issues, or sustained periods of downtime due to force majeure events. Many of these events are beyond our control. During periods of depressed market conditions, we may be subject to an increased risk of our clients seeking to repudiate their contracts, including through claims of non-performance. Our customers' ability to perform their obligations under their drilling contracts with us may also be negatively impacted by the credit crisis and the economic downturn. If our customers cancel some of our contracts, and we are unable to secure new contracts on a timely basis and on substantially similar terms, or if contracts are suspended for an extended period of time or if a number of our contracts are renegotiated, it could adversely affect our consolidated statement of financial position, results of operations or cash flows.

The anticipated benefits of moving our principal executive offices to Switzerland may not be realized, and difficulties in connection with moving our principal executive offices could have an adverse effect on us.

We are in the process of relocating our principal executive offices from the Cayman Islands and Houston, Texas to Vernier, Switzerland. Initially we expect that 14 of our officers, including our Chief Executive Officer, will be located at our new principal executive offices, along with related support staff. We may face significant challenges in relocating our executive offices to a different country, including difficulties in retaining and attracting officers, key personnel and other employees and challenges in maintaining principal executive offices in a country different from the country where other employees, including corporate support staff, are located. Employees may be uncertain about their future roles within our organization following the completion of the Redomestication Transaction. Management may also be required to devote substantial time to the Redomestication Transaction and related matters, which could otherwise be devoted to focusing on ongoing business operations and other initiatives and opportunities. In addition, we may not realize the benefits we anticipate from the Redomestication Transaction. Any such difficulties could have an adverse effect on our business, results of operations or financial condition.

 

 

 

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Our non-U.S. operations involve additional risks not associated with our U.S. operations.

We operate in various regions throughout the world, which may expose us to political and other uncertainties, including risks of:

• terrorist acts, war, piracy and civil disturbances;

• expropriation or nationalization of equipment; and

• the inability to repatriate income or capital.

We are protected to some extent against loss of capital assets, but generally not loss of revenue, from most of these risks through indemnity provisions in our drilling contracts. Our assets are generally not insured against risk of loss due to perils such as terrorist acts, civil unrest, expropriation, nationalization and acts of war.

Many governments favor or effectively require the awarding of drilling contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction. These practices may adversely affect our ability to compete.

Our non-U.S. contract drilling operations are subject to various laws and regulations in certain countries in which we operate, including laws and regulations relating to the equipment and operation of drilling units, currency conversions and repatriation, oil and gas exploration and development and taxation of offshore earnings and earnings of expatriate personnel. We are also subject to OFAC and other U.S. laws and regulations governing our international operations. In addition, various state and municipal governments, universities and other investors have proposed or adopted divestment and other initiatives regarding investments (including, with respect to state governments, by state retirement systems) in companies that do business with countries that have been designated as state sponsors of terrorism by the U.S. State Department. We have a minority interest in a Libyan joint venture that operates to a limited extent in Syria, which has been designated as a state sponsor of terrorism by the U.S. State Department. Our internal compliance program has identified a potential OFAC compliance issue involving the shipment of goods by a freight forwarder through Iran, another country that has been designated as a state sponsor of terrorism by the U.S. State Department. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Outlook–Regulatory Matters." 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. Potential investors could view our minority interest in our Libyan joint venture and any potential violations of OFAC regulations negatively, which could adversely affect our reputation and the market for our shares.

Governments in some foreign countries have become increasingly active in regulating and controlling the ownership of concessions and companies holding concessions, the exploration for oil and gas and other aspects of the oil and gas industries in their countries. In addition, government action, including initiatives by OPEC, may continue to cause oil or gas price volatility. In some areas of the world, this governmental activity has adversely affected the amount of exploration and development work done by major oil companies and may continue to do so.

A substantial portion of our drilling contracts are partially payable in local currency. Those amounts may exceed our local currency needs, leading to the accumulation of excess local currency, which, in certain instances, may be subject to either temporary blocking or other difficulties converting to U.S. dollars. Excess amounts of local currency may be exposed to the risk of currency exchange losses.

A change in tax laws, treaties or regulations, or their interpretation, of any country in which we operate could result in a higher tax rate on our worldwide earnings, which could result in a significant negative impact on our earnings and cash flows from operations.

A change in applicable tax laws, treaties or regulations could result in a higher effective tax rate on our worldwide earnings and such change could be significant to our financial results.  One of the income tax treaties that we rely upon is currently in the process of being renegotiated.  This renegotiation will likely result in a change in the terms of the treaty that is adverse to our tax structure, which in turn would increase our effective tax rate, and such increase could be material. We expect to take certain steps to mitigate any such potential negative impact.  We may not be able to fully, or partially, mitigate any negative impact of this treaty renegotiation or any other future changes in treaties that we rely upon.

Tax legislative proposals intending to eliminate some perceived tax advantages of companies that have legal domiciles outside the U.S. but have certain U.S. connections have repeatedly been introduced in the U.S. Congress.  Recent examples include, but are not limited to, legislative proposals that would broaden the circumstances in which a non-U.S. company would be considered a U.S. resident and proposals that could override certain tax treaties and limit treaty benefits on certain payments by U.S. subsidiaries to non-U.S. affiliates. 

Failure to comply with the U.S. Foreign Corrupt Practices Act could result in fines, criminal penalties, drilling contract terminations and an adverse effect on our business.

In June 2007, GlobalSantaFe's management retained outside counsel to conduct an internal investigation of its Nigerian and West African operations, focusing on brokers who handled customs matters for its affiliates operating in those jurisdictions and whether those brokers have fully complied with the U.S. Foreign Corrupt Practices Act ("FCPA") and local laws. GlobalSantaFe commenced its investigation following announcements by other oilfield service companies that they were independently investigating the FCPA implications of certain actions taken by third parties in respect of customs matters in connection with their operations in Nigeria, as well as another company's announced settlement implicating a third party handling customs matters in Nigeria. In each case, the customs broker

 

 

 

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was reported to be Panalpina Inc., which GlobalSantaFe used to obtain temporary import permits for its rigs operating offshore Nigeria. GlobalSantaFe voluntarily disclosed its internal investigation to the U.S. Department of Justice (the "DOJ") and the SEC and, at their request, expanded its investigation to include the activities of its customs brokers in other West African countries and the activities of Panalpina Inc. worldwide. The investigation is focusing on whether the brokers have fully complied with the requirements of their contracts, local laws and the FCPA. In late November 2007, GlobalSantaFe received a subpoena from the SEC for documents related to its investigation. In this connection, the SEC advised GlobalSantaFe that it had issued a formal order of investigation. After the completion of the Merger, outside counsel began formally reporting directly to the audit committee of our board of directors. Our legal representatives are keeping the DOJ and SEC apprised of the scope and details of their investigation and producing relevant information in response to their requests.

On July 25, 2007, our legal representatives met with the DOJ in response to a notice we received requesting such a meeting regarding our engagement of Panalpina Inc. for freight forwarding and other services in the U.S. and abroad. The DOJ informed us that it is conducting an investigation of alleged FCPA violations by oil service companies who used Panalpina Inc. and other brokers in Nigeria and other parts of the world. We developed an investigative plan, which has continued to be amended, to review and produce relevant and responsive information requested by the DOJ and SEC. The investigation was expanded to include one of our agents for Nigeria. This investigation and the legacy GlobalSantaFe investigation are being conducted by outside counsel who reports directly to the audit committee of our board of directors. Our outside counsel has coordinated their efforts with the DOJ and the SEC with respect to the implementation of our investigative plan, including keeping the DOJ and SEC apprised of the scope and details of the investigation and producing relevant information in response to their requests.

We cannot predict the ultimate outcome of these investigations, the total costs to be incurred in completing the investigations, the potential impact on personnel, the effect of implementing any further measures that may be necessary to ensure full compliance with applicable laws or to what extent, if at all, we could be subject to fines, sanctions or other penalties. Our investigation includes a review of amounts paid to and by customs brokers in connection with the obtaining of permits for the temporary importation of vessels and the clearance of goods and materials. These permits and clearances are necessary in order for us to operate our vessels in certain jurisdictions. There is a risk that we may not be able to obtain import permits or renew temporary importation permits in West African countries, including Nigeria, in a manner that complies with the FCPA. As a result, we may not have the means to renew temporary importation permits for rigs located in the relevant jurisdictions as they expire or to send goods and equipment into those jurisdictions, in which event we may be forced to terminate the pending drilling contracts and relocate the rigs or leave the rigs in these countries and risk permanent importation issues, either of which could have an adverse effect on our financial results. In addition, termination of drilling contracts could result in damage claims by customers.

Our labor costs and the operating restrictions under which we operate could increase as a result of collective bargaining negotiations and changes in labor laws and regulations.

Some of our employees, most of whom work in Nigeria, the U.K., Egypt and Norway, are represented by collective bargaining agreements. In addition, some of our contracted labor work under collective bargaining agreements. Many of these represented individuals are working under agreements that are subject to ongoing salary negotiation in 2009. These negotiations could result in higher personnel expenses, other increased costs or increased operating restrictions. Additionally, the unions in the U.K. have sought an interpretation of the application of the Working Time Regulations to the offshore sector. The Employment Appeal Tribunal (the "Tribunal") has issued its decision in favor of the unions and held, in part, that offshore workers are entitled to another 14 days of annual leave. We have appealed in the first instance to the Tribunal. Oral arguments on the appeal have been held but no decision has been issued. The application of the Working Time Regulations to the offshore sector could result in higher labor costs and could undermine our ability to obtain a sufficient number of skilled workers in the U.K.

Our business involves numerous operating hazards.

Our operations are subject to the usual hazards inherent in the drilling of oil and gas wells, such as blowouts, reservoir damage, loss of production, loss of well control, punch-throughs, craterings, fires and natural disasters such as hurricanes and tropical storms. In particular, the Gulf of Mexico area is subject to hurricanes and other extreme weather conditions on a relatively frequent basis, and our drilling rigs in the region 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. We are also subject to personal injury and other claims by rig personnel as a result of our drilling operations. Operations also may be suspended because of machinery breakdowns, abnormal drilling conditions, failure of subcontractors to perform or supply goods or services, or personnel shortages. In addition, offshore drilling operations are subject to perils peculiar to marine operations, including capsizing, grounding, collision and loss or damage from severe weather. Damage to the environment could also result from our operations, particularly through oil spillage or extensive uncontrolled fires. We may also be subject to property, environmental and other damage claims by oil and gas companies. Our insurance policies and contractual rights to indemnity may not adequately cover losses, and we do not have insurance coverage or rights to indemnity for all risks. Consistent with standard industry practice, our clients generally assume, and indemnify us against, well control and subsurface risks under dayrate contracts. These are risks associated with the loss of control of a well, such as blowout or cratering, the cost to regain control of or redrill the well and associated pollution. However, there can be no assurance that these clients will be financially able to indemnify us against all these risks.

We maintain insurance coverage for property damage, occupational injury and illness, and general and marine third-party liabilities. We generally have no coverage for named storms in the U.S. Gulf of Mexico and war perils worldwide. Also, pollution and environmental risks generally are not totally insurable.

 

 

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We maintain large self-insured deductibles for damage to our offshore drilling equipment and third-party liabilities. With respect to hull and machinery we generally maintain a $125 million deductible per occurrence, subject to a $250 million annual aggregate deductible. In the event that the $250 million annual aggregate deductible has been exceeded, the hull and machinery deductible becomes $10 million per occurrence. However, in the event of a total loss or a constructive total loss of a drilling unit, then such loss is fully covered by our insurance with no deductible. For general and marine third-party liabilities we generally maintain a $10 million per occurrence deductible on personal injury liability for crew claims ($5 million for non-crew claims) and a $5 million per occurrence deductible on third-party property damage. We also self-insure the primary $50 million of liability limits in excess of the $5 million and $10 million per occurrence deductibles described in the prior sentence. Generally, our turnkey drilling contracts include provisions that limit ADTI's liability associated with well blowouts to $50 million. We self-insure coverage for expenses to ADTI and CMI related to well control and redrill liability for well blowouts.

If a significant accident or other event occurs and is not fully covered by insurance or an enforceable or recoverable indemnity from a client, it could adversely affect our consolidated statement of financial position, results of operations or cash flows. The amount of our insurance may be less than the related impact on enterprise value after a loss. Our insurance coverage will not in all situations provide sufficient funds to protect us from all liabilities that could result from our drilling operations. Our coverage includes annual aggregate policy limits. As a result, we retain the risk through self-insurance for any losses in excess of these limits. We do not carry insurance for loss of revenue, and certain other claims may also not be reimbursed by insurance carriers. Any such lack of reimbursement may cause us to incur substantial costs. In addition, we could decide to retain substantially more risk through self-insurance in the future. Moreover, no assurance can be made that we will be able to maintain adequate insurance in the future at rates we consider reasonable or be able to obtain insurance against certain risks. As of February 3, 2009, all of the rigs that we owned or operated were covered by existing insurance policies.

A loss of a major tax dispute or a successful tax challenge to our operating structure, intercompany pricing policies or the taxable presence of our key subsidiaries in certain countries could result in a higher tax rate on our worldwide earnings, which could result in a significant negative impact on our earnings and cash flows from operations.

We are a Swiss corporation that operates through our various subsidiaries in a number of countries throughout the world. Consequently, we are subject to tax laws, treaties and regulations in and between the countries in which we operate. Our income taxes are based upon the applicable tax laws and tax rates in effect in the countries in which we operate and earn income as well as upon our operating structures in these countries.

Our income tax returns are subject to review and examination. We do not recognize the benefit of income tax positions we believe are more likely than not to be disallowed upon challenge by a tax authority. If any tax authority successfully challenges our operational structure, intercompany pricing policies or the taxable presence of our key subsidiaries in certain countries; or if the terms of certain income tax treaties are interpreted in a manner that is adverse to our structure; or if we lose a material tax dispute in any country, particularly in the U.S., Norway or Brazil, our effective tax rate on our worldwide earnings could increase substantially and our earnings and cash flows from operations could be materially adversely affected. For example, there is considerable uncertainty as to the activities that constitute being engaged in a trade or business within the U.S. (or maintaining a permanent establishment under an applicable treaty), so we cannot be certain that the Internal Revenue Service ("IRS") will not contend successfully that we or any of our key subsidiaries were or are engaged in a trade or business in the U.S. (or, when applicable, maintained or maintains a permanent establishment in the U.S.). If we or any of our key subsidiaries were considered to have been engaged in a trade or business in the U.S. (when applicable, through a permanent establishment), we could be subject to U.S. corporate income and additional branch profits taxes on the portion of our earnings effectively connected to such U.S. business during the period in which this was considered to have occurred, in which case our effective tax rate on worldwide earnings for that period could increase substantially, and our earnings and cash flows from operations for that period could be adversely affected. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Outlook–Tax Matters."

Failure to retain key personnel could hurt our operations.

We require highly skilled personnel to operate and provide technical services and support for our business worldwide.  Over the last few years, competition for the labor required for drilling operations, including for turnkey drilling and drilling management services businesses and construction projects, intensified as the number of rigs activated, added to worldwide fleets or under construction increased, leading to shortages of qualified personnel in the industry and creating upward pressure on wages and higher turnover.  We may experience a reduction in the experience level of our personnel as a result of any increased turnover, which could lead to higher downtime and more operating incidents, which in turn could decrease revenues and increase costs.  In response to these historical labor market conditions, we increased efforts in our recruitment, training, development and retention programs as required to meet our anticipated personnel needs. Although we expect market conditions to slow employee turnover, if increased competition for labor were to intensify in the future we may experience further increases in costs or limits on operations.

 

 

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We have a substantial amount of debt, and we may lose the ability to obtain future financing and suffer competitive disadvantages.

Our overall debt level was $14 billion and $17 billion at December 31, 2008 and December 31, 2007, respectively. This substantial level of debt and other obligations could have significant adverse consequences on our business and future prospects, including the following:

• we may not be able to obtain financing in the future for working capital, capital expenditures, acquisitions, debt service requirements or other purposes;

• we may not be able to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to service the debt;

• we could become more vulnerable to general adverse economic and industry conditions, including increases in interest rates, particularly given our substantial indebtedness, some of which bears interest at variable rates;

• we may not be able to meet financial ratios included in our bank credit agreements due to market conditions or other events beyond our control, which could result in a default under these agreements and trigger cross default provisions in our other debt instruments;

• less levered competitors could have a competitive advantage because they have lower debt service requirements; and

• we may be less able to take advantage of significant business opportunities and to react to changes in market or industry conditions than our competitors.

Our overall debt level and/or market conditions could lead the credit rating agencies to lower our corporate credit ratings below currently expected levels and possibly below investment grade.

Our high leverage level and/or market conditions could lead the credit rating agencies to downgrade our credit ratings below currently expected levels and possibly to non-investment grade levels. Such ratings levels could limit our ability to refinance our existing debt, cause us to issue debt with unfavorable terms and conditions and increase certain fees we pay under our credit facilities. In addition, such ratings levels could negatively impact current and prospective customers' willingness to transact business with us. Suppliers may lower or eliminate the level of credit provided through payment terms when dealing with us thereby increasing the need for higher levels of cash on hand, which would decrease our ability to repay debt balances. Our credit ratings are currently BBB+ and Baa2 by Standard & Poor's and Moody's, respectively.

We may be limited in our use of net operating losses.

Our ability to benefit from our deferred tax assets depends on us having sufficient future earnings to utilize our net operating loss ("NOL") carryforwards before they expire. We have established a valuation allowance against the future tax benefit for a number of our foreign NOL carryforwards, and we could be required to record an additional valuation allowance against our foreign or U.S. deferred tax assets if market conditions change materially and, as a result, our future earnings are, or are projected to be, significantly less than we currently estimate. Our NOL carryforwards are subject to review and potential disallowance upon audit by the tax authorities of the jurisdictions where the NOLs are incurred.

Our operating and maintenance costs will not necessarily fluctuate in proportion to changes in operating revenues.

Our operating and maintenance costs will not necessarily fluctuate in proportion to changes in operating revenues. Operating revenues may fluctuate as a function of changes in dayrate. However, costs for operating a rig are generally fixed or only semi-variable regardless of the dayrate being earned. In addition, should our rigs incur idle time between contracts, we typically will not reduce the staff on those rigs because we will use the crew to prepare the rig for its next contract. During times of reduced activity, reductions in costs may not be immediate as portions of the crew may be required to prepare rigs for stacking, after which time the crew members are assigned to active rigs or dismissed. In addition, as our rigs are mobilized from one geographic location to another, the labor and other operating and maintenance costs can vary significantly. In general, labor costs increase primarily due to higher salary levels and inflation. Equipment maintenance expenses fluctuate depending upon the type of activity the unit is performing and the age and condition of the equipment. Contract preparation expenses vary based on the scope and length of contract preparation required and the duration of the firm contractual period over which such expenditures are amortized.

We are subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverse effect on us.

We are subject to a variety of litigation and may be sued in additional cases. Certain of our subsidiaries are named as defendants in numerous lawsuits alleging personal injury as a result of exposure to asbestos or toxic fumes or resulting from other occupational diseases, such as silicosis, and various other medical issues that can remain undiscovered for a considerable amount of time. Some of these subsidiaries that have been put on notice of potential liabilities have no assets. Other subsidiaries are subject to litigation relating to environmental damage. We cannot predict the outcome of these cases involving those subsidiaries or the potential costs to resolve them. Insurance may not be applicable or sufficient in all cases, insurers may not remain solvent, and policies may not be located. Suits against non-asset-owning subsidiaries have and may in the future give rise to alter ego or successor-in-interest claims against us and our asset-owning subsidiaries to the extent a subsidiary is unable to pay a claim or insurance is not available or sufficient to cover the claims. To the extent that one or more pending or future litigation matters are not resolved in our favor and are not covered by insurance, a material adverse effect on our financial results and condition could result.

 

 

 

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Public health threats could have a material adverse effect on our operations and our financial results.

Public health threats, such as the bird flu, Severe Acute Respiratory Syndrome, and other highly communicable diseases, outbreaks of which have already occurred in various parts of the world in which we operate, could adversely impact our operations, the operations of our clients and the global economy, including the worldwide demand for oil and natural gas and the level of demand for our services. Any quarantine of personnel or inability to access our offices or rigs could adversely affect our operations. Travel restrictions or operational problems in any part of the world in which we operate, or any reduction in the demand for drilling services caused by public health threats in the future, may materially impact operations and adversely affect our financial results.

Compliance with or breach of environmental laws can be costly and could limit our operations.

Our operations are subject to regulations controlling the discharge of materials into the environment, requiring removal and cleanup of materials that may harm the environment or otherwise relating to the protection of the environment. For example, as an operator of mobile offshore drilling units in navigable U.S. waters and some offshore areas, we may be liable for damages and costs incurred in connection with oil spills related to those operations. 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 could have a material adverse effect on our consolidated statement of financial position, results of operations or cash flows.

We have generally been able to obtain some degree of contractual indemnification pursuant to which our clients agree to protect and indemnify us against liability for pollution, well and environmental damages; however, there is no assurance that we can obtain such indemnities in all of our contracts or that, in the event of extensive pollution and environmental damages, our clients will have the financial capability to fulfill their contractual obligations to us. Also, these indemnities may not be enforceable in all instances.

Our ability to operate our rigs in the U.S. Gulf of Mexico could be restricted by governmental regulation.

Hurricanes Ivan, Katrina and Rita in 2005 and Hurricanes Gustav and Ike in 2008 caused damage to a number of rigs in the U.S. Gulf of Mexico fleet. Rigs that were moved off location by the storms damaged platforms, pipelines, wellheads and other drilling rigs. In 2006, the Minerals Management Service of the U.S. Department of the Interior ("MMS") issued interim guidelines requiring that semisubmersibles operating in the U.S. Gulf of Mexico assess their mooring systems against stricter criteria. In 2007 additional guidelines were issued which impose stricter criteria, requiring rigs to meet 25-year storm conditions. Although all of our semisubmersibles currently operating in the U.S. Gulf of Mexico meet the 2007 requirements, these guidelines may negatively impact our ability to operate other semisubmersibles in the U.S. Gulf of Mexico in the future. Moreover, the MMS may issue additional regulations that could increase the cost of operations or reduce the area of operations for our rigs in the future, thus reducing their marketability. Implementation of additional MMS regulations may subject us to increased costs or limit the operational capabilities of our rigs and could materially and adversely affect our operations in the U.S. Gulf of Mexico.

Acts of terrorism and social unrest could affect the markets for drilling services.

Acts of terrorism and social unrest, brought about by world political events or otherwise, have caused instability in the world's financial and insurance markets in the past and may occur in the future. Such acts could be directed against companies such as ours. In addition, acts of terrorism and social unrest could lead to increased volatility in prices for crude oil and natural gas and could affect the markets for drilling services. Insurance premiums could increase and coverages may be unavailable in the future. U.S. government regulations may effectively preclude us from actively engaging in business activities in certain countries. These regulations could be amended to cover countries where we currently operate or where we may wish to operate in the future.

Our status as a Swiss corporation may limit our flexibility with respect to certain aspects of capital management and may cause us to be unable to make distributions or repurchase shares without subjecting our shareholders to Swiss withholding tax.

Swiss law allows our shareholders to authorize share capital that can be issued by the board of directors without shareholder approval, but this authorization is limited to 50 percent of the existing registered share capital and must be renewed by the shareholders every two years. Additionally, subject to specified exceptions, Swiss law grants preemptive rights to existing shareholders to subscribe for new issuances of shares. Swiss law also does not provide as much flexibility in the various terms that can attach to different classes of shares as the laws of some other jurisdictions. In the event we need to raise common equity capital at a time when the trading price of our shares is below the 15 Swiss franc (equivalent to U.S. $12.64, based on a foreign exchange rate of 1.1864 Swiss francs to $1.00 on February 20, 2009) par value of the shares, we will need to obtain approval of shareholders to decrease the par value of our shares or issue another class of shares with a lower par value. Any reduction in par value would decrease our par value available for future repayment of share capital not subject to Swiss withholding tax. Swiss law also reserves for approval by shareholders many corporate actions over which a board of directors would have authority in some other jurisdictions. For example, dividends must be approved by shareholders. These Swiss law requirements relating to our capital management may limit our flexibility, and situations may arise where greater flexibility would have provided substantial benefits to our shareholders.

If we are not successful in our efforts to make distributions, if any, through a reduction of par value or, after January 1, 2011, pay dividends, if any, out of qualifying additional paid-in capital as shown on Transocean Ltd.'s standalone Swiss statutory financial statements,

 

 

 

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then any dividends paid by us will generally be subject to a Swiss federal withholding tax at a rate of 35 percent. Payment of a capital distribution in the form of a par value reduction is not subject to Swiss withholding tax. However, our shareholders may not approve a reduction in par value, or we may not be able to meet the other legal requirements for a reduction in par value. The Swiss withholding rules could also be changed in the future. In addition, over the long term, the amount of par value available for us to use for par value reductions will be limited. If we are unable to make a distribution through a reduction in par value or, after January 1, 2011, pay a dividend out of qualifying additional paid-in capital as shown on Transocean Ltd.'s standalone Swiss statutory financial statements, we may not be able to make distributions without subjecting our shareholders to Swiss withholding taxes.

Under present Swiss tax law, repurchases of shares for the purposes of capital reduction are treated as a partial liquidation subject to a 35 percent Swiss withholding tax on the difference between the par value and the repurchase price. We may follow a share repurchase process for future share repurchases, if any, similar to a "second trading line" on the SIX Swiss Exchange in which Swiss institutional investors sell shares to us and are generally able to receive a refund of the Swiss withholding tax. However, if we are unable to use this process successfully, we may not be able to repurchase shares for the purposes of capital reduction without subjecting the selling shareholders to Swiss withholding taxes.

We are subject to anti-takeover provisions.

Our articles of association and Swiss law contain provisions that could prevent or delay an acquisition of the company by means of a tender offer, a proxy contest or otherwise. These provisions may also adversely affect prevailing market prices for our shares. These provisions, among other things:

• classify our board into three classes of directors, each of which serve for staggered three-year periods;

• provide that the board of directors is authorized, at any time during a maximum two-year period, to issue a number of shares of up to 50 percent of the share capital registered in the commercial register and to limit or withdraw the preemptive rights of existing shareholders in various circumstances, including (1) following a shareholder or group of shareholders acting in concert having acquired in excess of 15 percent of the share capital registered in the commercial register without having submitted a takeover proposal to shareholders that is recommended by the board of directors or (2) for purposes of the defense of an actual, threatened or potential unsolicited takeover bid, in relation to which the board of directors has, upon consultation with an independent financial adviser retained by the board of directors, not recommended acceptance to the shareholders;

• provide that any shareholder who wishes to propose any business or to nominate a person or persons for election as director at any annual meeting may only do so if advance notice is given to the Secretary of Transocean;

• provide that directors can be removed from office only by the affirmative vote of the holders of at least 66 2/3 percent of the shares outstanding and 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.

Our board of directors is comprised of six persons who were designated by Transocean and six persons who were designated by GlobalSantaFe prior to completing the Merger. Under our organizational regulations, at each annual general meeting held during the two years following the completion of the Merger, each such director whose term expires during such period will be nominated for re-election (or another person selected by the applicable group of directors will be nominated for election) to our board of directors.

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 our principal executive offices in Vernier, Switzerland, our corporate offices in Zug, Switzerland; Houston, Texas; Cayman Islands and Barbados and our regional operational offices in the U.S., France and Singapore. Our remaining offices and bases are located in various countries in North America, South America, the Caribbean, Europe, Africa, Russia, the Middle East, India, the Far East and Australia. We lease most of these facilities.

ITEM 3.

Legal Proceedings

In 2004, several of our subsidiaries were named, along with numerous unaffiliated defendants, in 21 complaints that were filed in the Circuit Courts of the State of Mississippi involving approximately 750 plaintiffs that alleged personal injury arising out of asbestos exposure in the course of their employment by some of these defendants between 1965 and 1986. The complaints also named as defendants certain subsidiaries of TODCO and certain subsidiaries of Sedco, Inc. to whom we may owe indemnity. Further, the

 

 

 

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complaints named other unaffiliated defendant companies, including companies that allegedly manufactured drilling related products containing asbestos. The complaints alleged that the defendants used asbestos-containing products in connection with drilling operations and included allegations of negligence, strict liability, and claims allowed under the Jones Act and general maritime law. The plaintiffs generally sought awards of unspecified compensatory and punitive damages. The Special Master who was appointed to oversee these cases required that each plaintiff file a separate amended complaint for each such individual plaintiff and then he dismissed the original 21 complaints. We believe that we may have a direct or indirect interest in 44 of the resulting complaints. We have not been provided with sufficient information in all claims to determine the period of the claimants' exposure to asbestos, their medical condition or, in some cases, the vessels potentially involved in the claims. We historically have maintained broad liability insurance, but we are not certain whether our insurance will cover all liabilities arising out of the 44 claims. We intend to defend these lawsuits vigorously, but there can be no assurance as to their ultimate outcome.

One of our subsidiaries is involved in an action with respect to a customs matter relating to the Sedco 710 semisubmersible drilling rig. Prior to our merger with Sedco Forex, this drilling rig, which was working for Petrobras in Brazil at the time, had been admitted into the country on a temporary basis under authority granted to a Schlumberger entity. Prior to the Sedco Forex merger, the drilling contract with Petrobras was transferred from the Schlumberger entity to an entity that would become one of our subsidiaries, but Schlumberger did not transfer the temporary import permit to any of our subsidiaries. In early 2000, the drilling contract was extended for another year. On January 10, 2000, the temporary import permit granted to the Schlumberger entity expired, and renewal filings were not made until later that January. In April 2000, the Brazilian customs authorities cancelled the temporary import permit. The Schlumberger entity filed an action in the Brazilian federal court of Campos for the purpose of extending the temporary admission. Other proceedings were also initiated in order to secure the transfer of the temporary admission to our subsidiary. Ultimately, the court permitted the transfer of the temporary admission from Schlumberger to our subsidiary but did not rule on whether the temporary admission could be extended without the payment of a financial penalty. During the first quarter of 2004, the Brazilian customs authorities issued an assessment totaling approximately $114 million against our subsidiary.

The first level Brazilian court ruled in April 2007 that the temporary admission granted to our subsidiary had expired which allowed the Brazilian customs authorities to execute on their assessment. Following this ruling, the Brazilian customs authorities issued a revised assessment against our subsidiary. As of December 31, 2008, the U.S. dollar equivalent of this assessment was approximately $184 million in aggregate. We are not certain as to the basis for the increase in the amount of the assessment, and in September 2007, we received a temporary ruling in our favor from a Brazilian federal court that the valuation method used by the Brazilian customs authorities was incorrect. This temporary ruling was confirmed in January 2008 by a local court, but it is still subject to review at the appellate levels in Brazil. We intend to continue to aggressively contest this matter. We have appealed the first level Brazilian court's ruling to a higher level court in Brazil where we have also filed for a renewed stay, which was initially denied, but later granted through a separate proceeding. The original ruling to deny the stay is being reviewed by the Superior Court of Justice and we expect that either the stay that was ultimately granted or any order from the Superior Court of Justice in our favor will prevent enforcement of the whole amount in dispute. A ruling from the Superior Court of Justice is not subject to further appeal. There may be further judicial or administrative proceedings that result from this matter. While the court has granted us the right to continue our appeal without the posting of a bond, it is possible that we may be required to post a bond for up to the full amount of the assessment in connection with these proceedings. We have also put Schlumberger on notice that we consider any assessment to be solely the responsibility of Schlumberger, not our subsidiary, and we initiated proceedings in the State of New York, which were subsequently transferred to the State of Texas, against Schlumberger seeking a declaratory judgment in this respect. Nevertheless, we expect that the Brazilian customs authorities will continue to seek to recover the assessment solely from our subsidiary, not Schlumberger. Schlumberger has denied any responsibility for this matter, but remains a party to the proceedings. We do not expect the liability, if any, resulting from this matter to have a material adverse effect on our consolidated statement of financial position, results of operations or cash flows.

In the third quarter of 2006, we received tax assessments of approximately $112 million from the state tax authorities of Rio de Janeiro in Brazil against one of our Brazilian subsidiaries for customs taxes on equipment imported into the state in connection with our operations. The assessments resulted from a preliminary finding by these authorities that our subsidiary's record keeping practices were deficient. We currently believe that the substantial majority of these assessments are without merit. We filed an initial response with the Rio de Janeiro tax authorities on September 9, 2006 refuting these additional tax assessments. In September 2007, we received confirmation from the state tax authorities that they believe the additional tax assessments are valid, and as a result, we filed an appeal on September 27, 2007 to the state Taxpayer's Council contesting these assessments. While we cannot predict or provide assurance as to the final outcome of these proceedings, we do not expect it to have a material adverse effect on our consolidated statement of financial position, results of operations or cash flows.

One of our subsidiaries is involved in lawsuits arising out of the subsidiary's involvement in the design, construction and refurbishment of major industrial complexes. The operating assets of the subsidiary were sold and its operations discontinued in 1989, and the subsidiary has no remaining assets other than the insurance policies involved in its litigation, fundings from settlements with the primary insurers and funds received from the cancellation of certain insurance policies. The subsidiary has been named as a defendant, along with numerous other companies, in lawsuits alleging personal injury as a result of exposure to asbestos. As of December 31, 2008, the subsidiary was a defendant in approximately 1,008 lawsuits. Some of these lawsuits include multiple plaintiffs and we estimate that there are approximately 2,973 plaintiffs in these lawsuits. For many of these lawsuits, we have not been provided with sufficient information from the plaintiffs to determine whether all or some of the plaintiffs have claims against the subsidiary, the basis of any such claims, or the nature of their alleged injuries. The first of the asbestos-related lawsuits was filed against this subsidiary in 1990. Through

 

 

 

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December 31, 2008, the amounts expended to resolve claims (including both attorneys' fees and expenses, and settlement costs) have not been material, and all deductibles with respect to the primary insurance have been satisfied. The subsidiary continues to be named as a defendant in additional lawsuits and we cannot predict the number of additional cases in which it may be named a defendant nor can we predict the potential costs to resolve such additional cases or to resolve the pending cases. However, the subsidiary has in excess of $1 billion in insurance limits. Although not all of the policies may be fully available due to the insolvency of certain insurers, we believe that the subsidiary will have sufficient insurance and funds from the settlements of litigation with insurance carriers available to respond to these claims. While we cannot predict or provide assurance as to the final outcome of these matters, we do not believe that the current value of the claims where we have been identified will have a material impact on our consolidated statement of financial position, results of operations or cash flows.

We are involved in various tax matters as described in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Outlook–Tax Matters" and various regulatory matters as described in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Outlook–Regulatory Matters." We are involved in lawsuits relating to damage claims arising out of hurricanes Katrina and Rita, all of which are insured and which are not material to us. We are also involved in a number of other lawsuits, including a dispute for municipal tax payments in Brazil and a dispute involving customs procedures in India, neither of which is material to us, and all of which have arisen in the ordinary course of our business. We do not expect the liability, if any, resulting from these other matters to have a material adverse effect on our consolidated statement of financial position, results of operations or cash flows. We cannot predict with certainty the outcome or effect of any of the litigation matters specifically described above or of any such other pending or threatened litigation. There can be no assurance that our beliefs or expectations as to the outcome or effect of any lawsuit or other litigation matter will prove correct and the eventual outcome of these matters could materially differ from management's current estimates.

Environmental Matters

We have certain potential liabilities under the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") and similar state acts regulating cleanup of various hazardous waste disposal sites, including those described below. CERCLA is intended to expedite the remediation of hazardous substances without regard to fault. Potentially responsible parties ("PRPs") for each site include present and former owners and operators of, transporters to and generators of the substances at the site. Liability is strict and can be joint and several.

We have been named as a PRP in connection with a site located in Santa Fe Springs, California, known as the Waste Disposal, Inc. site. We and other PRPs have agreed with the U.S. Environmental Protection Agency ("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.

We have also been named as a PRP in connection with a site in California known as the Casmalia Resources Site. We and other PRPs have entered into an agreement with the EPA and the DOJ to resolve potential liabilities. Under the settlement, we are not likely to owe any substantial additional amounts for this site beyond what we have already paid. There are additional potential liabilities related to this site, but these cannot be quantified at this time, and we have no reason at this time to believe that they will be material.

We have been named as one of many PRPs in connection with a site located in Carson, California, formerly maintained by Cal Compact Landfill. On February 15, 2002, we were served with a required 90-day notification that eight California cities, on behalf of themselves and other PRPs, intend to commence an action against us under the Resource Conservation and Recovery Act ("RCRA"). On April 1, 2002, a complaint was filed by the cities against us and others alleging that we have liabilities in connection with the site. However, the complaint has not been served. The site was closed in or around 1965, and we do not have sufficient information to enable us to assess our potential liability, if any, for this site.

One of our subsidiaries has recently been ordered by the California Regional Water Quality Control Board to develop a testing plan for a site known as Campus 1000 Fremont in Alhambra, California. This site was formerly owned and operated by certain of our subsidiaries. It is presently owned by an unrelated party, which has received an order to test the property, the cost of which is expected to be in the range of $200,000. 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. We have no knowledge at this time of the potential cost of any remediation, who else will be named as PRPs and whether in fact any of our subsidiaries is a responsible party. The subsidiaries in question do not own any operating assets and have limited ability to respond to any liabilities.

Resolutions of other claims by the EPA, the involved state agency or PRPs are at various stages of investigation. These investigations involve determinations of:

• the actual responsibility attributed to us and the other PRPs at the site;

• appropriate investigatory and/or remedial actions; and

• allocation of the costs of such activities among the PRPs and other site users.

 

Our ultimate financial responsibility in connection with those sites may depend on many factors, including:

• the volume and nature of material, if any, contributed to the site for which we are responsible;

• the numbers of other PRPs and their financial viability; and

• the remediation methods and technology to be used.

 

 

 

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It is difficult to quantify with certainty the potential cost of these environmental matters, particularly in respect of remediation obligations. Nevertheless, based upon the information currently available, we believe that our ultimate liability arising from all environmental matters, including the liability for all other related pending legal proceedings, asserted legal claims and known potential legal claims which are likely to be asserted, is adequately accrued and should not have a material effect on our financial position or ongoing results of operations. Estimated costs of future expenditures for environmental remediation obligations are not discounted to their present value.

Contamination litigation—On July 11, 2005, one of our subsidiaries was served with a lawsuit filed on behalf of three landowners in Louisiana in the 12th Judicial District Court for the Parish of Avoyelles, State of Louisiana. The lawsuit named 19 other defendants, all of which were alleged to have contaminated the plaintiffs' property with naturally occurring radioactive material, produced water, drilling fluids, chlorides, hydrocarbons, heavy metals and other contaminants as a result of oil and gas exploration activities. Experts retained by the plaintiffs issued a report suggesting significant contamination in the area operated by the subsidiary and another codefendant, and claimed that over $300 million would be required to properly remediate the contamination. The experts retained by the defendants conducted their own investigation and concluded that the remediation costs would amount to no more than $2.5 million.

The plaintiffs and the codefendant threatened to add GlobalSantaFe as a defendant in the lawsuit under the "single business enterprise" doctrine contained in Louisiana law. The single business enterprise doctrine is similar to corporate veil piercing doctrines. On August 16, 2006, our subsidiary and its immediate parent company, each of which is an entity that no longer conducts operations or holds assets, filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. Later that day, the plaintiffs dismissed our subsidiary from the lawsuit. Subsequently, the codefendant filed various motions in the lawsuit and in the Delaware bankruptcies attempting to assert alter ego and single business enterprise claims against GlobalSantaFe and two other subsidiaries in the lawsuit. The efforts to assert alter ego and single business enterprise theory claims against GlobalSantaFe were rejected by the Court in Avoyelles Parish and the lawsuit against the other defendant went to trial on February 19, 2007. This lawsuit was resolved at trial with a settlement by the codefendant that included a $20 million payment and certain cleanup activities to be conducted by the codefendant.

The codefendant sought to dismiss the bankruptcies. In addition, the codefendant filed proofs of claim against both our subsidiary and its parent with regard to its claims arising out of the settlement of the lawsuit. On February 15, 2008, the Bankruptcy Court denied the codefendant's request to dismiss the bankruptcy case but modified the automatic stay to allow the codefendant to proceed on its claims against the debtors, our subsidiary and its parent, and their insurance companies. The codefendant subsequently filed suit against the debtors and certain of its insurers in the Court of Avoyelles Parish to determine their liability for the settlement.

The codefendant filed a Notice of Appeal of the rulings of the Bankruptcy Court. GlobalSantaFe and its two subsidiaries also filed Notices of Appeal to the U. S. District Court for the District of Delaware. On January 27, 2009, the codefendant's appeal was granted by the District Court and the bankruptcy case was remanded to the Bankruptcy Court with instructions to have the case dismissed. On February 10, 2009, the Bankruptcy Court entered an order dismissing the bankruptcy case. The debtors, GlobalSantaFe and the two subsidiaries have filed Notices of Appeal of the District Court's ruling with the U. S. Court of Appeals for the Third Circuit. On February 18, 2009, the District Court stayed its ruling which instructed the Bankruptcy Court to dismiss the case.

We believe that these legal theories should not be applied against GlobalSantaFe or these other two subsidiaries, and that in any event the manner in which the parent and its subsidiaries conducted their businesses does not meet the requirements of these theories for imposition of liability. Our subsidiary, its parent and GlobalSantaFe intend to continue to vigorously defend against any action taken in an attempt to impose liability against them under the theories discussed above or otherwise and believe they have good and valid defenses thereto. We are unable to determine the value of these claims as of the date of the Merger. We do not believe that these claims will have a material impact on our consolidated statement of financial position, results of operations or cash flows.

 

 

 

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ITEM 4.

Submission of Matters to a Vote of Security Holders

At a meeting of shareholders of Transocean Inc. held on December 8, 2008, 227,574,603 shares were present in person or by proxy out of 319,188,240 shares outstanding and entitled to vote as of the record date. With respect to the proposal to approve the schemes of arrangement to effect the Redomestication Transaction, submitted to a vote of shareholders, as set forth in our proxy statement relating to the meeting, the following number of votes were cast:

 

For

 

Against

 

Abstain

219,697,933

 

6,316,671

 

1,559,999

 

Of the 2,437 holders of Transocean-Cayman ordinary shares present in person or by proxy at the meeting, 2,098 cast votes for the proposal.

Executive Officers of the Registrant

 

 

 

 

 

Age as of

Officer

 

Office

 

February 27, 2009

Robert L. Long

 

Chief Executive Officer

 

63

Steven L. Newman

 

President and Chief Operating Officer

 

44

Arnaud A.Y. Bobillier

 

Executive Vice President, Assets

 

53

Robert J. Saltiel

 

Executive Vice President, Performance

 

46

Eric B. Brown

 

Senior Vice President, General Counsel and Assistant Corporate Secretary

 

57

Gregory L. Cauthen

 

Senior Vice President and Chief Financial Officer

 

51

Cheryl D. Richard

 

Senior Vice President, Human Resources and I.T.

 

52

John H. Briscoe

 

Vice President and Controller

 

51

 

The officers of the Company are elected annually by the board of directors. There is no family relationship between any of the above-named executive officers.

Robert L. Long is Chief Executive Officer and a member of the board of directors of the Company. Mr. Long has served as Chief Executive Officer of the Company and a member of the board of directors since October 2002. Mr. Long served as President of the Company from December 2001 to October 2006. Mr. Long served as Chief Financial Officer of the Company from August 1996 until December 2001. Mr. Long served as Senior Vice President of the Company from May 1990 until the time of the Sedco Forex merger, at which time he assumed the position of Executive Vice President. Mr. Long also served as Treasurer of the Company from September 1997 until March 2001. Mr. Long has been employed by the Company since 1976 and was elected Vice President in 1987.

Steven L. Newman is President and Chief Operating Officer of the Company. Before being named to his current position in May 2008, Mr. Newman served since November 2007 as Executive Vice President, Performance, leading the Company's three business units and focusing on client service delivery and performance improvement across the company's worldwide fleet. He previously served in senior management roles, including Executive Vice President and Chief Operating Officer (from October 2006 to November 2007), Senior Vice President of Human Resources and Information Process Solutions (from May 2006 to October 2006), Senior Vice President of Human Resources, Information Process Solutions and Treasury (from March 2005 until May 2006), and Vice President of Performance and Technology (from August 2003 until March 2005). He also has served as Regional Manager for the Asia and Australia Region and in international field and operations management positions, including Project Engineer, Rig Manager, Division Manager, Region Marketing Manager and Region Operations Manager. Mr. Newman joined the Company in 1994 in the Corporate Planning Department.

Arnaud A.Y. Bobillier is Executive Vice President, Assets of the Company. Before being named to his current position in March 2008, Mr. Bobillier served as Senior Vice President of the Company's Europe and Africa Unit, which covers offshore drilling operations in 15 countries, from January 2008 to March 2008. Previously, Mr. Bobillier served as Vice President of the Company's Europe and Africa unit from May 2005 to January 2008. He also served as Regional Manager for the Europe and Africa Region from January 2004 to May 2005. From September 2001 to January 2004, Mr. Bobillier served as Regional Manager for the Company's West Africa Region. He began his career with a predecessor company in 1980 and has served in various management positions in several countries, including the U.S., France, Saudi Arabia, Indonesia, Congo, Brazil, South Africa and China.

Robert J. Saltiel is Executive Vice President, Performance of the Company. Prior to being named to his current position in May 2008, Mr. Saltiel served as Senior Vice President of the Company's North and South America Unit, which covers the U.S. Gulf of Mexico, Canada, Trinidad and Brazil, from October 2006 to May 2008. Previously, Mr. Saltiel served as the Company's Senior Vice President of Marketing and Planning from February 2006 to October 2006 and Vice President of Marketing and Corporate Planning from December 2004 to February 2006. Mr. Saltiel joined Transocean in 2003 and served as Vice President of Marketing from July 2003 to December 2004.

 

 

 

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Eric B. Brown is Senior Vice President, General Counsel and Assistant Corporate Secretary of the Company. Mr. Brown has served as General Counsel of the Company since February 1995 and served as Corporate Secretary of the Company from September 1995 until October 2007. He held the position of Vice President from February 1995 to February 2001, when he assumed the position of Senior Vice President. Prior to assuming his duties with the Company, Mr. Brown served as General Counsel of Coastal Gas Marketing Company.

Gregory L. Cauthen is Senior Vice President and Chief Financial Officer of the Company. Mr. Cauthen has served as Chief Financial Officer since December 2001. He held the position of Vice President from March 2001 to July 2002, when he assumed the position of Senior Vice President. He was also Treasurer of the Company from March 2001 until July 2003. Mr. Cauthen served as Vice President, Finance from March 2001 to December 2001. Prior to joining the Company in March 2001, he served as President and Chief Executive Officer of WebCaskets.com, Inc., a provider of death care services, from June 2000 until February 2001. Prior to June 2000, he was employed at Service Corporation International, a provider of death care services, where he served as Senior Vice President, Financial Services from July 1998 to August 1999, Vice President, Treasurer from July 1995 to July 1998, was assigned to various special projects from August 1999 to May 2000 and had been employed in various other positions since February 1991.

Cheryl D. Richard is Senior Vice President, Human Resources and I.T. of the Company. Ms. Richard served as Senior Vice President, Human Resources of GlobalSantaFe from June 2003 until the Merger in November 2007, when she assumed her current position. Ms. Richard was Vice President, Human Resources, with Chevron Phillips Chemical Company from 2000 to June 2003, prior to which she served in a variety of positions with Phillips Petroleum Company (now ConocoPhillips), including operational, commercial and international positions.

John H. Briscoe is Vice President and Controller of the Company. Before being named to his current position in October 2007, Mr. Briscoe served as Vice President, Audit and Advisory Services from June 2007 to October 2007 and Director of Investor Relations and Communications from January 2007 to June 2007. From June 2005 to January 2007, Mr. Briscoe served as Finance Director for the Company's North and South America Unit. Prior to joining the Company in June 2005, Mr. Briscoe served as Vice President of Accounting for Ferrellgas Inc. from July 2003 to June 2005, Vice President of Administration from June 2002 to July 2003 and Division Controller from June 1997 to June 2002. Prior to working for Ferrellgas, Mr. Briscoe served as Controller for Latin America for Dresser Industries Inc., which has subsequently been acquired by Halliburton, Inc. Mr. Briscoe started his career with seven years in public accounting beginning with the firm of KPMG and ending with Ernst & Young as an Audit Manager.

 

 

 

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PART II

ITEM 5.

Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities

Our shares are listed on the NYSE under the symbol "RIG." The following table sets forth the high and low sales prices of our shares for the periods indicated as reported on the NYSE Composite Tape, including trading of the shares of Transocean-Cayman through December 18, 2008 and trading of the shares of Transocean Ltd. after such date.

 

 

Price

 

 

 

High

 

 

Low

 

2007

 

 

 

 

 

 

 

 

First quarter (a)

 

$

83.20

 

 

$

72.47

 

Second quarter (a)

 

 

109.20

 

 

 

80.50

 

Third quarter (a)

 

 

120.88

 

 

 

92.61

 

Fourth quarter

 

 

149.62

 

 

 

107.37

 

 

 

 

 

 

 

 

 

 

2008

 

 

 

 

 

 

 

 

First quarter

 

$

147.25

 

 

$

111.34

 

Second quarter

 

 

163.00

 

 

 

132.46

 

Third quarter

 

 

154.50

 

 

 

105.16

 

Fourth quarter

 

 

109.16

 

 

 

41.95

 

 

 

 

 

 

 

 

 

 

________________________________

(a)

The stock prices presented reflect the historical market prices and have not been restated to reflect the effects of the GSF Transactions.

 

On February 20, 2009, the last reported sales price of our shares on the NYSE Composite Tape was $59.52 per share. On such date, there were 6,398 holders of record of our shares and 319,660,304 shares outstanding.

On November 27, 2007, each of Transocean-Cayman's ordinary shares outstanding at the time of the Reclassification was reclassified by way of a scheme of arrangement under Cayman Islands law into 0.6996 Transocean-Cayman ordinary shares and $33.03 in cash. The closing price of Transocean-Cayman's ordinary shares on November 26, 2007, the last trading day before the completion of the GSF Transactions, was $129.39. The opening price of Transocean-Cayman's ordinary shares on November 27, 2007, after the completion of the GSF Transactions, was $133.38.

Although our shareholders received cash in the Reclassification, we did not declare or pay a cash dividend in either of the two most recent fiscal years. Any future declaration and payment of any cash dividends will (1) depend on our results of operations, financial condition, cash requirements and other relevant factors, (2) be subject to shareholder approval, (3) be subject to restrictions contained in our credit facilities and other debt covenants and (4) be subject to restrictions imposed by Swiss law, including the requirement that sufficient distributable profits from the previous year or freely distributable reserves must exist.

In December 2008, Transocean Ltd. completed the Redomestication Transaction. In the Redomestication Transaction, Transocean Ltd. issued one of its shares in exchange for each ordinary share of Transocean Inc. In addition, Transocean Ltd. issued 16 million of its shares to Transocean Inc. for future use to satisfy Transocean Ltd.'s obligations to deliver shares in connection with awards granted under our incentive plans, warrants or other rights to acquire shares of Transocean Ltd. The Redomestication Transaction effectively changed the place of incorporation of our parent holding company from the Cayman Islands to Switzerland. As a result of the Redomestication Transaction, Transocean Inc. became a direct, wholly-owned subsidiary of Transocean Ltd. In connection with the Redomestication Transaction, we relocated our principal executive offices to Vernier, Switzerland.

Swiss Tax Consequences to Shareholders of Transocean

The tax consequences discussed below are not a complete analysis or listing of all the possible tax consequences that may be relevant to shareholders of Transocean. Shareholders should consult their own tax advisors in respect of the tax consequences related to receipt, ownership, purchase or sale or other disposition of our shares and the procedures for claiming a refund of withholding tax.

Swiss Income Tax on Dividends and Similar Distributions

A non-Swiss holder will not be subject to Swiss income taxes on dividend income and similar distributions in respect of our shares, unless the shares are attributable to a permanent establishment or a fixed place of business maintained in Switzerland by such non-Swiss holder. However, dividends and similar distributions are subject to Swiss withholding tax. See "—Swiss Withholding Tax–Distributions to Shareholders."

 

 

 

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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—Distributions to Shareholders

A Swiss withholding tax of 35 percent is due on dividends and similar distributions to our shareholders from us, regardless of the place of residency of the shareholder (subject to the exceptions discussed under "—Exemption from Swiss Withholding Tax–Distributions to Shareholders" below). We will be required to withhold at such rate and remit on a net basis any payments made to a holder of our shares and pay such withheld amounts to the Swiss federal tax authorities. Please see "—Refund of Swiss Withholding Tax on Dividends and Other Distributions."

Exemption from Swiss Withholding Tax—Distributions to Shareholders

Under present Swiss tax law, distributions to shareholders in relation to a reduction of par value are exempt from Swiss withholding tax. Beginning on January 1, 2011, distributions to shareholders out of qualifying additional paid-in capital for Swiss statutory purposes are as a matter of principle exempt from the Swiss withholding tax. The particulars of this general principle are, however, subject to regulations still to be promulgated by the competent Swiss authorities; it will further require that the current draft corporate law bill, which proposes an overhaul of certain aspects of Swiss corporate law, be modified in the upcoming legislative process to reflect the recent change in the tax law. On December 18, 2008, the aggregate amount of par value and qualifying additional paid-in capital of our outstanding shares was $4.7 billion and $10.6 billion, respectively. Consequently, we expect that a substantial amount of any potential future distributions may be exempt from Swiss withholding tax.

Repurchases of Shares

Under present Swiss tax law, repurchases of shares for the purposes of capital reduction are treated as a partial liquidation subject to the 35 percent Swiss withholding tax. However, for shares repurchased for capital reduction, the portion of the repurchase price attributable to the par value of the shares repurchased will not be subject to the Swiss withholding tax. Beginning on January 1, 2011, subject to the adoption of implementing regulations and amendments to Swiss corporate law, the portion of the repurchase price attributable to the qualifying additional paid-in capital for Swiss statutory reporting purposes of the shares repurchased will also not be subject to the Swiss withholding tax. We would be required to withhold at such rate the tax from the difference between the repurchase price and the related amount of par value and, beginning on January 1, 2011, subject to the adoption of implementing regulations and amendments to Swiss corporate law, the related amount of qualifying additional paid-in capital. We would be required to remit on a net basis the purchase price with the Swiss withholding tax deducted to a holder of our shares and pay the withholding tax to the Swiss federal tax authorities.

With respect to the refund of Swiss withholding tax from the repurchase of shares, see "—Refund of Swiss Withholding Tax on Dividends and Other Distributions" below.

In most instances, Swiss companies listed on the SIX Swiss Exchange, or SIX, carry out share repurchase programs through a "second trading line" on the SIX. Swiss institutional investors typically purchase shares from shareholders on the open market and then sell the shares on the second trading line back to the company. The Swiss institutional investors are generally able to receive a full refund of the withholding tax. Due to, among other things, the time delay between the sale to the company and the institutional investors' receipt of the refund, the price companies pay to repurchase their shares has historically been slightly higher (but less than one percent) than the price of such companies' shares in ordinary trading on the SIX first trading line.

We do not expect to be able to use the SIX second trading line process to repurchase our shares because we do not intend to list our shares on the SIX. We do, however, intend to follow an alternative process whereby we expect to be able to repurchase our shares in a manner that should allow Swiss institutional market participants selling the shares to us to receive a refund of the Swiss withholding tax and, therefore, accomplish the same purpose as share repurchases on the second trading line at substantially the same cost to us and such market participants as share repurchases on a second trading line.

The repurchase of shares for purposes other than capital reduction, 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.

Our board of directors has recommended to shareholders for approval at the 2009 annual meeting a release of qualifying additional paid-in-capital (for Swiss statutory purposes) to other reserves (for Swiss statutory purposes) that is necessary for the possible repurchase of shares for cancellation.

 

 

 

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Refund of Swiss Withholding Tax on Dividends and Other Distributions

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.

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.

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:

 

beneficial ownership,

 

U.S. residency, and

 

meeting the U.S.-Swiss tax treaty's limitation on benefits requirements.

The claim for refund must be filed with the Swiss federal tax authorities (Eigerstrasse 65, 3003 Berne, Switzerland), not later than December 31 of the third year following the year in which the dividend payments became due. The relevant Swiss tax form is Form 82C for companies, 82E for other entities and 82I for individuals. These forms can be obtained from any Swiss Consulate General in the U.S. or from the Swiss federal tax authorities at the address mentioned above. 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.

 

Issuer Purchases of Equity Securities

 

 

 

 

 

 

 

 

 

Period

 

Total Number

of Shares

Purchased (1)

 

Average Price

Paid Per Share

 

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)

 

Maximum Number
(or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs (2)

(in millions)

October 2008

 

596

$

96.69

 

$

600

November 2008

 

700

 

76.67

 

 

600

December 2008

 

404

 

57.61

 

 

600

Total

 

1,700

$

79.16

 

$

600

________________________________

(1)

Total number of shares purchased in the fourth quarter of 2008 consists of shares withheld by us in satisfaction of withholding taxes due upon the vesting of restricted shares granted to our employees under our Long-Term Incentive Plan.

(2)

In May 2006, Transocean-Cayman's board of directors authorized an increase in the amount of ordinary shares which could be repurchased pursuant to our share repurchase program to $4.0 billion from $2.0 billion, which was previously authorized and announced in October 2005. The shares could be repurchased from time to time in open market or private transactions. The repurchase program did not have an established expiration date and could be suspended or discontinued at any time. Under the program, repurchased shares were retired and returned to unissued status. From the inception of this program through December 18, 2008, Transocean-Cayman repurchased a total of 46.9 million of its shares at a total cost of $3.4 billion. As a result of the Redomestication Transaction, the Transocean-Cayman share repurchase program has been terminated. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources–Sources and Uses of Liquidity–Share Repurchase Program Recommendation" for a discussion of the share repurchase program that our board of directors recommends shareholders approve.

 

 

 

 

- 29 -

 

 


 

 

 

ITEM 6.

Selected Financial Data

The selected financial data as of December 31, 2008 and 2007 and for each of the three years in the period ended December 31, 2008 has 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, 2006, 2005 and 2004, and for the years ended December 31, 2005 and 2004 has been derived from audited consolidated financial statements not included herein. 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."

In January 2001, we completed our merger transaction with R&B Falcon Corporation ("R&B Falcon"). At the time of the R&B Falcon merger, R&B Falcon operated a diverse global drilling rig fleet, consisting of drillships, semisubmersibles, jackups and other units in addition to the Gulf of Mexico Shallow and Inland Water segment fleet. R&B Falcon and the Gulf of Mexico Shallow and Inland Water segment later became known as TODCO (together with its subsidiaries and predecessors, unless the context requires otherwise, "TODCO"). In preparation for the initial public offering of TODCO, we transferred all assets and subsidiaries out of TODCO that were unrelated to the Gulf of Mexico Shallow and Inland Water business.

In February 2004, we completed an initial public offering (the "TODCO IPO") of approximately 23 percent of the outstanding shares of TODCO's common stock. In September 2004, December 2004 and May 2005, respectively, we completed additional public offerings of TODCO common stock. In June 2005, we completed the sale of our remaining TODCO common stock pursuant to Rule 144 under the Securities Act of 1933, as amended.

We consolidated TODCO in our financial statements as a business segment through December 16, 2004 and that portion of TODCO that we did not own was reported as minority interest in our consolidated statements of operations and balance sheet. Our ownership and voting interest in TODCO declined to approximately 22 percent on that date, and we no longer consolidated TODCO in our financial statements but accounted for our remaining investment using the equity method of accounting.

In May 2005 and June 2005, respectively, we completed a public offering and a sale of TODCO common stock pursuant to Rule 144 under the Securities Act of 1933, as amended (respectively referred to as the "May Offering" and the "June Sale"). After the May Offering, we accounted for our remaining investment using the cost method of accounting. As a result of the June Sale, we no longer own any shares of TODCO's common stock.

In November 2007, Transocean-Cayman reclassified each of its outstanding ordinary shares by way of a scheme of arrangement under Cayman Islands law immediately followed by its merger with GlobalSantaFe. We accounted for the reclassification as a reverse stock split and a dividend, which requires restatement of historical weighted-average shares outstanding and historical earnings per share for prior periods. Per share amounts for all periods have been adjusted for the reclassification. We applied the purchase accounting method for the GlobalSantaFe merger and identified Transocean-Cayman as the acquirer in the business combination. The balance sheet data as of December 31, 2007 represents the consolidated statement of financial position of the combined company. The statement of operations and other financial data for the year ended December 31, 2007 include approximately one month of operating results and cash flows for the combined company. Transocean-Cayman financed payments made in connection with the reclassification and merger with borrowings under a $15 billion bridge loan facility.

 

 

 

- 30 -

 

 


 

 

 

 

Years ended December 31,

 

 

 

2008

 

2007

 

2006

 

2005

 

2004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In millions, except per share data)

 

Statement of operations data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating revenues

 

$

12,674

 

$

6,377

 

$

3,882

 

$

2,892

 

$

2,614

 

Operating income

 

 

5,357

 

 

3,239

 

 

1,641

 

 

720

 

 

328

 

Net income

 

 

4,202

 

 

3,131

 

 

1,385

 

 

716

 

 

152

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

13.20

 

$

14.65

 

$

6.32

 

$

3.13

 

$

0.68

 

Diluted

 

$

13.09

 

$

14.14

 

$

6.10

 

$

3.03

 

$

0.67

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance sheet data (at end of period)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

$

35,171

 

$

34,364

 

$

11,476

 

$

10,457

 

$

10,758

 

Debt due within one year

 

 

664

 

 

6,172

 

 

95

 

 

400

 

 

19

 

Long-term debt

 

 

13,522

 

 

11,085

 

 

3,203

 

 

1,197

 

 

2,462

 

Total shareholders' equity

 

 

16,524

 

 

12,566

 

 

6,836

 

 

7,982

 

 

7,393

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other financial data

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash provided by operating activities

 

$

4,959

 

$

3,073

 

$

1,237

 

$

864

 

$

600

 

Cash provided by (used in) investing activities

 

 

(2,196

)

 

(5,677

)

 

(415

)

 

169

 

 

551

 

Cash provided by (used in) financing activities

 

 

(3,041

)

 

3,378

 

 

(800

)

 

(1,039

)

 

(1,174

)

Capital expenditures

 

 

2,208

 

 

1,380

 

 

876

 

 

182

 

 

127

 

Operating margin

 

 

42

%

 

51

%

 

42

%

 

25

%

 

13

%

 

 

 

 

- 31 -

 

 


 

 

 

ITEM 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

The following information should be read in conjunction with the information contained in "Item 1. Business," "Item 1A. Risk Factors" and the audited consolidated financial statements and the notes thereto included under "Item 8. Financial Statements and Supplementary Data" elsewhere in this annual report.

Overview

Transocean Ltd. (together with its subsidiaries and predecessors, unless the context requires otherwise, "Transocean," the "Company," "we," "us" or "our") is a leading international provider of offshore contract drilling services for oil and gas wells. As of February 3, 2009, we owned, had partial ownership interests in or operated 136 mobile offshore drilling units. As of this date, our fleet consisted of 39 High-Specification Floaters (Ultra-Deepwater, Deepwater and Harsh Environment semisubmersibles and drillships), 28 Midwater Floaters, 10 High-Specification Jackups, 55 Standard Jackups and four Other Rigs. In addition, we had 10 Ultra-Deepwater Floaters under construction or contracted for construction.

We believe our mobile offshore drilling fleet is one of the most modern and versatile fleets in the world. Our primary business is to contract these drilling rigs, related equipment and work crews primarily on a dayrate basis to drill oil and gas wells. We specialize in technically demanding segments of the offshore drilling business with a particular focus on deepwater and harsh environment drilling services. We also provide oil and gas drilling management services on either a dayrate basis or a completed-project, fixed-price (or "turnkey") basis, as well as drilling engineering and drilling project management services, and we participate in oil and gas exploration and production activities.

In November 2007, we completed our merger transaction (the "Merger") with GlobalSantaFe Corporation ("GlobalSantaFe"). The Merger was accounted for as a purchase, with the Company as the acquirer for accounting purposes. At the time of the Merger, GlobalSantaFe owned, had partial ownership interests in, operated, had under construction or contracted for construction, 61 mobile offshore drilling units and other units utilized in the support of offshore drilling activities. The balance sheet data as of December 31, 2007 represents the consolidated statement of financial position of the combined company. The statement of operations and other financial data for the year ended December 31, 2007 include approximately one month of operating results and cash flows for the combined company.

In December 2008, Transocean Ltd. completed a transaction pursuant to an Agreement and Plan of Merger among Transocean Ltd., Transocean Inc., which was our former parent holding company, and Transocean Cayman Ltd., a company organized under the laws of the Cayman Islands that was a wholly-owned subsidiary of Transocean Ltd., pursuant to which Transocean Inc. merged by way of schemes of arrangement under Cayman Islands law with Transocean Cayman Ltd., with Transocean Inc. as the surviving company (the "Redomestication Transaction"). In the Redomestication Transaction, Transocean Ltd. issued one of its shares in exchange for each ordinary share of Transocean Inc. In addition, Transocean Ltd. issued 16 million of its shares to Transocean Inc. for future use to satisfy Transocean Ltd.'s obligations to deliver shares in connection with awards granted under our incentive plans, warrants or other rights to acquire shares of Transocean Ltd. The Redomestication Transaction effectively changed the place of incorporation of our parent holding company from the Cayman Islands to Switzerland. As a result of the Redomestication Transaction, Transocean Inc. became a direct, wholly-owned subsidiary of Transocean Ltd. In connection with the Redomestication Transaction, we relocated our principal executive offices to Vernier, Switzerland. We refer to the Redomestication Transaction and the relocation of our principal executive offices together as the "Redomestication."

 

 

 

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Key measures of our total company results of operations and financial condition are as follows:

 

 

Years ended December 31,

 

 

 

 

 

 

 

2008

 

 

2007

 

 

Change

 

 

 

(In millions, except average daily revenue and percentages)

 

Average daily revenue (a)(b)

 

$

240,300

 

 

$

211,900

 

 

$

28,400

 

Utilization (b)(c)

 

 

90

%

 

 

90

%

 

 

n/a

 

Statement of operations data

 

 

 

 

 

 

 

 

 

 

 

 

Operating revenues

 

$

12,674

 

 

$

6,377

 

 

$

6,297

 

Operating and maintenance expenses

 

 

5,355

 

 

 

2,781

 

 

 

2,574

 

Operating income

 

 

5,357

 

 

 

3,239

 

 

 

2,118

 

Net income

 

 

4,202

 

 

 

3,131

 

 

 

1,071

 

Balance sheet data (at end of period)

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

963

 

 

 

1,241

 

 

 

(278

)

Total assets

 

 

35,171

 

 

 

34,364

 

 

 

807

 

Total debt

 

 

14,186

 

 

 

17,257

 

 

 

(3,071

)

________________________________

"n/a" means not applicable.

(a)

Average daily revenue is defined as contract drilling revenue earned per revenue earning day. A revenue earning day is defined as a day for which a rig earns dayrate after commencement of operations.

(b)

Excludes a drillship engaged in scientific geological coring activities, the Joides Resolution, that is owned by a joint venture in which we have a 50 percent interest and is accounted for under the equity method of accounting.

(c)

Utilization is the total actual number of revenue earning days as a percentage of the total number of calendar days in the period.

 

We are currently experiencing high utilization and historically high dayrates across our fleet. Customers continue to express interest in multi-year contracts for our high-specification units. Recently, we have experienced weakness in our Midwater Floater fleet and in our Jackup fleet, as near-term customer demand has declined. We currently have two Midwater Floaters, including one that is held for sale, and four Jackups that are idle, and we expect to idle more rigs as they come off contracts. We expect the decline in commodity prices and the downturn in the global economy to continue to have a negative effect on dayrates and the level of contract activity in these markets, and that effect could be substantial. See "Item 1A. Risk Factors" for a discussion of some of the risks associated with a continued decline in commodity prices and an extended worldwide economic downturn.

Over the last few years, a shortage of qualified personnel in our industry drove up compensation costs and suppliers increased prices as their backlogs grow. We expect increasing unemployment, a stronger U.S. dollar and a continued decline in commodity prices to slow the rate of escalation in these costs or cause these costs to decrease over time.

Our revenues for the year ended December 31, 2008 increased from the prior year period primarily as a result of the addition of GlobalSantaFe's operations for a full year and higher dayrates. Our operating and maintenance expenses for the year increased primarily as a result of higher labor and rig maintenance costs in connection with such increased activity as well as inflationary cost increases and the addition of GlobalSantaFe's operations (see "—Outlook"). Total debt decreased as a result of repayments of borrowings under the Bridge Loan Facility during 2008. See "—Liquidity and Capital Resources–Sources and Uses of Liquidity."

We have established two reportable segments: (1) contract drilling services and (2) other operations. The contract drilling segment consists of floaters, jackups and other rigs used in support of offshore drilling activities and offshore support services on a worldwide basis. Our fleet operates in a single, global market for the provision of contract drilling services. The location of our rigs and the allocation of resources to build or upgrade rigs are determined by the activities and needs of our customers. The other operations segment includes drilling management services and oil and gas properties. We provide drilling management services through Applied Drilling Technology Inc., our wholly owned subsidiary, and through ADT International, a division of one of our U.K. subsidiaries (together, "ADTI"). Drilling management services are provided primarily on a turnkey basis at a fixed bid amount. Oil and gas properties consist of exploration, development and production activities carried out through our oil and gas subsidiaries, Challenger Minerals Inc. and Challenger Minerals (North Sea) Limited (together, "CMI").

Significant Events

Redomestication—In December 2008, we completed the Redomestication Transaction. See "—Overview."

In December 2008, in connection with the Redomestication Transaction, we assumed Transocean-Cayman's obligations under the warrants that were previously exercisable for ordinary shares of Transocean-Cayman.

 

 

 

- 33 -

 

 


 

Also in December 2008, we guaranteed the obligations of Transocean-Cayman under the indenture relating to Transocean-Cayman's 1.625% Series A Convertible Senior Notes due 2037, 1.50% Series B Convertible Senior Notes due 2037 and 1.50% Series C Convertible Senior Notes due 2037 (together, the "Convertible Senior Notes") and 5.25% Senior Notes due 2013, 6.00% Senior Notes due 2018 and 6.80% Senior Notes due 2038. In addition, we assumed the obligation to deliver our shares, if any, upon conversion of the Convertible Senior Notes, in lieu of Transocean-Cayman ordinary shares. We also guaranteed the obligations of Transocean-Cayman under the indenture relating to Transocean-Cayman's 6.625% Notes due 2011, 5% Notes due 2013, 7.375% Senior Notes due 2018, 8% Debentures due 2027, 7.45% Notes due 2027, 7% Senior Notes due 2028 and 7.5% Notes due 2031.

Furthermore, in December 2008, we guaranteed the payment of the principal and the accrued and unpaid interest on commercial paper notes issued or to be issued under Transocean-Cayman's commercial paper program.

Impairment loss—During the year ended December 31, 2008, we recorded impairment losses of $320 million, of which $223 million was related to the goodwill and other intangible assets associated with our drilling management services reporting unit. Additionally, we recognized an impairment loss of $97 million associated with GSF Arctic II and GSF Arctic IV after having determined that the rigs were subject to impairment indicators resulting from the credit crisis and the rapid decline in commodity prices. We estimate the fair market value of the assets held for sale, goodwill and other intangibles based on our estimates and projections considering current market conditions and other factors.

Asset dispositions—During 2008, we completed the sale of three of our Standard Jackups (GSF Adriatic III, GSF High Island I and GSF High Island VIII). See "—Liquidity and Capital Resources–Fleet Expansion and Dispositions."

Bank credit agreements—In March 2008, Transocean-Cayman entered into a term credit facility under the Term Credit Agreement dated March 13, 2008 (the "Term Loan") and borrowed $1.925 billion under the facility. In April 2008, Transocean-Cayman borrowed an additional $75 million under the Term Loan. In June 2008, Transocean-Cayman repaid the then outstanding balance under the Bridge Loan Facility and terminated the facility. See "—Liquidity and Capital Resources–Sources and Uses of Liquidity."

In November 2008, Transocean-Cayman entered into a new credit agreement for a 364-day, $1.08 billion revolving credit facility (the "364-Day Revolving Credit Facility") to replace its expiring $1.5 billion revolving credit agreement entered into in December 2007 ("Former 364-Day Revolving Credit Facility") and terminated the expiring agreement. Transocean-Cayman also amended its existing $2.0 billion revolving credit facility (the "Five-Year Revolving Credit Facility") and the Term Loan (together with the 364-Day Revolving Credit Facility and the Five-Year Revolving Credit Facility, the "Credit Facilities") in connection with the Redomestication Transaction. Upon completion of the Redomestication Transaction, Transocean-Cayman became our wholly-owned subsidiary, and we guaranteed Transocean-Cayman's obligations under the Credit Facilities.

Fleet expansion—In April 2008, we were awarded a drilling contract for Discoverer India. The Ultra-Deepwater Floater is expected to commence operations under a multi-year drilling contract during the fourth quarter of 2010. See "—Liquidity and Capital Resources–Fleet Expansion and Dispositions."

In June 2008, we reached an agreement with subsidiaries of Petrobras and Mitsui to acquire a newbuild Ultra-Deepwater Floater, Petrobras 10000, under a capital lease contract. In conjunction with the capital lease contract, we entered into a 10-year drilling contract with subsidiaries of Petrobras covering worldwide operations of the drillship with an option for Petrobras to extend the term of the drilling contract by up to an additional 10 years. See "—Liquidity and Capital Resources–Fleet Expansion and Dispositions."

Floating rate notes—In September 2006, Transocean-Cayman issued $1.0 billion aggregate principal amount of floating rate notes, due September 2008 ("Floating Rate Notes"). In September 2008, Transocean-Cayman repaid the Floating Rate Notes at maturity.

Angola Deepwater Drilling Company—In September 2008, we acquired a 65 percent interest in Angola Deepwater Drilling Company Limited ("ADDCL"), a Cayman Islands joint venture company.

Outlook

Drilling market—We were successful in building contract backlog in 2008 within all of our asset classes. Our contract backlog at February 3, 2009 was approximately $38.7 billion. A summary of our rigs that, as of February 3, 2009, had available uncommitted time in 2009 and 2010 is set forth below:

Uncommitted rigs

 

2009

 

2010

 

High-Specification Floaters

 

1

 

9

 

Midwater Floaters

 

10

 

6

 

High-Specification Jackups

 

5

 

5

 

Standard Jackups

 

26

 

18

 

 

 

 

 

- 34 -

 

 


 

 

We have been successful in building contract backlog within our High-Specification Floaters fleet with 39 of our 49 current and future High-Specification Floaters, including all of our newbuilds, contracted into or beyond 2011 as of February 3, 2009. These 39 units also include 25 of our 28 current and future Ultra-Deepwater Floaters. Our total contract backlog of approximately $38.7 billion as of February 3, 2009 includes an estimated $29.2 billion of backlog represented by our High-Specification Floaters. The deepwater market benefits from the limited supply of deepwater capable rigs available for contract. We believe the continued exploration successes in the deepwater offshore provinces of Brazil, Angola, India and U.S. Gulf of Mexico will continue to drive significant demand for the Ultra-Deepwater Floaters and support our long-term positive outlook for our High-Specification Floater fleet. With the expected demand for deepwater programs, we believe that the long-term outlook for deepwater capable rigs continues to be very favorable. We have a limited number of High-Specification Floaters coming available in 2009, which may result in limited or no new contracts in the near term. Additionally, the decline in commodity prices and the downturn in the global economy may have a near-term negative effect on dayrates in the High-Specification Floater fleet.

Our Midwater Floaters fleet, which includes 28 semisubmersible rigs, is 64 percent committed to contracts that extend into 2010. However, near-term customer demand has declined, resulting in a lack of tendering opportunities and the warm stacking of one of our midwater floaters and one midwater floater that is classified as held for sale. Weakness in the U.K. floater market, coupled with subletting of the existing rigs in this market and cancellations and delays in customer programs in other Midwater Floater markets, is expected to result in reduced dayrates and the stacking of additional rigs in this fleet in the near term.

We are also experiencing weakness in the jackup market. As of February 20, 2009, we had warm stacked two jackups and cold stacked two jackups. Considering the number of jackups that are under construction without customer contracts and the lack of customer demand, we expect dayrates and utilization to decrease in our jackup fleet. We believe the delivery of the uncontracted units will further adversely impact the market for jackups through 2009, and potentially beyond, and is expected to result in the stacking of additional rigs in the near term. With 31 of our 65 jackups completing their current contracts in 2009, our exposure to market weakness is significant.

The decline in commodity prices, together with the difficult conditions in the credit markets, has had a negative impact on our business. One of our clients has been placed into administration (a form of bankruptcy proceeding in the U.K.), and another has been unable to post the required escrow leading us to terminate the contract. Continued low commodity prices may lead to further decreases in demand across all rig classes and, as a result, lower dayrates and utilization for our rigs or further idling rigs in our fleet.

As of February 3, 2009, the percentage of contract days in our uncommitted fleet for 2009, 2010, 2011 and 2012 is as follows:

Uncommitted fleet percentage

 

2009

 

2010

 

2011

 

2012

High-Specification Floaters

 

2

%

 

10

%

 

31

%

 

47

%

Midwater Floaters

 

20

%

 

41

%

 

77

%

 

87

%

High-Specification Jackups

 

29

%

 

74

%

 

93

%

 

100

%

Standard Jackups

 

29

%

 

69

%

 

85

%

 

98

%

 

We expect our total revenues to be lower in 2009 than in 2008. Although the commencement of new contracts with higher dayrates and the commencement of operations of five of our newbuilds and the Sedco 706 are expected to increase contract drilling revenues, both contract drilling intangible revenues and other revenues are expected to decline by a greater amount. These lower revenues are expected as a result of the reduction of non-drilling activity, the sale of three jackups in 2008, the anticipated sale of GSF Arctic II and GSF Arctic IV in 2009 and lost revenue associated with an expected increase in idle rigs.

We expect our total operating and maintenance costs in 2009 to decrease compared to 2008 due to lower operating costs associated with a number of jackups and midwater floaters that may be cold stacked during 2009, exchange rate changes, the anticipated sale of GSF Arctic II and GSF Arctic IV in 2009 and the sale of three jackups during 2008. In addition, we expect a reduction of support costs due to various overhead cost-reduction initiatives and an expected decrease in non-drilling activity. These decreases are expected to be partially offset in 2009 by an increase in operating and maintenance costs as a result of the commencement of operations of five of our deepwater newbuilds and the Sedco 706. Our actual operating and maintenance costs for 2009 remain uncertain given current economic and market conditions and could be significantly impacted by the actual level of activity and other factors.

We have nine existing contracts with fixed-price or capped options, and we expect that a number of these fixed price options will not be exercised by our customers in 2009 in light of the current market environment. Well-in-progress or similar provisions in our existing contracts may delay the start of higher dayrates in subsequent contracts, and some of the delays have been and could be significant.

Our operations are geographically dispersed in oil and gas exploration and development areas throughout the world. Rigs can be moved from one region to another, but the cost of moving a rig and the availability of rig-moving vessels may cause the supply and demand balance to vary somewhat between regions. However, significant variations between regions do not tend to persist long-term because of rig mobility. Consequently, we operate in a single, global offshore drilling market.

 

 

 

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Insurance matters—We periodically evaluate our hull and machinery and third-party liability insurance limits and self-insured retentions. Effective May 1, 2008, we renewed our hull and machinery and third-party liability insurance coverages. Subject to large self-insured retentions, we carry hull and machinery insurance covering physical damage to the rigs for operational risks worldwide, and we carry liability insurance covering damage to third parties. However, we do not generally have commercial market insurance coverage for physical damage losses to our rigs due to hurricanes in the U.S. Gulf of Mexico and war perils worldwide. Additionally, we do not carry insurance for loss of revenue. Also, for our subsidiaries ADTI and CMI, we generally self-insure operators' extra expense coverage. This coverage provides protection against expenses related to well control and redrill liability associated with blowouts. Generally, ADTI's clients assume, and indemnify ADTI for, liability associated with blowouts in excess of $50 million. In the opinion of management, adequate accruals have been made based on known and estimated losses related to such exposures.

Tax matters—We are a Swiss corporation and we operate through our various subsidiaries in a number of countries throughout the world. Our tax provision is based upon the tax laws, regulations and treaties in effect in and between the countries in which our operations are conducted and income is earned. Our effective tax rate for financial reporting purposes will fluctuate from year to year, as our operations are conducted in different taxing jurisdictions. We are subject to changes in tax laws, treaties and regulations in and between the countries in which we operate and earn income. A change in the tax laws, treaties or regulations in any of the countries in which we operate could result in a higher or lower effective tax rate on our worldwide earnings and, as a result, could have a material effect on our financial results.

Our income tax return filings in the major jurisdictions in which we operate worldwide are generally subject to examination for periods ranging from three to six years. We have agreed to extensions beyond the statute of limitations in two jurisdictions for up to 12 years. Tax authorities in certain jurisdictions are examining our tax returns and in some cases have issued assessments. We are defending our tax positions in those jurisdictions. While we cannot predict or provide assurance as to the final outcome of these proceedings, we do not expect the ultimate liability to have a material adverse effect on our consolidated statement of financial position or results of operations although it may have a material adverse effect on our consolidated cash flows.

With respect to our 2004 and 2005 U.S. federal income tax returns, U.S. taxing authorities previously proposed certain adjustments that, if sustained, would have resulted in a cash tax liability of approximately $413 million, exclusive of interest. The tax authorities have now withdrawn one of these proposed adjustments, which will significantly reduce the proposed assessment. The authorities continue to contend that one of our key subsidiaries maintains a permanent establishment in the U.S. and is, therefore, subject to U.S. taxation on certain earnings effectively connected to such U.S. business. Such tax treatment would not be expected to result in a material adverse effect on our consolidated statement of financial position, results of operations or cash flows with respect to 2004 and 2005 activities. With respect to years following 2005, U.S. taxing authorities may continue to pursue the argument that one of our key subsidiaries maintains a permanent establishment in the U.S. and is therefore subject to U.S. taxation on certain earnings effectively connected to such U.S. business. Since there is considerable uncertainty as to the activities that constitute being engaged in a trade or business within the U.S. (or maintaining a permanent establishment under an applicable treaty), we cannot be certain that the tax authorities will not be successful in their claim that we or any of our key subsidiaries is/are engaged in a trade or business in the U.S. (or, when applicable, maintains a permanent establishment in the U.S.). If we were or any of our key subsidiaries were considered to be 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 its earnings effectively connected to such U.S. business, in which case our effective tax rate on worldwide earnings with respect to years following 2005 could increase substantially, and our earnings and cash flows from operations could be materially and adversely affected. We believe our returns are materially correct as filed, and we will continue to vigorously defend against all such claims.

Certain of our Brazilian income tax returns for the years 2000 through 2004 are currently under examination. The Brazil tax authorities have issued tax assessments totaling $84 million, plus a 75 percent penalty and $63 million of interest through December 31, 2008. The U.S. dollar amount of the assessments decreased during 2008 due to foreign currency exchange rate fluctuations. We believe our returns are materially correct as filed, and we are vigorously contesting these assessments. We filed a protest letter with the Brazilian tax authorities on January 25, 2008, and we are currently engaged in the appeals process.

Norwegian civil tax and criminal authorities are investigating various transactions undertaken by our subsidiaries in 2001 and 2002. The authorities have issued a tax assessment of approximately $59 million, plus interest, related to a 2001 dividend payment. We plan to appeal this tax assessment. We may be required to provide some form of financial security, in an amount up to $122 million, for these assessed amounts as this dispute is appealed and addressed by the Norwegian courts. Furthermore, the authorities have also issued notifications of their intent to issue tax assessments of approximately $225 million, plus interest, related to certain restructuring transactions, approximately $6 million, plus interest, related to certain foreign exchange deductions, and approximately $144 million, plus interest, related to the migration of a subsidiary that was previously subject to tax in Norway. The authorities have indicated that they plan to seek penalties of 60 percent on all matters. We have and will continue to respond to all information requests from the Norwegian authorities. We plan to vigorously contest any assertions by the Norwegian authorities in connection with the various transactions being investigated.

During the year ended December 31, 2008, our long-term liability for unrecognized tax benefits related to these Norwegian tax issues decreased by $22 million to $146 million due to exchange rate fluctuations partially offset by the accrual of interest. While we cannot predict or provide assurance as to the final outcome of these proceedings, we do not expect the ultimate resolution of these matters to have a material adverse effect on our consolidated 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 5—Income Taxes.

 

 

 

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Regulatory matters—In June 2007, GlobalSantaFe's management retained outside counsel to conduct an internal investigation of its Nigerian and West African operations, focusing on brokers who handled customs matters with respect to its affiliates operating in those jurisdictions and whether those brokers have fully complied with the U.S. Foreign Corrupt Practices Act ("FCPA") and local laws. GlobalSantaFe commenced its investigation following announcements by other oilfield service companies that they were independently investigating the FCPA implications of certain actions taken by third parties in respect of customs matters in connection with their operations in Nigeria, as well as another company's announced settlement implicating a third party handling customs matters in Nigeria. In each case, the customs broker was reported to be Panalpina Inc., which GlobalSantaFe used to obtain temporary import permits for its rigs operating offshore Nigeria. GlobalSantaFe voluntarily disclosed its internal investigation to the U.S. Department of Justice (the "DOJ") and the Securities and Exchange Commission ("SEC") and, at their request, expanded its investigation to include the activities of its customs brokers in other West African countries and the activities of Panalpina Inc. worldwide. The investigation is focusing on whether the brokers have fully complied with the requirements of their contracts, local laws and the FCPA. In late November 2007, GlobalSantaFe received a subpoena from the SEC for documents related to its investigation. In this connection, the SEC advised GlobalSantaFe that it had issued a formal order of investigation. After the completion of the Merger, outside counsel began formally reporting directly to the audit committee of our board of directors. Our legal representatives are keeping the DOJ and SEC apprised of the scope and details of their investigation and producing relevant information in response to their requests.

On July 25, 2007, our legal representatives met with the DOJ in response to a notice we received requesting such a meeting regarding our engagement of Panalpina Inc. for freight forwarding and other services in the U.S. and abroad. The DOJ informed us that it is conducting an investigation of alleged FCPA violations by oil service companies who used Panalpina Inc. and other brokers in Nigeria and other parts of the world. We developed an investigative plan which has continued to be amended and which would allow us to review and produce relevant and responsive information requested by the DOJ and SEC. The investigation was expanded to include one of our agents for Nigeria. This investigation and the legacy GlobalSantaFe investigation are being conducted by outside counsel who reports directly to the audit committee of our board of directors. The investigation has focused on whether the agent and the customs brokers have fully complied with the terms of their respective agreements, the FCPA and local laws. Our outside counsel has coordinated their efforts with the DOJ and the SEC with respect to the implementation of our investigative plan, including keeping the DOJ and SEC apprised of the scope and details of the investigation and producing relevant information in response to their requests. We cannot predict the ultimate outcome of these investigations, the total costs to be incurred in completing the investigations, the potential impact on personnel, the effect of implementing any further measures that may be necessary to ensure full compliance with applicable laws or to what extent, if at all, we could be subject to fines, sanctions or other penalties. 

Our internal compliance program has detected a potential violation of U.S. sanctions regulations in connection with the shipment of goods to our operations in Turkmenistan. Goods bound for our rig in Turkmenistan were shipped through Iran by a freight forwarder. Iran is subject to a number of economic regulations, including sanctions administered by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), and comprehensive restrictions on the export and re-export of U.S.-origin items to Iran. Iran has been designated as a state sponsor of terrorism by the U.S. State Department. Failure to comply with applicable laws and regulations relating to sanctions and export restrictions may subject us to criminal sanctions and civil remedies, including fines, denial of export privileges, injunctions or seizures of our assets. See "Item 1A. Risk Factors—Our non-U.S. operations involve additional risks not associated with our U.S. operations." We have self-reported the potential violation to OFAC and retained outside counsel who is conducting an investigation of the matter.

Performance and Other Key Indicators

Contract backlog—The following table presents our contract backlog, including firm commitments only, for our Contract Drilling segment as of December 31, 2008 and 2007. Firm commitments are represented by signed drilling contracts or, in some cases, by other definitive agreements awaiting contract execution. Our contract backlog is calculated by multiplying the full contractual operating dayrate by the number of days remaining in the firm contract period, excluding revenues for mobilization, demobilization and contract preparation or other incentive provisions, which are not expected to be significant to our contract drilling revenues.

 

 

December 31, 2008

 

 

December 31, 2007

 

 

 

(In millions)

 

Contract backlog

 

 

 

 

 

 

High-Specification Floaters

 

$

29,770

 

 

$

20,708

 

Midwater Floaters

 

 

5,801

 

 

 

5,728

 

High-Specification Jackups

 

 

507

 

 

 

768

 

Standard Jackups

 

 

3,568

 

 

 

4,445

 

Other Rigs

 

 

107

 

 

 

158

 

Total

 

$

39,753

 

 

$

31,807

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- 37 -

 

 


 

 

The firm commitments that comprise the contract backlog for our Contract Drilling segment as of December 31, 2008 are presented in the following table along with the associated average contractual dayrates. The amount of actual revenue earned and the actual periods during which revenues are earned will be different than the amounts and periods shown in the tables below due to various factors, including shipyard and maintenance projects, unplanned downtime and other factors that result in lower applicable dayrates than the full contractual operating dayrate, as well as the ability of our customers to terminate contracts under certain circumstances. The contract backlog average dayrate is defined as the contracted operating dayrate to be earned per revenue earning day in the period. A revenue earning day is defined as a day for which a rig earns a dayrate during the firm contract period after commencement of operations.

 

 

For the years ending December 31,

 

 

 

Total

 

 

2009

 

 

2010

 

 

2011

 

 

2012

 

 

Thereafter

 

 

 

(In millions, except average dayrates)

 

Contract backlog

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

High-Specification Floaters

 

$

29,770

 

 

$

5,607

 

 

$

5,912

 

 

$

5,722

 

 

$

4,369

 

 

$

8,160

 

Midwater Floaters

 

 

5,801

 

 

 

2,616

 

 

 

1,743

 

 

 

707

 

 

 

334

 

 

 

401

 

High-Specification Jackups

 

 

507

 

 

 

417

 

 

 

90

 

 

 

 

 

 

 

 

 

 

Standard Jackups

 

 

3,568

 

 

 

2,207

 

 

 

990

 

 

 

362

 

 

 

9

 

 

 

 

Other Rigs

 

 

107

 

 

 

37

 

 

 

27

 

 

 

25

 

 

 

18

 

 

 

 

Total contract backlog

 

$

39,753

 

 

$

10,884

 

 

$

8,762

 

 

$

6,816

 

 

$

4,730

 

 

$

8,561

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average Dayrates

 

Total

 

 

2009

 

 

2010

 

 

2011

 

 

2012

 

 

Thereafter

 

High-Specification Floaters

 

$

448,000

 

 

$

398,000

 

 

$

439,000

 

 

$

471,000

 

 

$

479,000

 

 

$

462,000

 

Midwater Floaters

 

 

326,000

 

 

 

327,000

 

 

 

335,000

 

 

 

346,000

 

 

 

306,000

 

 

 

266,000

 

High-Specification Jackups

 

 

163,000

 

 

 

166,000

 

 

 

150,000

 

 

 

 

 

 

 

 

 

 

Standard Jackups

 

 

154,000

 

 

 

157,000

 

 

 

153,000

 

 

 

146,000

 

 

 

100,000

 

 

 

 

Other Rigs

 

 

63,000

 

 

 

51,000

 

 

 

72,000

 

 

 

72,000

 

 

 

72,000

 

 

 

 

Total fleet average

 

$

353,000

 

 

$

276,000

 

 

$

336,000

 

 

$

400,000

 

 

$

448,000

 

 

$

446,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- 38 -

 

 


 

 

Fleet average daily revenue and utilization—The following table presents the average daily revenue and utilization for our Contract Drilling segment for each of the quarters ended December 31, 2008, September 30, 2008 and December 31, 2007. Average daily revenue is defined as contract drilling revenue earned per revenue earning day in the period. A revenue earning day is defined as a day for which a rig earns a dayrate after commencement of operations. Utilization is defined as the total actual number of revenue earning days in the period as a percentage of the total number of calendar days in the period for all drilling rigs in our fleet.

 

 

Three months ended

 

 

 

December 31, 2008

 

 

September 30, 2008

 

 

December 31, 2007

 

Average daily revenue

 

 

 

 

 

 

 

 

 

High-Specification Floaters

 

 

 

 

 

 

 

 

 

 

 

 

Ultra-Deepwater Floaters

 

$

423,600

 

 

$

401,300

 

 

$

346,100

 

Deepwater Floaters

 

$

299,000

 

 

$

322,700

 

 

$

265,300

 

Harsh Environment Floaters

 

$

358,900

 

 

$

363,500

 

 

$

326,300

 

Total High-Specification Floaters

 

$

370,500

 

 

$

369,300

 

 

$

311,600

 

Midwater Floaters

 

$

329,200

 

 

$

292,900

 

 

$

274,600

 

High-Specification Jackups

 

$

169,100

 

 

$

178,500

 

 

$

173,400

 

Standard Jackups

 

$

156,100

 

 

$

158,700

 

 

$

130,800

 

Other Rigs

 

$

37,800

 

 

$

48,900

 

 

$

48,600

 

Total fleet average daily revenue

 

$

251,500

 

 

$

242,200

 

 

$

224,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Utilization

 

 

 

 

 

 

 

 

 

 

 

 

High-Specification Floaters

 

 

 

 

 

 

 

 

 

 

 

 

Ultra-Deepwater Floaters

 

 

96

%

 

 

93

%

 

 

97

%

Deepwater Floaters

 

 

75

%

 

 

68

%

 

 

75

%

Harsh Environment Floaters

 

 

100

%

 

 

98

%

 

 

80

%

Total High-Specification Floaters

 

 

88

%

 

 

83

%

 

 

85

%

Midwater Floaters

 

 

92

%

 

 

88

%

 

 

95

%

High-Specification Jackups

 

 

94

%

 

 

87

%

 

 

100

%

Standard Jackups

 

 

90

%

 

 

93

%

 

 

91

%

Other Rigs

 

 

99

%

 

 

100

%

 

 

97

%

Total fleet average utilization

 

 

90

%

 

 

89

%

 

 

90

%

 

 

 

 

 

 

 

 

 

 

 

 

 

Liquidity and Capital Resources

Sources and Uses of Cash

Our primary sources of cash in 2008 were our cash flows from operations, proceeds from asset sales, proceeds from the issuance of commercial paper, borrowings under the Term Loan, financing obtained through our joint ventures, borrowings under our other credit facilities and proceeds from the issuance of shares upon the exercise of stock options. Our primary uses of cash were capital expenditures (including for newbuild construction), repayments of borrowings under our credit facilities and the repayment of the Floating Rate Notes at maturity. At December 31, 2008, we had $963 million in cash and cash equivalents.

We include investments in highly liquid debt instruments with an original maturity of three months or less in cash and cash equivalents. As of September 30, 2008, we had $74 million invested in The Reserve Primary Fund and $334 million invested in The Reserve International Liquidity Fund Ltd. In September 2008, The Reserve announced that certain funds had lost the ability to maintain a net asset value of $1.00 per share due to losses in connection with the bankruptcy of Lehman Brothers Holdings, Inc. ("Lehman Holdings"). According to public disclosures by The Reserve, The Reserve stopped processing redemption requests in order to develop an orderly plan of liquidation that would protect all of the funds' shareholders. Based on statements made by the funds, in September 2008 we reclassified $408 million from cash and cash equivalents to short-term investments and recorded an impairment charge in the third quarter of 2008 in the amount of $16 million associated with our proportional interest in the debt instruments of Lehman Holdings held by the funds until such time as we receive our liquidated portion of the assets. Our statement of cash flows presents a use of cash in the amount of this reclassification. As of December 31, 2008, we had received $59 million invested in The Reserve Primary Fund. Following December 31, 2008, we received $216 million invested in The Reserve International Fund and another $5 million invested in the Reserve Primary Fund. At February 20, 2009, the carrying values of our investments in The Reserve Primary Fund and The Reserve International Liquidity Fund were $10 million and $102 million, respectively. The timing of our ability to access the remaining funds is uncertain but is expected to be during 2009. Potential rulings or decisions by courts or regulators may impact further distributions by the funds.

 

 

 

- 39 -

 

 


   

Years ended December 31,

         
   

2008

   

2007

   

Change

 
   

(In millions)

 

Net cash from operating activities

                       

Net income

 

$

4,202

   

$

3,131

   

$

1,071

 

Amortization of drilling contract intangibles

   

(690

)

   

(88

)

   

(602

)

Depreciation, depletion and amortization

   

1,436

     

499

     

937

 

Impairment loss

   

320

     

     

320

 

Other non-cash items

   

12

     

(297

)

   

309

 

Changes in operating assets and liabilities, net

   

(321

)

   

(172

)

   

(149

)

   

$

4,959

   

$

3,073

   

$

1,886

 

Net cash provided by operating activities in 2008 increased due to more cash generated from net income, partially offset by changes in operating assets and liabilities.

   

Years ended December 31,

         
   

2008

   

2007

   

Change

 
   

(In millions)

 

Net cash from investing activities

                       

Capital expenditures

 

$

(2,208

)

 

$

(1,380

)

 

$

(828

)

Business combination

   

     

(5,129

)

   

5,129

 

Cash balances acquired in business combination

   

     

695

     

(695

)

Proceeds from disposal of assets, net

   

348

     

379

     

(31

)

Short-term investments

   

(408

)

   

     

(408

)

Proceeds from maturities of short-term investments

   

59

     

     

59

 

Joint ventures and other investments, net

   

13

     

(242

)

   

255

 
   

$

(2,196

)

 

$

(5,677

)

 

$

3,481

 

Net cash used in investing activities in 2008 decreased primarily due to cash paid out in connection with the Merger during 2007. Partially offsetting the decrease were capital expenditures, consisting primarily of expenditures for the construction of nine of our ten Ultra-Deepwater Floaters, the two Sedco 700-series deepwater upgrades and other equipment replaced and upgraded on our existing rigs. Additionally, in 2008, we received proceeds from the maturities of certain investments that were reclassified from cash and cash equivalents to short-term investments due to the illiquidity of those funds.  

   

Years ended December 31,

         
   

2008

   

2007

   

Change

 
   

(In millions)

 

Net cash from financing activities

                       

Change in short-term borrowings, net

 

$

(837

)

 

$

1,500

   

$

(2,337

)

Proceeds from debt

   

2,661

     

24,095

     

(21,434

)

Repayments of debt

   

(4,893

)

   

(12,033

)

   

7,140

 

Financing costs

   

(24

)

   

(106

)

   

82

 

Repurchase of shares

   

     

(400

)

   

400

 

Payment to shareholders for Reclassification

   

(1

)

   

(9,859

)

   

9,858

 

Proceeds from (payments for) exercises of warrants, net

   

(7

)

   

40

     

(47

)

Proceeds from share-based compensation plans, net

   

51

     

72

     

(21

)

Excess tax benefit from share-based compensation plans

   

10

     

70

     

(60

)

Other, net

   

(1

)

   

(1

)

   

 
   

$

(3,041

)

 

$

3,378

   

$

(6,419

)



Net cash used in financing activities decreased primarily due to repayments under the Bridge Loan Facility and the Former 364-Day Revolving Credit Facility and the repayment of the Floating Rate Notes at maturity. Partially offsetting these decreases were borrowings under the Term Loan, Transocean Pacific Drilling Inc. ("TPDI") credit facilities, ADDCL loan facilities, net borrowings under the Five-Year Revolving Credit Facility and our commercial paper program. Additionally, we did not repurchase any shares during 2008 compared to $400 million of repurchases in 2007.

 

 

- 40 -




 Fleet Expansion and Dispositions

Fleet expansion—We could, from time to time, 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 or new rig construction. Any such 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.

Capital expenditures—Capital expenditures, including capitalized interest of $114 million, totaled $2.2 billion during the year ended December 31, 2008, substantially all of which related to the Contract Drilling segment. The following table summarizes actual capital expenditures including capitalized interest, for our major construction and conversion projects incurred through December 31, 2008 and expected in future years (in millions):

 

 

Total costs
through
December 31, 2008

 

Expected costs for the year ending December 31, 2009

 

Estimated
costs
thereafter

 

Total estimated
costs
at completion

 

Sedco 700-series upgrades

 

$

520

 

$

75

 

$

 

$

595

 

Discoverer Clear Leader

 

 

516

 

 

119

 

 

 

 

635

 

Discoverer Americas

 

 

478

 

 

147

 

 

 

 

625

 

Development Driller III (a)

 

 

483

 

 

170

 

 

 

 

653

 

Discoverer Inspiration

 

 

443

 

 

227

 

 

 

 

670

 

Dhirubhai Deepwater KG1(b)

 

 

384

 

 

311

 

 

 

 

695

 

Discoverer Luanda (c)

 

 

315

 

 

220

 

 

115

 

 

650

 

Dhirubhai Deepwater KG2(b)

 

 

270

 

 

177

 

 

243

 

 

690

 

Deepwater Champion (a)

 

 

264

 

 

280

 

 

196

 

 

740

 

Discoverer India

 

 

250

 

 

300

 

 

180

 

 

730

 

Petrobras 10000 (d)

 

 

 

 

 

 

750

 

 

750

 

Capitalized Interest

 

 

206

 

 

149

 

 

60

 

 

415

 

Total

 

$

4,129

 

$

2,175

 

$

1,544

 

$

7,848

 

________________________________

(a)

 

Total costs include our initial investments in Development Driller III and Deepwater Champion of $356 million and $109 million, respectively, representing the estimated fair values of the rigs at the time of the Merger.

(b)

The costs for Dhirubhai Deepwater KG1 and Dhirubhai Deepwater KG2 represent 100 percent of expenditures incurred ($277 million and $178 million, respectively) prior to our investment in TPDI, and 100 percent of expenditures incurred since our investment in the joint venture. However, our joint venture partner, Pacific Drilling Limited ("Pacific Drilling"), shares 50 percent of these costs.

(c)

The costs for Discoverer Luanda represent 100 percent of expenditures incurred since inception. However, Angco Cayman Limited shares 35 percent of these costs beginning on the date of its investment in ADDCL.

(d)

In June 2008, we reached an agreement with subsidiaries of Petrobras and Mitsui to acquire Petrobras 10000,under a capital lease contract. The capital lease contract, which is expected to commence in the third quarter of 2009, has a 20-year term, after which we will have the right and obligation to acquire the drillship for one dollar. Total capital costs to be incurred by Petrobras and Mitsui for the construction of the drillship are estimated to be $750 million, including $65 million of capitalized interest. Upon delivery of the rig, we will record a liability for the capital lease obligation and a corresponding addition to property and equipment based on the fair value at that date. We are offering assistance and advisory services for the construction of Petrobras 10000 and have agreed to provide operating management services once the drillship begins operations.

 

During 2009, we expect capital expenditures to be approximately $4.0 billion, including approximately $2.3 billion for our major construction and conversion projects and $750 million in non-cash capital cost related to the Petrobras 10000 capital lease. The level of our capital expenditures is partly dependent upon financial market conditions, the actual level of operational and contracting activity and the level of capital expenditures for which our customers agree to reimburse us. Our expected capital expenditures during 2009 do not include amounts that would be incurred as a result of other possible newbuild opportunities.

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 and the market demand for components and resources required for drilling unit construction. See "Item 1A. Risk Factors—Our shipyard projects are subject to delays and cost overruns."

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 and the 364-Day Revolving Credit Facility (see "—Sources and Uses of Liquidity") and may utilize other commercial bank or capital market financings. We intend to fund the cash requirements of our joint ventures for capital expenditures in connection with newbuild construction through their respective credit facilities. The continued credit crisis and related instability in the global financial system could impact the availability of these sources of funding. See "Item 1A. Risk Factors—The recent worldwide financial and credit crisis and worldwide economic downturn could have a material adverse effect on our revenue, profitability and financial position" and "Item 1A. Risk Factors—The global financial crisis may impact our business and financial condition in ways that we currently cannot predict."

Dispositions—From time to time, we may also review possible dispositions of drilling units. During 2008, we completed the sale of three of our Standard Jackups (GSF Adriatic III, GSF High Island I and GSF High Island VIII). We received cash proceeds of $320 million associated with the sale, which had no effect on earnings.

In May 2008, we entered into a definitive agreement to sell our Standard Jackup Transocean Nordic for cash proceeds of $169 million. In December 2008, the buyer failed to perform under the agreement. Under the terms of the agreement, the buyer forfeited an escrow deposit in the amount of $17 million, which we recognized as a gain, recorded in other income, net on our consolidated statements of operations. As a result, we classified the rig as an asset held and used, recorded in property and equipment on our consolidated balance sheet.

In July 2008, we entered into a definitive agreement to sell two Midwater Floaters (GSF Arctic II and GSF Arctic IV) in connection with our previously announced undertakings to the Office of Fair Trading in the U.K. ("OFT"). The acquisition of the rigs was contingent upon the buyers' ability to obtain lender consents. The buyers have reported that they have been unable to obtain the consent of their lenders on terms acceptable to them and have publicly announced their termination of the agreement to purchase the vessels. At December 31, 2008, both GSF Arctic II and GSF Arctic IV continue to be marketed for sale and are classified as assets held for sale in the aggregate amount of $464 million on our consolidated balance sheet. The market for Midwater Floaters appears to have deteriorated subsequent to December 31, 2008, and we have a limited amount of time to sell the rigs. Consequently, we can make no assurances as to whether we are able to sell the rigs, the timing of the sale or any terms of the sale, including price. Any sale at a price below our valuation would result in an additional write down of the asset carrying value. See Notes to Consolidated Financial Statements—Note 4—Impairment Loss.

 

 

- 41-




 Sources and Uses of Liquidity

We expect to use existing cash balances, internally generated cash flows and proceeds from asset sales to fulfill anticipated obligations such as scheduled debt maturities, repayment of short-term debt, capital expenditures and working capital needs. We may also use a portion of such sources of cash to reduce debt (including convertible debt) prior to scheduled maturity through repurchases (in the open market or in privately negotiated transactions), redemptions or tender offers, or to make repayments on bank borrowings or to repurchase our shares, subject in each case to then existing market conditions and to our then expected liquidity needs. Our board of directors has recommended that our shareholders approve a share repurchase program. If approved, we may use our cash flow from other than debt to fund this program. See "—Share repurchase program recommendation." From time to time, we may also use bank lines of credit and commercial paper borrowing to maintain liquidity for short-term cash needs. Although commercial paper markets have improved considerably, our access to the commercial paper markets was impacted by the credit crisis in the third quarter of 2008. If the markets experience further instability, we may be required to rely more heavily on our bank lines of credit.

Our access to debt and equity markets may be reduced or closed to us due to a variety of events, including among others, credit rating agency downgrades of our debt, industry conditions, general economic conditions, market conditions and market perceptions of us and our industry. The continued credit crisis and related instability in the global financial system has had, and may continue to have, an impact on our business and our financial condition. We may face significant challenges if conditions in the financial markets do not improve. Our ability to access the capital markets may be severely restricted at a time when we would like, or need, to access such markets, which could have an impact on our flexibility to react to changing economic and business conditions. The credit crisis 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 cash flow will continue to be positive over the next year.

Bank credit agreements—In November 2008, Transocean-Cayman entered into the new $1.08 billion 364-Day Revolving Credit Facility to replace its expiring $1.5 billion revolving credit agreement and terminated the expiring agreement. Transocean-Cayman also amended its existing $2.0 billion Five-Year Revolving Credit Facility, which will expire on November 27, 2012, and its $2.0 billion Term Loan, which will expire on March 13, 2010. Upon completion of the Redomestication Transaction, Transocean-Cayman became a wholly-owned subsidiary of ours, and we guaranteed Transocean-Cayman's obligations under the Credit Facilities.

Under the 364-Day Revolving Credit Facility, Transocean-Cayman may borrow at either (1) the adjusted London Interbank Offered Rate ("LIBOR") plus a margin determined by reference to the mid-point credit default swap spread for its senior unsecured debt with a maturity of one year, subject to a ceiling varying from 1.75 percent to 3.75 percent per annum and a floor of 0.75 percent to 1.75 percent per annum, in each case depending on Transocean-Cayman's non-credit enhanced senior unsecured long-term debt rating (the "Debt Rating") (such margin, the "364-Day Revolving Credit Facility Margin"), or (2) a base rate, determined as the greater of (A) a prime rate, (B) the federal funds effective rate plus 1/2 of one percent, or (C) the adjusted LIBOR for a one-month interest period plus one percent per annum (the "Base Rate"), plus the 364-Day Revolving Credit Facility Margin, less one percent per annum. At February 20, 2009, no amounts were outstanding under the 364-Day Revolving Credit Facility.

In March 2008, Transocean-Cayman entered into the Term Loan and borrowed $1.925 billion under the facility. In April 2008, Transocean-Cayman borrowed an additional $75 million, increasing the borrowings under this facility to $2.0 billion, the maximum allowed under the Term Loan. In January 2009 and in connection with the Redomestication, Transocean-Cayman amended the bank credit agreement governing the Term Loan. Upon completion of the Redomestication Transaction, we guaranteed Transocean-Cayman's obligations under the Term Loan.

 

 

- 42 -



 

 


Transocean-Cayman may borrow under the Term Loan at either (1) the adjusted LIBOR plus a margin (the "Term Loan Margin") based on Transocean-Cayman's Debt Rating (based on its current Debt Rating, a margin of 1.25 percent), or (2) the Base Rate plus the Term Loan Margin, less one percent per annum. At February 20, 2009, Transocean-Cayman had $1.8 billion outstanding under the Term Loan at a weighted-average interest rate of 1.7 percent.

In November 2007, Transocean-Cayman entered into the Five-Year Revolving Credit Facility. In November 2008, in connection with the Redomestication Transaction, Transocean-Cayman amended the Five-Year Revolving Credit Facility. Upon completion of the Redomestication Transaction, we guaranteed Transocean-Cayman's obligations under the Five-Year Revolving Credit Facility.

Transocean-Cayman may borrow under the Five-Year Revolving Credit Facility at either (1) the adjusted LIBOR plus a margin (the "Five-Year Revolving Credit Facility Margin") based on Transocean-Cayman's Debt Rating (based on its current Debt Rating, a margin of 1.1 percent) or (2) the Base Rate plus the Five-Year Revolving Credit Facility Margin, less one percent per annum. Additionally, a facility fee is incurred on the daily amount of the underlying commitment, whether used or unused, throughout the term of the Five-Year Revolving Credit Facility. The amount of such facility fee depends on Transocean-Cayman's Debt Rating (based on its current Debt Rating, a facility fee of 0.15 percent) and varies from 0.10 percent to 0.30 percent. At February 20, 2009, Transocean-Cayman had no amounts outstanding under the Five-Year Revolving Credit Facility.

The Credit Facilities include limitations on creating liens, incurring subsidiary debt, transactions with affiliates, sale/leaseback transactions, mergers and the sale of substantially all assets. The Credit Facilities also include covenants imposing a maximum leverage ratio, which may not exceed 3.0 to 1.0 for any period through the third quarter of 2009. Additionally, the Five-Year Revolving Credit Facility and the Term Loan each include a covenant imposing a maximum debt to capitalization ratio of 0.6 to 1.0 commencing with the fourth quarter of 2009. Borrowings under the Credit Facilities are subject to acceleration upon the occurrence of events of default. Transocean-Cayman is also subject to various covenants under the indentures pursuant to which its 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 Transocean-Cayman's public debt could trigger a default under the Credit Facilities and, if not waived by the lenders, could cause Transocean-Cayman to lose access to the Credit Facilities.

Each of the Credit Facilities may be prepaid in whole or in part without premium or penalty.

In December 2007, Transocean-Cayman entered into a commercial paper program (the "Program"). The Five-Year Revolving Credit Facility and the 364-Day Revolving Credit Facility provide liquidity for the Program. In December 2008, we and Transocean-Cayman entered into amendments to the Program to provide for the guarantee by us of Transocean-Cayman's obligations under the Program after the completion of the Redomestication Transaction. At February 20, 2009, $404 million was outstanding under the Program at a weighted-average interest rate of 3.26 percent.

In September 2007, Transocean-Cayman entered into a $15.0 billion, one-year senior unsecured bridge loan facility ("Bridge Loan Facility"). In June 2008, Transocean-Cayman repaid the then outstanding balance under the Bridge Loan Facility and terminated the facility.

In September 2006, Transocean-Cayman issued the Floating Rate Notes. In September 2008, Transocean-Cayman repaid the Floating Rate Notes at maturity.

ADDCL Primary Loan Facility—In September 2008, ADDCL completed final documentation for a senior credit agreement that provides a credit facility comprised of Tranche A, Tranche B and Tranche C for $215 million, $270 million and $399 million, respectively (collectively, the "ADDCL Primary Loan Facility"). Tranche A and Tranche B are provided by external lenders. One of our subsidiaries is the lender for Tranche C and has agreed to provide financial security for borrowings under Tranche A and Tranche B until customer acceptance of Discoverer Luanda, the newbuild for which the facility was established. Tranche A requires quarterly payments beginning on the rig's first well commencement date, currently scheduled for third quarter 2010, and matures in December 2017. Tranche B matures upon customer acceptance of Discoverer Luanda, and is expected to be repaid with borrowings under Tranche C. Tranche C is subordinate to Tranche A and Tranche B and due after Tranche A is fully repaid or, if earlier, by February 2015. When Tranche C is funded, it will be eliminated in consolidation. The ADDCL Primary Loan Facility will be secured by the rig upon completion of its construction and may be prepaid in whole or in part without premium or penalty. ADDCL is required to maintain certain cash balances, as defined in the loan agreement, to service the debt. The ADDCL Primary Loan Facility also limits the ability of ADDCL to incur additional indebtedness, make distributions and other payments and acquire assets.

Borrowings under Tranche A and Tranche B bear interest at LIBOR plus the applicable margin of 0.425 percent until the first well commencement date, following which the loans outstanding under Tranche A will bear interest at LIBOR plus the applicable margin of 0.725 percent. ADDCL is required to enter into fixed-for-floating interest rate swaps with one of our subsidiaries for the loans outstanding under Tranche A. Borrowings under Tranche C will bear interest at a fixed rate of 3.066 percent by a fixed-to-floating interest rate swap plus an applicable margin of 2 percent. At February 20, 2009, the borrowings under Tranche A and Tranche B were $138 million and $169 million, respectively, at a weighted-average interest rate of 3.34 percent. At February 20, 2009, there were no borrowings outstanding under Tranche C.

ADDCL Secondary Loan Facility—In September 2008, ADDCL completed final documentation for a secondary loan agreement for a $90 million credit facility (the "ADDCL Secondary Loan Facility"), for which one of our subsidiaries provides 65 percent of the total commitment and an external lender provides the remaining 35 percent. The facility bears interest at LIBOR plus the applicable margin, ranging from 3.125 percent to 5.125 percent, depending on certain milestones, as defined by the loan agreement. The facility is payable in full the earlier of 90 days after the fifth anniversary of the first well commencement or December 2015 and may be prepaid in whole or in part without premium or penalty. At February 20, 2009, the weighted-average interest rate was 4.7 percent on the $71 million outstanding balance, of which $46 million was provided by one of our subsidiaries and has been eliminated in consolidation. There have been no further borrowings on the facility.

TPDI Credit Facilities—In October 2008, TPDI entered into a credit agreement for a $1.265 billion secured credit facility (the "TPDI Term Loan Facility"), comprised of a $1.0 billion senior tranche, a $190 million junior tranche and a $75 million revolving credit facility (the "TPDI Revolving Credit Facility", and together with the TPDI Term Loan Facility, the "TPDI Credit Facilities"). The TPDI Credit Facilities will finance the construction of Dhirubhai Deepwater KG1 and Dhirubhai Deepwater KG2. One of our subsidiaries participates in the senior and junior tranches with a 50 percent commitment totaling $595 million in the aggregate. The TPDI Credit Facilities will bear interest at LIBOR plus the applicable margin of 1.60 percent until acceptance of Dhirubhai Deepwater KG2. Subsequently, the TPDI Credit Facilities will bear interest at a rate of 1.45 percent for the senior tranche and the revolving credit facility and 2.25 percent for the junior tranche. The senior tranche requires quarterly payments with a final payment on the earlier of (1) June 2015 and (2) the fifth anniversary of the acceptance date of the second rig. The junior tranche is due in full on the earlier of (1) June 2015 and (2) the fifth anniversary of the acceptance date of the second rig. The TPDI Credit Facilities have covenants that require TPDI to maintain minimum liquidity requirements, a minimum debt service ratio and a maximum leverage ratio. The TPDI Credit Facilities may be prepaid in whole or in part without premium or penalty. At February 20, 2009, $576 million was outstanding under the senior tranche, of which $288 million was due to one of our subsidiaries and was eliminated in consolidation. The weighted-average interest rate of the senior tranche on February 20, 2009 was 2.51 percent. At February 20, 2009, $1 million was outstanding under the TPDI Revolving Credit Facility at a weighted-average interest rate of 2.51 percent.

TPDI Notes—In October 2008, using proceeds from the TPDI Credit Facilities, TPDI prepaid $440 million of the outstanding promissory notes, $220 million of which was due to one of our subsidiaries. As of February 20, 2009, $220 million in promissory notes remained outstanding, $110 million of which is due to one of our subsidiaries and has been eliminated in consolidation, bearing interest at a weighted-average interest rate of 3.92 percent.

Convertible Notes—In December 2007, Transocean-Cayman issued $6.6 billion aggregate principal amount of Convertible Notes. In connection with the Redomestication Transaction, we guaranteed Transocean-Cayman's obligations under the Convertible Notes and assumed the obligation to deliver shares, if any, upon conversion of the Convertible Notes. The Convertible Notes may be converted at a rate of 5.9310 shares per $1,000 note. The conversion rate is subject to adjustment upon the occurrence of certain corporate events but not for accrued interest. Upon conversion, we will deliver, in lieu of shares, cash up to the aggregate principal amount of notes to be converted and shares in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the notes being converted. If certain fundamental changes occur on or before specified dates, we will in some cases increase the conversion rate for a holder electing to convert notes in connection with such fundamental change; provided, that in no event will the total number of shares issuable upon conversion of a note exceed 7.8585 per $1,000 principal amount of notes (subject to adjustment in the same manner as the conversion rate). Although there was no change to the conversion rate as a result of the Redomestication, it triggered the right of holders to convert the Convertible Notes at any time beginning on December 3, 2008, which was the date 15 days prior to the effective time of the Redomestication (the "Effective Time") of December 18, 2008, and ending on February 3, 2009, which was the 30th scheduled trading day following the Effective Time. Prior to the expiration of this period, we received conversion notices with respect to $490,000 principal amount of Convertible Notes and expect to pay an aggregate amount of $150,000 to the holders upon settlement.

Share repurchase program recommendation—In February 2009, our board of directors recommended that our shareholders approve and authorize the repurchase of an amount of our shares with an aggregate purchase price of up to 3.50 billion Swiss francs (which is equivalent to approximately U.S.$2.95 billion at an exchange rate as of the close of trading on February 20, 2009 of U.S.$1.00 to 1.1864 Swiss francs).

Shareholder approval is being sought in order to provide the company with the flexibility to repurchase shares at any time after the May 2009 annual general meeting. If the share repurchase program is approved by the shareholders, there can be no assurance that any shares will actually be repurchased in the near term after the meeting, or at all. The board of directors would be permitted to delegate its share repurchase authority to company management to repurchase shares under the share repurchase program.

The board of directors or company management, as applicable, may decide, based upon the company's ongoing capital requirements, the price of the company's shares, regulatory considerations, cash flow generation, the relationship between the company's contractual backlog and debt, general market conditions and other factors, that the company should retain cash, reduce debt, make capital investments or otherwise use cash for general corporate purposes, and consequently repurchase fewer shares or not repurchase any shares. Decisions regarding the amount, if any, and timing of any share repurchases would be made from time to time based upon the factors set forth above. The company plans to fund any share repurchases from the company's current and future cash balances and will not use debt to fund any repurchases. The board of directors has decided to recommend that the shareholders at their May 2009 annual general meeting approve the release of Swiss statutory reserves, which is necessary for this authorization of a share repurchase program for the repurchase of shares for cancellation.

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. Any repurchased shares would be held by the company for cancellation by the shareholders at a future annual general meeting. The share repurchase program would not have an established expiration date and could be suspended or discontinued by the company's Board of Directors or company management, as applicable, at any time.

 

 

- 43 -




 

Contractual obligations—Our contractual obligations included in the table below are at face value.

 

 

For the years ending December 31,

 

 

 

Total

 

 

 

2009

 

 

 

2010-2011

 

 

 

2012-2013

 

 

 

Thereafter

 

 

 

(In millions)

 

Contractual obligations

 

 

 

Debt

 

$

14,161

 

 

 

$

663

 

 

 

$

6,630

 

 

 

$

3,005

 

 

 

$

3,863

 

Interest on debt

 

 

5,133

 

 

 

 

497

 

 

 

 

770

 

 

 

 

570

 

 

 

 

3,296

 

Operating leases

 

 

129

 

 

 

 

34

 

 

 

 

49

 

 

 

 

21

 

 

 

 

25

 

Capital leases

 

 

1,548

 

 

 

 

40

 

 

 

 

155

 

 

 

 

155

 

 

 

 

1,198

 

Stock warrant consideration

 

 

31

 

 

 

 

31

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase obligations

 

 

4,244

 

 

 

 

2,799

 

 

 

 

1,445

 

 

 

 

 

 

 

 

 

Defined benefit pension plans

 

 

65

 

 

 

 

65

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

25,311

 

 

 

$

4,129

 

 

 

$

9,049

 

 

 

$

3,751

 

 

 

$

8,382

 

 

Bondholders may, at their option, require Transocean-Cayman to repurchase the Series A Notes and the Series B Notes in December 2010 and 2011, respectively. In addition, holders of any series of the Convertible Notes may, at their option, require Transocean-Cayman to repurchase their notes in December 2012, 2017, 2022, 2027 and 2032. The chart above assumes that the holders of the notes exercise the options at the first available date.

Capital leases includes our estimated future obligations associated with our newbuild Petrobras 10000, which will be held under capital lease.

Due to market conditions, the minimum funding requirements for defined benefit pension plans in future periods cannot be reasonably estimated. Additionally, we are awaiting guidance related to the enactment of the Pension Protection Act, which is expected to have an effect on the amounts associated with our minimum funding requirements.

As of December 31, 2008, the total unrecognized tax benefit related to uncertain tax positions, net of prepayments was $521 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.

Other commercial commitments—At December 31, 2008, we had other commitments that we are contractually obligated to fulfill with cash should the obligations be called. These obligations 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. Letters of credit are issued under a number of facilities provided by several banks. The obligations that are the subject of these surety bonds and letters of credit are geographically concentrated in Nigeria and India. These letters of credit and surety bond obligations are not normally called as we typically comply with the underlying performance requirement.

The following table provides a list of these obligations in U.S. dollar equivalents and their time to expiration.

 

 

For the years ending December 31,

 

 

 

Total

 

 

 

2009

 

 

 

2010-2011

 

 

 

2012-2013

 

 

 

Thereafter

 

 

 

(In millions)

 

Other commercial commitments

 

 

 

Standby letters of credit

 

$

751

 

 

 

$

611

 

 

 

$

116

 

 

 

$

24

 

 

 

$

 

Surety bonds

 

 

37

 

 

 

 

37

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

788

 

 

 

$

648

 

 

 

$

116

 

 

 

$

24

 

 

 

$

 

 

We have established a wholly-owned captive insurance company which insures various risks of our operating subsidiaries. Access to the cash investments of the captive insurance company may be limited due to local regulatory restrictions. These cash investments totaled $123 million at December 31, 2008 and are expected to rise to approximately $150 million by the end of 2009. Our estimate is dependent on the level of claims that will be incurred in 2009 and assumes the actual level of premiums paid to the captive insurance company continues to increase.

 

 

- 44 -



 

 


Derivative Instruments

We have established policies and procedures for derivative instruments that have been approved by our board of directors. These policies and procedures provide for the prior approval of derivative instruments by our Chief Financial Officer. From time to time, we may enter into a variety of derivative financial instruments in connection with the management of our exposure to fluctuations in foreign exchange rates and interest rates. We do not enter into derivative transactions for speculative purposes; however, for accounting purposes, certain transactions may not meet the criteria for hedge accounting. At December 31, 2008, we had no outstanding foreign exchange or interest rate derivative instruments.

In January 2009, TPDI entered into interest rate swaps with an aggregate notional value of $446.4 million, which are designated as cash flow hedge of the variable rate borrowings under the TPDI Credit Facilities, to reduce the variability of its cash interest payments. Under the interest rate swaps, TPDI will receive interest at three-month LIBOR and pay interest at a fixed rate of 2.24 percent over the expected term of the TPDI Credit Facilities.

In February 2009, Transocean-Cayman entered into interest rate swaps with an aggregate notional value of $1 billion, which are designated as a cash flow hedge of a portion of Transocean-Cayman's borrowings under the Term Loan to reduce the variability of its cash interest payments. Under the interest rate swaps, Transocean-Cayman will receive interest at one-month LIBOR and pay interest at a fixed rate of 0.768 percent over the six-month period ending August 6, 2009.

These hedges are expected to be highly effective. Any gain or loss associated with the effective portion of the hedge, therefore, will be reported initially as a component of other comprehensive income and subsequently, recognized in interest expense upon settlement coinciding with the forecasted transaction. Any gain or loss associated with the ineffective portion will be recognized in interest expense in the period in which it is realized.

Results of Operations

Historical 2008 compared to 2007

Following is an analysis of our operating results. See "—Overview" for a definition of revenue earning days, utilization and average daily revenue.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years ended December 31,

 

 

 

 

 

 

 

 

 

 

 

 

2008

 

 

 

2007

 

 

 

Change

 

 

 

% Change

 

 

 

 

(In millions, except day amounts and percentages)

 

 

 

 

 

 

Revenue earning days

 

 

 

44,761

 

 

 

 

28,074

 

 

 

 

16,687

 

 

 

59

%

Utilization

 

 

 

90

%

 

 

 

90

%

 

 

 

n/a

 

 

 

n/m

 

Average daily revenue

 

 

$

240,300

 

 

 

$

211,900

 

 

 

$

28,400

 

 

 

13

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contract drilling revenues

 

 

$

10,756

 

 

 

$

5,948

 

 

 

$

4,808

 

 

 

81

%

Contract drilling intangible revenues

 

 

 

690

 

 

 

 

88

 

 

 

 

602

 

 

 

n/m

 

Other revenues

 

 

 

1,228

 

 

 

 

341

 

 

 

 

887

 

 

 

n/m

 

 

 

 

 

12,674

 

 

 

 

6,377

 

 

 

 

6,297

 

 

 

99

%

Operating and maintenance expense

 

 

 

(5,355

)

 

 

 

(2,781

)

 

 

 

(2,574

)

 

 

93

%

Depreciation, depletion and amortization

 

 

 

(1,436

)

 

 

 

(499

)

 

 

 

(937

)

 

 

n/m

 

General and administrative expense

 

 

 

(199

)

 

 

 

(142

)

 

 

 

(57

)

 

 

40

%

Impairment loss

 

 

 

(320

)

 

 

 

 

 

 

 

(320

)

 

 

n/m

 

Gain (loss) from disposal of assets, net

 

 

 

(7

)

 

 

 

284

 

 

 

 

(291

)

 

 

n/m

 

Operating income

 

 

 

5,357

 

 

 

 

3,239

 

 

 

 

2,118

 

 

 

65

%

Other income (expense), net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

 

32

 

 

 

 

30

 

 

 

 

2

 

 

 

7

%

Interest expense, net of amounts capitalized

 

 

 

(469

)

 

 

 

(172

)

 

 

 

(297

)

 

 

n/m

 

Loss on retirement of debt

 

 

 

(3

)

 

 

 

(8

)

 

 

 

5

 

 

 

63

%

Other, net

 

 

 

26

 

 

 

 

295

 

 

 

 

(269

)

 

 

(91)

%

Income tax expense

 

 

 

(743

)

 

 

 

(253

)

 

 

 

(490

)

 

 

n/m

 

Minority interest

 

 

 

2

 

 

 

 

 

 

 

 

2

 

 

 

n/m

 

Net income

 

 

$

4,202

 

 

 

$

3,131

 

 

 

$

1,071

 

 

 

34

%

________________________________

"n/a" means not applicable.

"n/m" means not meaningful.

 

 

- 45 -



 


 

Contract drilling revenues increased primarily as a result of the inclusion of an additional $3,575 million in contract drilling revenues from GlobalSantaFe's operations and higher average daily revenue across the fleet. Partially offsetting these increases were lower revenues of $405 million on 27 rigs that were out of service for a portion of 2008 for shipyard, mobilization or maintenance and repair projects and lower revenues of $40 million from two rigs sold during 2007.

Contract drilling intangible revenues of $690 million were recognized in 2008, as a result of the amortization of the fair market valuation of GlobalSantaFe's drilling contracts in effect at the time of the Merger, compared to $88 million recognized in 2007.

Other revenues for the year ended December 31, 2008 increased primarily due to a $795 million increase in combined drilling management services revenue and oil and gas revenue as a result of the inclusion of GlobalSantaFe's operations, a $76 million increase in client reimbursable revenue and a $16 million increase in integrated services and other revenue.

Operating and maintenance expenses increased primarily due to the inclusion of GlobalSantaFe's operations. Other contributing factors included estimated expenses of $51 million related to dropped riser, higher labor costs due to scheduled pay increases, vendor price increases that resulted in higher rig maintenance costs and higher costs associated with the number of rigs out of service for shipyard or maintenance projects during the period.

Depreciation, depletion and amortization increased primarily due to the inclusion of GlobalSantaFe's operations and included $826 million of depreciation of property and equipment acquired in the Merger, $39 million of depletion of intangible costs from our oil and gas properties and $13 million of amortization of intangible assets from our drilling management services.

The increase in general and administrative expenses was due primarily to $28 million related to the inclusion of GlobalSantaFe's operations and a $31 million increase in general operating costs partially offset by $2 million related to personnel expenses.

In 2008, we recorded a $320 million impairment loss. The loss includes charges in the amount of $176 million, $97 million and $47 million to goodwill, assets held for sale and other intangible assets, respectively. There was no comparable activity in 2007.

During 2008, we recognized a net loss of $7 million related to rig sales and the disposal of other assets. During 2007, we recognized net gains of $284 million related to rig sales and disposal of other assets.

The increase in interest income was primarily due to higher average cash balances in 2008 compared to 2007.

The increase in interest expense was primarily attributable to $274 million of interest expense on additional borrowings under our credit facilities and $104 million of interest expense resulting from the issuance of new debt during 2008. In addition, $32 million of the increase was from debt assumed in the Merger, including $15 million from debt due to affiliates. Partially offsetting this increase were reductions of $72 million due to debt repaid during 2008 and $38 million related to increased capitalized interest during 2008.

During 2008, we recognized a $3 million loss related to the early termination of the Bridge Loan Facility. During 2007, we recognized an $8 million loss related to the early termination of $12.8 billion aggregate principal amount of our debt.

The decrease in other, net was primarily due to a $259 million decrease of income related to the TODCO tax sharing agreement, including the final settlement received in 2008, and a $23 million decrease related to royalty payments. We also recognized a loss on short-term investments of $16 million associated with our proportional interest in the debt instruments of Lehman Holdings held by The Reserve. Partially offsetting the decrease in other, net were proceeds of $17 million related to the termination of the sale agreement for Transocean Nordic. In addition, we had a $5 million increase in equity in earnings of unconsolidated affiliates and a $7 million decrease in foreign exchange loss compared to 2007.

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. There is no expected relationship between the provision for income taxes and income before income taxes. The annual effective tax rate for 2008 and 2007 was 14.0 percent and 12.5 percent, respectively, based on 2008 and 2007 income before income taxes and minority interest after adjusting for certain items such as a portion of net gains on sales of assets, impairment losses, losses on retirement of debt and merger-related costs. 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. The tax impact of the various discrete items was a net tax benefit of $5 million in 2008, resulting in an effective tax rate of 15.0 percent on earnings before income taxes and minority interest. The discrete items in 2008 included an expense of $24 million primarily resulting from changes in prior year estimates, offset by a benefit of $17 million related to impairment losses, $6 million of bad debt write offs, $3 million related to inventory obsolescence, $2 million of losses on our investments in the Reserve Funds and $1 million from merger-related costs. The discrete items in 2007 included a benefit of $43 million resulting from changes in prior year estimates, $58 million for the reduction of a valuation allowance related to U.S. foreign tax credits and $15 million from merger-related costs.

Business Combination

The purchase price allocation for the merger with GlobalSantaFe included, at estimated fair value, current assets of $2.1 billion, drilling and other property and equipment of $12.3 billion, intangible assets of $368 million, other assets of $170 million and the assumption of current liabilities of $636 million, long-term debt of $576 million and other long-term liabilities of $2.3 billion. The excess of the purchase price over the estimated fair value of net assets acquired was $6.1 billion, which has been accounted for as goodwill.

 

 

- 46 -



 


Our historical financial operating results for 2007 include approximately one month of operating results for the combined company. Although the Merger did not materially impact 2007 results, it had a significant impact on our 2008 results and is expected to have a significant impact on our future results of operations and financial condition. See Notes to Consolidated Financial Statements—Note 3—Business Combinations.

Historical 2007 compared to 2006

Following is an analysis of our operating results. See "—Overview" for a definition of revenue earning days, utilization and average daily revenue.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Years ended December 31,

 

 

 

 

 

 

 

 

 

2007

 

 

2006

 

 

Change

 

 

% Change

 

 

(In millions, except day amounts and percentages)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue earning days

 

28,074

 

 

 

26,361

 

 

 

1,713

 

 

6

%

Utilization

 

90

%

 

 

84

%

 

 

n/a

 

 

6

%

Average daily revenue

$

211,900

 

 

$

142,100

 

 

$

69,800

 

 

49

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contract drilling revenues

$

5,948

 

 

$

3,745

 

 

$

2,203

 

 

59

%

Contract intangible revenues

 

88

 

 

 

 

 

 

88

 

 

n/m

 

Other revenues

 

341

 

 

 

137

 

 

 

204

 

 

n/m

 

 

 

6,377

 

 

 

3,882

 

 

 

2,495

 

 

64

%

Operating and maintenance expense

 

(2,781

)

 

 

(2,155

)

 

 

(626

)

 

29

%

Depreciation, depletion and amortization

 

(499

)

 

 

(401

)

 

 

(98

)

 

24

%

General and administrative expense

 

(142

)

 

 

(90

)

 

 

(52

)

 

58

%

Gain from disposal of assets, net

 

284

 

 

 

405

 

 

 

(121

)

 

(30)

%

Operating income

 

3,239

 

 

 

1,641

 

 

 

1,598

 

 

97

%

Other income (expense), net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

30

 

 

 

21

 

 

 

9

 

 

43

%

Interest expense, net of amounts capitalized

 

(172

)

 

 

(115

)

 

 

(57

)

 

50

%

Loss on retirement of debt

 

(8

)

 

 

 

 

 

(8

)

 

n/m

 

Other, net

 

295

 

 

 

60

 

 

 

235

 

 

n/m

 

Income tax expense

 

(253

)

 

 

(222

)

 

 

(31

)

 

14

%

Net income

$

3,131

 

 

$

1,385

 

 

$

1,746

 

 

n/m

 

________________________________

"n/a" means not applicable.

"n/m" means not meaningful.

 

Contract drilling revenues increased primarily due to higher average daily revenue across the fleet and as a result of the inclusion of approximately one month of GlobalSantaFe's operations. Revenues from 14 rigs that were out of service for a portion of 2006 contributed $648 million, higher revenues attributable to the Merger contributed $344 million and reactivation of three rigs during 2006 contributed to higher utilization and increased revenue by $245 million. Partially offsetting these increases were lower revenues of $113 million on eight rigs that were out of service for a portion of 2007 for shipyard, mobilization or maintenance projects and lower revenues of $19 million from three rigs sold in 2007.

Contract drilling intangible revenues of $88 million were recognized as a result of the fair market valuation of GlobalSantaFe drilling contracts in effect at the time of the Merger with no corresponding revenue in the prior year.

Other revenues for the year ended December 31, 2007 increased $204 million primarily due to an increase of $143 million in integrated services revenue, a $49 million increase in non-drilling revenue primarily as a result of the inclusion of approximately one month of GlobalSantaFe's operations and a $11 million increase in client reimbursable revenue.

Operating and maintenance expenses increased by $626 million primarily from expenses related to higher labor costs, vendor price increases, increased integrated service costs of $127 million, higher reimbursable expenses in line with the higher level of reimbursable revenues, $151 million as a result of the inclusion of approximately one month of GlobalSantaFe's operations and $59 million of accelerated share-based compensation and incremental bonus expense incurred as a result of the Merger. These increases were partially offset by the costs incurred in 2006 of $81 million for the reactivation of three of our rigs with no corresponding expense in 2007 and $19 million of costs incurred to repair damage sustained during hurricanes Katrina and Rita in 2006 with no corresponding expense in 2007.

 

 

- 47 -



 


Depreciation, depletion and amortization increased primarily due to the inclusion of approximately one month of GlobalSantaFe's operations and included $81 million of depreciation of property and equipment, $7 million of amortization of intangible assets from our drilling management services and $4 million of depletion of intangible costs from our oil and gas properties.

The increase in general and administrative expenses was due primarily to $45 million higher personnel related expenses, which included $14 million of accelerated share-based compensation expense and $6 million of incremental bonus expense incurred as a result of the Merger, and $4 million from the inclusion of approximately one month of GlobalSantaFe's operations. In addition, there was a $6 million increase in general operating costs, which included rent, utilities, advertising and public relations expenses.

During 2007, we recognized net gains of $284 million related to rig sales and disposal of other assets. During 2006, we recognized net gains of $405 million related to rig sales and disposal of other assets.

The increase in interest income was primarily due to higher average cash balances in 2007 compared to 2006.

The increase in interest expense was primarily attributable to $63 million of interest expense resulting from the issuance of new debt, of which $43 million was from borrowings under the Bridge Loan Facility executed in conjunction with the Merger. In addition, $3 million was debt assumed in connection with the Merger and $47 million was from higher borrowings under our other credit facilities in 2007, compared to 2006. Partially offsetting this increase was $59 million related to increased capitalized interest in 2007 compared to 2006.

During 2007, we recognized an $8 million loss related to the early termination of $12.8 billion aggregate principal amount of our debt, with no comparable activity in 2006.

The increase in other, net was primarily due to $277 million in income recognized in 2007 in connection with the TODCO Tax Sharing Agreement compared to $51 million recognized in 2006.

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. There is no expected relationship between the provision for income taxes and income before income taxes. The annual effective tax rate for 2007 and 2006 was 12.5 percent and 18.5 percent, respectively, based on 2007 and 2006 income before income taxes and minority interest after adjusting for certain items such as a portion of net gains on sales of assets, losses on retirement of debt and merger-related costs. 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. The tax impact of the various discrete items was a net benefit of $113 million in 2007, resulting in an effective tax rate of 7.5 percent on earnings before income taxes and minority interest. The discrete items in 2007 included a benefit of $43 million resulting from changes in prior year estimates, $58 million for the reduction of a valuation allowance related to U.S. foreign tax credits and $15 million from merger-related costs. For the year ended December 31, 2006, the tax impact of the various discrete period tax items, which related to the net gains on rig sales and changes in prior year tax estimates, was a net expense of $10 million, resulting in an effective tax rate of 13.8 percent on earnings before income taxes and minority interest.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements. This discussion should be read in conjunction with disclosures included in the notes to our consolidated financial statements related to estimates, contingencies and new accounting pronouncements. Significant accounting policies are discussed in our Notes to Consolidated Financial Statements—Note 2—Summary of Significant Accounting Policies.

The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to bad debts, materials and supplies obsolescence, investments, property and equipment, intangible assets and goodwill, income taxes, workers insurance, share-based compensation, pensions and other post-retirement and employment benefits and contingent liabilities. 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 values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

We consider the following to be our most critical accounting policies. We have discussed each of these critical accounting policies and estimates with the audit committee of our board of directors.

Income taxes—We are a Swiss corporation that operates 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 operations are conducted and income is earned. The countries in which we operate have taxation regimes with varying nominal rates, deductions, credits and other tax attributes. There is no expected relationship between the provision for or benefit from income taxes and income or loss before income taxes because the countries have taxation regimes that vary not only with respect to the nominal tax rate, but also in terms of the availability of deductions, credits and other benefits. 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 and evaluation of our annual tax provision and tax positions involves the interpretation of the tax laws in the various jurisdictions in which we operate 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. Changes in tax laws, regulations, agreements, and treaties, foreign currency exchange restrictions or our level of operations or profitability in each jurisdiction would impact our tax liability in any given year. We also operate in many jurisdictions where the tax laws relating to the offshore drilling industry are not well developed. While 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 jurisdictions of operation. Our annual tax provision includes the impact of income tax provisions and benefits for changes to liabilities that we consider appropriate, as well as related interest. Tax exposure items primarily include potential challenges to permanent establishment positions, intercompany pricing, disposition transactions and the applicability or rate of various withholding taxes. 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 conclude a revision of past estimates is appropriate. We are currently undergoing examinations in a number of taxing jurisdictions for various fiscal years. We believe that an appropriate liability has been established for estimated exposures. However, actual results may differ materially from these estimates. We review these liabilities quarterly and to the extent the audits or other events result in an adjustment to the liability accrued for a prior year, the effect will be recognized in the period of the event.

We do not believe it is possible to reasonably estimate the potential impact of changes to the assumptions and estimates identified because the resulting change to our tax liability, if any, is dependent on numerous factors which cannot be reasonably estimated. These 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 impartiality of the local courts; and the potential for changes in the tax paid to one country to either produce, or fail to produce, an offsetting tax change in other countries.

Judgment, assumptions and estimates are required in determining whether deferred tax assets will be realized in full or in part. When it is estimated to be more likely than not that all or some portion of specific deferred tax assets, such as foreign tax credit carryovers or net operating loss carryforwards, will not be realized, a valuation allowance must be established for the amount of the deferred tax assets that are considered at the time to be unrealizable. Resulting from a change of circumstances in 2007, we believe that we will realize the benefits of our foreign tax credits in the U.S. As such, we released the entire associated valuation allowance against U.S. foreign tax credits of approximately $58 million. There were no significant changes to our valuation allowance against deferred tax assets in 2008. See "Results of Operations—Historical 2008 compared to 2007" and "Results of Operations—Historical 2007 compared to 2006." We continually evaluate strategies that could allow for the future utilization of our deferred tax assets.

We have not provided for deferred taxes on the unremitted earnings of certain subsidiaries that are permanently reinvested. Should we make a distribution from the unremitted earnings of these subsidiaries, we may be required to record additional taxes. Because we cannot predict when, if at all, we will make a distribution of these unremitted earnings, we are unable to make a determination of the amount of unrecognized deferred tax liability.

We have not provided for deferred taxes in circumstances where we expect that, due to the structure of operations and applicable law, the operations in that jurisdiction will not give rise to future tax consequences. Should our expectations change regarding the expected future tax consequences, we may be required to record additional deferred taxes that could have a material effect on our consolidated statement of financial position, results of operations or cash flows.

Goodwill—We had approximately $8.1 billion of goodwill recorded on our consolidated balance sheet as of December 31, 2008. We conduct impairment testing for our goodwill annually as of October 1 and more frequently when an event occurs or circumstances change that may indicate a reduction in the fair value of a reporting unit below its carrying value. We test goodwill at the reporting unit level, which is defined as an operating segment or a component of an operating segment that constitutes a business for which financial information is available and is regularly reviewed by management. We have determined that our reporting units for this purpose are (1) contract drilling services, (2) drilling management services and (3) oil and gas properties.

To determine the fair value of each reporting unit, we use a combination of generally accepted valuation methodologies, including both income and market approaches. For our contract drilling services reporting unit, we estimate the fair market value using discounted cash flows and publicly traded company multiples. We discount projected cash flows using a long-term 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. To develop the projected cash flows associated with our contract drilling services reporting unit, which are based on estimated future utilization and dayrates, we consider key factors that include assumptions regarding future commodity prices, credit market uncertainties and the effect these factors may have on our contract drilling operations and the capital expenditure budgets of our customers. We derive publicly traded company multiples for companies with operations similar to our reporting units using information on shares traded on stock exchanges and, when they are available, from analyses of recent acquisitions in the marketplace. For our drilling management services reporting unit, we estimate fair market value using estimated discounted cash flows based on assumptions for future commodity prices, projected demand for our services, rig availability and dayrates. In determining the fair value of our oil and gas properties reporting unit, we use a reserves analysis, which is a form of the market approach that considers the changes in the commodity prices.

Because our business is cyclical in nature, the results of our impairment testing is expected to vary significantly depending on the timing of the performance of the assessment in relation to the business cycle. Altering either the timing of or the assumptions used in the calculations could result in estimating a reporting unit fair value that is significantly below the carrying value, which may give rise to an impairment of goodwill.

 

 

- 48 -



 

 


In calculating the fair values of our reporting units for our annual and interim impairment tests performed in the fourth quarter of 2008, we applied discount rates of nine percent and 13 percent and terminal growth rates of three percent and zero percent to our contract drilling services reporting unit and drilling management services reporting unit, respectively. As a result of our tests, we recorded an impairment of goodwill associated with our drilling management services reporting unit. Furthermore, we performed sensitivity analyses of our valuations assuming a hypothetical three percent increase in the discount rate and a hypothetical 10 percent decrease in our projected cash flows. Applying these hypothetical assumptions to the impairment testing performed during the fourth quarter of 2008 would not have resulted in an impairment of goodwill associated with our contract drilling services reporting unit.

Property and equipment—Property and equipment represents approximately 59 percent of our total assets. We determine the carrying value of these assets based on our property and equipment accounting policies, which incorporate our estimates, assumptions, and judgments relative to capitalized costs, useful lives and salvage values of our rigs.

Our policies are designed to appropriately and consistently capitalize costs incurred to enhance, improve and extend the useful lives of our assets and expense those costs incurred to repair and maintain the existing condition of our rigs. Capitalized costs increase the carrying values and depreciation expense of the related assets, which would also impact our results of operations.

We depreciate our assets over their estimated useful lives, which we determine by applying assumptions and judgments that reflect both historical experience and expectations regarding future operations, utilization and asset performance. The use of different estimates, assumptions and judgments in establishing the useful lives of our rigs would likely result in materially different net book values of our assets and results of operations.

Useful lives of rigs are difficult to estimate due to a variety of factors, including technological advances that impact the methods or cost of oil and gas exploration and development, changes in market or economic conditions, and changes in laws or regulations affecting the drilling industry. We evaluate the remaining useful lives of our rigs when certain events occur that directly impact our assessment of the remaining useful lives of the rig and include changes in operating condition, functional capability and market and economic factors. We also consider major capital upgrades required to perform certain contracts and the long-term impact of those upgrades on the future marketability when assessing the useful lives of individual rigs. A one-year increase in the useful lives of all of our rigs would cause a decrease in our annual depreciation expense of approximately $162 million while a one-year decrease would cause an increase in our annual depreciation expense of approximately $182 million.

We review our property and equipment for impairment when events or changes in circumstances indicate that the carrying value of such assets or asset groups may be impaired or when reclassifications are made between property and equipment and assets held for sale as prescribed by Statement of Financial Accounting Standards ("SFAS") No. 144, Accounting for Impairment or Disposal of Long-Lived Assets. Some of the potential indicators include rapid declines in commodity prices and related market conditions, actual or expected declines in utilization or increases in idle time, cancellations of contracts or credit concerns of multiple clients.

Supply and demand are the key drivers of rig utilization and our ability to contract our rigs at economical rates. During periods of an oversupply, it is not uncommon for us to have rigs idled for extended periods of time, which could indicate that an asset group may be impaired. 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 one that is more lucrative and undersupplied when it is economical to do so. As such, our rigs are considered to be interchangeable within classes or asset groups and accordingly, we perform our impairment evaluation by asset group. We consider our asset groups to be Ultra-Deepwater Floaters, Deepwater Floaters, Harsh Environment Floaters, Midwater Floaters, High-Specification Jackups, Standard Jackups and Other Rigs.

We assess asset impairment using estimated undiscounted cash flows for the assets being evaluated by applying assumptions regarding future operations, market conditions, dayrates, utilization and idle time. An impairment loss is recorded in the period in which it is determined that the aggregate carrying amount of assets within an asset group is not recoverable. The evaluation requires us to make judgments regarding long-term forecasts of future revenues and costs. In turn, these forecasts are uncertain in that they require assumptions about demand for our services, future market conditions and technological developments. Significant and unanticipated changes to these assumptions could require a provision for impairment in a future period. Given the nature of these evaluations and their application to specific asset groups and specific times, it is not possible to reasonably quantify the impact of changes in these assumptions.

Fair value of assets acquired—We accounted for the Merger using the purchase method of accounting as defined under SFAS No. 141, Business Combinations, and the cost in excess of fair value of the net assets acquired is capitalized as goodwill. We estimated the fair values of the assets acquired and liabilities assumed as of the date of the Merger, and these estimates were subject to adjustment based on our final assessments of the fair values of property and equipment, intangible assets, liabilities and our evaluation of tax positions and contingencies. These assessments were completed within one year of the date of the Merger. See Notes to Consolidated Financial Statements—Note 3—Business Combination.

Our estimates of fair value of property and equipment were subjective based on the age and condition of rigs acquired and the determination of the remaining useful lives of the rigs. We estimated the fair values of rigs acquired based on input from a third-party broker, and values were appraised based on perceptions of potential buyers and sellers in the market, which generally renders a low trading volume of rigs in the secondary market. The valuation of a rig and our estimate of the remaining useful life can also vary based on the rig design, condition and particular equipment configuration. It can be difficult to determine the fair value based on the cyclicality of our business, demand for offshore drilling rigs in different markets and changes in economic conditions.

 

 

- 49 -



 


In connection with the Merger, we acquired drilling contracts for future contract drilling services at fixed dayrates that may have been above or below market dayrates for similar contracts as of the date of the Merger. We adjusted these drilling contracts to fair value based on the discounted cash flow associated with each contract and the estimated market expectations for dayrates that could be charged over the same contractual terms. The market for drilling contracts is limited, identifying comparable contract rates in the market and determining the fair value is subjective, and the assumptions used to estimate market value and the discounted cash flow associated with the contract can affect the assigned value. These assumptions include differences in capabilities of rigs, cost differentials between locations for similar rigs, cost escalations or tax reimbursements that may or may not be included in the dayrate and assumptions about rig efficiency. Differences in estimated market values of the contracts could have a material impact on the amortization of the contract intangible recognized in contract intangible revenues on our consolidated statement of operations.

Pension and other postretirement benefits—Our defined benefit pension and other postretirement benefit (retiree life insurance and medical benefits) obligations and the related benefit costs are accounted for in accordance with SFAS No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R) ("SFAS 158"), SFAS No. 87, Employers' Accounting for Pensions ("SFAS 87") and SFAS No. 106, Employers' Accounting for Postretirement Benefits Other than Pensions. Pension and postretirement costs and obligations are actuarially determined and are affected by assumptions including expected return on plan assets, discount rates, compensation increases, employee turnover rates and health care cost trend rates. We evaluate our assumptions periodically and make adjustments to these assumptions and the recorded liabilities as necessary.

Two of the most critical assumptions are the expected long-term rate of return on plan assets and the assumed discount rate. We periodically evaluate our assumptions regarding the estimated long-term rate of return on plan assets based on historical experience and future expectations on investment returns, which are calculated by our third-party investment advisor utilizing the asset allocation classes held by the plans' portfolios. As of January 1, 2009, based on market conditions and investment strategies, we did not change our expected long-term rate of return for our U.S. plans of 8.5 percent. For determining the discount rate for our U.S. plans, we utilize a yield curve approach based on Aa corporate bonds and the expected timing of future benefit payments. Changes in these and other assumptions used in the actuarial computations could impact our projected benefit obligations, pension liabilities, pension expense and other comprehensive income. We base our determination of pension expense on a market-related valuation of assets that reduces year-to-year volatility. This market-related valuation recognizes investment gains or losses over a five-year period from the year in which they occur. Investment gains or losses for this purpose are 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.

For each percentage point the expected long-term rate of return assumption is lowered, pension expense would increase by approximately $8 million. For each one-half percentage point the discount rate is lowered, pension expense would increase by approximately $14 million. See "—Retirement Plans and Other Postemployment Benefits."

Contingent liabilities—We establish reserves for estimated loss contingencies when we believe a loss is probable and the amount of the loss can be reasonably estimated. Our contingent liability reserves relate primarily to litigation, personal injury claims and potential tax assessments (see "—Income Taxes"). Revisions to contingent liability reserves are reflected in income in the period in which different facts or information become known or circumstances that affect our previous assumptions with respect to the likelihood or amount of loss change. Reserves for contingent liabilities are based upon our assumptions and estimates regarding the probable outcome of the matter. Should the outcome differ from our assumptions and estimates or other events result in a material adjustment to the accrued estimated reserves, revisions to the estimated reserves for contingent liabilities would be required and would be recognized in the period the new information becomes known.

The estimation of the liability for personal injury claims includes the application of a loss development factor to reserves for known claims in order to estimate our ultimate liability for claims incurred during the period. The loss development method is based on the assumption that historical patterns of loss development will continue in the future. Actual losses may vary from the estimates computed with these reserve development factors as they are dependent upon future contingent events such as court decisions and settlements.

Retirement Plans and Other Postemployment Benefits

Defined benefit pension plans—We maintain two qualified defined benefit pension plans, one of which we assumed in connection with the Merger (the "Retirement Plans"), covering substantially all U.S. employees. We also maintain two unfunded plans (the "Supplemental Benefit Plans"), one of which we assumed in connection with the Merger along with two additional unfunded benefit plans (the "Other Supplemental Benefit Plans"). One of the Other Supplemental Benefit Plans provides certain eligible employees with benefits in excess of those allowed under the Retirement Plans and the other provides benefits to eligible non-U.S. employees. We assumed three defined benefit pension plans (two funded and one unfunded) in connection with the R&B Falcon merger and one unfunded defined benefit plan in connection with the Merger (the "Frozen Plans"), all of which were frozen prior to the respective mergers and for which benefits no longer accrue but the pension obligations have not been fully distributed.. We refer to the Retirement Plans, the Supplemental Benefit Plans, the Other Supplemental Benefit Plans and the Frozen Plans, collectively, as the "U.S. Plans". Effective January 1, 2009, we merged the two Retirement Plans into a single qualified defined benefit pension plan, and we combined the two Supplemental Benefit Plans into a single supplemental benefit plan.

In connection with the Merger, we amended the Supplemental Benefit Plans to provide employees terminated under a severance plan with age, earnings and service benefits ("Severance Credits") described in the Severance Plan, as defined below, and similar severance arrangements. The Supplemental Benefit Plans provide Severance Credits for the period of time following termination during which severance is paid (the "Salary Continuation Period"). Alternatively, to provide the value of the Severance Credits to an eligible employee who receives severance in a lump sum, the Severance Credits are granted for the period of time over which the lump sum would have been paid had it been paid as salary continuation (the "Severance Continuation Period Equivalent"). The amended Supplemental Benefit Plans also provide for a lump-sum form of payment within 90 days after a participant's termination of employment and a six-month delay on benefits payable to "specified employees" under Section 409A of the Internal Revenue Code.

 

 

- 50 -



 


In connection with the Merger, we also assumed a defined benefit plan in the U.K. (the "U.K. Plan") covering certain current and former legacy GlobalSantaFe employees in the U.K.

In addition, we provide several defined benefit plans, primarily group pension schemes with life insurance companies covering our Norway operations and two unfunded plans covering certain of our employees and former employees (the "Norway Plans"). Our contributions to the Norway Plans are determined primarily by the respective life insurance companies based on the terms of the plan. For the insurance-based plans, annual premium payments are considered to represent a reasonable approximation of the service costs of benefits earned during the period. We also have unfunded defined benefit plans (the "Other Plans") that provide retirement and severance benefits for certain of our Indonesian, Nigerian and Egyptian employees. The benefits we provide under defined benefit pension plans are comprised of the U.S. Plans, the Norway Plans, the Other Plans and the U.K. Plan (collectively, the "Transocean Plans").

We account for the Transocean Plans in accordance with SFAS 87, as amended by SFAS 158. These accounting standards require us to calculate our pension expense and liabilities using assumptions based on a market-related valuation of assets, which reduces year-to-year volatility using actuarial assumptions. Changes in these assumptions can result in different expense and liability amounts, and future actual experience can differ from these assumptions.

In accordance with SFAS 87, changes in pension obligations and assets may not be immediately recognized as pension costs in the statement of operations but generally are recognized in future years over the remaining average service period of plan participants. As such, significant portions of pension costs recorded in any period may not reflect the actual level of benefit payments provided to plan participants.

Two of the most critical assumptions used in calculating our pension expense and liabilities are the expected long-term rate of return on plan assets and the assumed discount rate. Our expected long-term rate of return on plan assets for funded U.S. Plans was 8.5 percent and 9.0 percent as of December 31, 2008 and 2007, respectively. The expected long-term rate of return on plan assets was developed by reviewing each plan's target asset allocation and asset class long-term rate of return expectations. We regularly review our actual asset allocation and periodically rebalance plan assets as appropriate. For the U.S. Plans, we discounted our future pension obligations using a rate of 5.4 percent at December 31, 2008 and 6.1 percent at December 31, 2007.

We expect pension expense related to the Transocean Plans for 2009 to increase by approximately $33 million primarily due to the significant decline in the aggregate fair value of plan assets held by the trust, partly offset by a change in the demographic assumptions for future periods and plan asset growth realized in 2008.

Future changes in plan asset returns, assumed discount rates and various other factors related to the pension plans will impact our future pension expense and liabilities. We cannot predict with certainty what these factors will be in the future.

 

 

- 51 -



 


 

 

U.S.
Plans

 

U.K.
Plan

 

Norway
Plans

 

Other
Plans

 

Total Transocean Plans

 

 

 

Accumulated Benefit Obligation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2008

 

$

763

 

$

160

 

$

56

 

$

4

 

$

983

 

 

 

At December 31, 2007

 

 

669

 

 

207

 

 

58

 

 

5

 

 

939

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Projected Benefit Obligation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2008

 

$

899

 

$

171

 

$

73

 

$

7

 

$

1,150

 

 

 

At December 31, 2007

 

 

757

 

 

228

 

 

71

 

 

9

 

 

1,065

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value of Plan Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2008

 

$

455

 

$

152

 

$

56

 

$

 

$

663

 

 

 

At December 31, 2007

 

 

632

 

 

247

 

 

60

 

 

 

 

939

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Funded Status

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2008

 

$

(444

)

$

(19

)

$

(17

)

$

(7

)

$

(487

)

 

 

At December 31, 2007

 

 

(125

)

 

19

 

 

(11

)

 

(9

)

 

(126

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Periodic Benefit Cost

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2008

 

$

29

 

$

3

 

$

9

 

$

3

 

$

44

 

(

a)

Year ended December 31, 2007

 

 

16

 

 

1

 

 

8

 

 

2

 

 

27

 

(

a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in Accumulated Other Comprehensive Income

Year ended December 31, 2008

 

$

338

 

$

36

 

$

6

 

$

(1

)

$

379

 

 

 

Year ended December 31, 2007

 

 

21

 

 

 

 

(9

)

 

 

 

12

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Employer Contributions

Year ended December 31, 2008

 

$

60

 

$

7

 

$

7

 

$

 

$

74

 

 

 

Year ended December 31, 2007

 

 

14

 

 

1

 

 

6

 

 

1

 

 

22

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-Average Assumptions

– Benefit Obligations

Discount rate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2008

 

 

5.40

%

 

6.25

%

 

4.50

%

 

15.61

%

 

5.57

%

(

b)

At December 31, 2007

 

 

6.13

%

 

5.90

%

 

5.30

%

 

12.90

%

 

6.07

%

(

b)

Rate of compensation increase

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2008

 

 

4.21

%

 

4.25

%

 

4.50

%

 

12.10

%

 

4.28

%

(

b)

At December 31, 2007

 

 

4.58

%

 

4.40

%

 

4.50

%

 

11.17

%

 

4.57

%

(

b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

- 52 -



 


 

 

U.S.
Plans

 

U.K.
Plan

 

Norway
Plans

 

Other
Plans

 

Total Transocean Plans

 

 

 

Weighted-Average Assumptions

– Net Periodic Benefit Cost

Discount rate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2008

 

 

6.14

%

 

5.90

%

 

5.30

%

 

13.84

%

 

6.09

%

(

b)

Year ended December 31, 2007

 

 

5.95

%

 

5.90

%

 

4.80

%

 

13.27

%

 

5.90

%

(

b)

Expected long-term rate of return on plan assets

Year ended December 31, 2008

 

 

8.50

%

 

7.50

%

 

6.00

%

 

 

 

8.08

%

(

c)

Year ended December 31, 2007

 

 

9.00

%

 

7.50

%

 

5.40

%

 

 

 

8.40

%

(

c)

Rate of compensation increase

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2008

 

 

4.57

%

 

4.40

%

 

4.50

%

 

12.10

%

 

4.59

%

(

b)

Year ended December 31, 2007

 

 

4.58

%

 

4.40

%

 

4.00

%

 

11.17

%

 

4.59

%

(

b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

________________________________

(a)

Pension costs were reduced by expected returns on plan assets of $74 million and $26 million for the years ended December 31, 2008 and 2007, respectively.

(b)

Weighted-average based on relative average projected benefit obligation for the year.

(c)

Weighted-average based on relative average fair value of plan assets for the year.

 

For the funded U.S. Plans, our funding policy consists of reviewing the funded status of these plans annually and contributing an amount at least equal to the minimum contribution required under the Employee Retirement Income Security Act of 1974 ("ERISA"). Employer contributions to the funded U.S. Plans are based on actuarial computations that establish the minimum contribution required under ERISA and the maximum deductible contribution for income tax purposes. We contributed $60 million and $14 million to the funded U.S. Plans during 2008 and 2007, respectively. We contributed less than $1 million to the unfunded U.S. Plans during each of 2008 and 2007 to fund benefit payments. Our contributions to the Transocean Plans in 2008 and 2007 were funded from our cash flows from operations.

Plan assets of the funded Transocean Plans have been unfavorably impacted by a decline in world equity markets during 2008, given the allocation of approximately 59.7 percent of plan assets to equity securities. To a lesser extent, debt securities and other investments also experienced decreased values. During 2008, the market value of the investments in the Transocean Plans decreased by $276 million, or 29.4 percent, which is due to net investment losses of $196 million, primarily in the funded U.S. Plans, resulting from the unfavorable performance of equity markets in 2008, benefit plan payments of $82 million and $75 million of unfavorable foreign currency exchange rate changes. The Transocean Plans made employee contributions of $74 million and participants contributed $3 million in 2008. We expect to contribute $88 million to the Transocean Plans in 2009. These contributions are comprised of an estimated $65 million to meet minimum funding requirements for the funded U.S. Plans, $7 million to fund expected benefit payments for the unfunded U.S. Plans and Other Plans, $11 million for the funded Norway Plans and $5 million for the U.K. Plan. We expect to fund the required contributions with cash flow from operations.

The following pension benefits payments are expected to be paid by the Transocean Plans (in millions):

Years ending December 31,

 

 

 

2009

 

$

40

 

2010

 

 

39

 

2011

 

 

44

 

2012

 

 

44

 

2013

 

 

47

 

2014-2018

 

 

286

 

 

Postretirement benefits other than pensions—We have several unfunded contributory and noncontributory other postretirement employee benefits ("OPEB") plans, including one that we assumed in connection with the Merger, covering substantially all of our U.S. employees. Funding of benefit payments for plan participants will be made as costs are incurred. Net periodic benefit cost for these other postretirement plans and their components, including service cost, interest cost, amortization of prior service cost and recognized net actuarial losses were $3 million and less than $2 million for the years ended December 31, 2008 and 2007, respectively. The postretirement benefits payments are expected to be approximately $3 million in each of 2009, 2010 and 2011.

 

 

- 53 -



 


Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements as of December 31, 2008.

Related Party Transactions

Pacific Drilling Limited—We hold a 50 percent equity interest in TPDI, a British Virgin Islands joint venture company formed by us and Pacific Drilling, a Liberian company, to own two ultra-deepwater drillships to be named Dhirubhai Deepwater KG1 and Dhirubhai Deepwater KG2, which are currently under construction. Beginning on October 18, 2010, Pacific Drilling will have the right to exchange its interest in the joint venture for our shares or cash at a purchase price based on an appraisal of the fair value of the drillships, subject to various adjustments.

At February 20, 2009, TPDI had outstanding promissory notes in the aggregate amount of $222 million, of which $111 million is due to Pacific Drilling and is included in long-term debt in our consolidated balance sheet.

Overseas Drilling Limited—We own a 50 percent interest in Overseas Drilling Limited ("ODL"), an unconsolidated Liberian joint venture company. ODL owns the Joides Resolution, for which we provide certain operational and management services. In 2008, we earned $2 million for those services. Siem Offshore Inc. owns the other 50 percent interest in ODL. A former director of Transocean-Cayman, Kristian Siem, is the chairman of Siem Offshore Inc. and is also a director and officer of ODL. Mr. Siem is also chairman and chief executive officer of Siem Industries, Inc., which owns an approximate 34 percent interest in Siem Offshore Inc.

In November 2005, we entered into a loan agreement with ODL pursuant to which we may borrow up to $8 million. ODL may demand repayment at any time upon five business days prior written notice given to us and any amount due to us from ODL may be offset against the loan amount at the time of repayment. As of February 20, 2009, no amounts were outstanding under this loan agreement.

New Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board ("FASB") issued SFAS No. 157, Fair Value Measurements ("SFAS 157"). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements, but rather provides guidance for the application of fair value measurements required in other accounting pronouncements and seeks to eliminate inconsistencies in the application of such guidance among those other standards. SFAS 157 is effective for fiscal years beginning after November 15, 2007. In February 2008, the FASB issued FASB Staff Position ("FSP") No. FAS 157-2, Effective Date of FASB Statement No. 157, which delays the effective date of SFAS 157 to fiscal years beginning after November 15, 2008, for nonfinancial assets and nonfinancial liabilities except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). In the first quarter 2008, we adopted those provisions of SFAS 157 that were unaffected by the delay. Such adoption did not have a material effect on our consolidated statement of financial position, results of operations or cash flows. In October 2008, the FASB issued FSP No. FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active ("FSP 157-3"), which clarifies the application of SFAS 157 when the market is not active. We adopted FSP 157-3 as of September 30, 2008, which did not have a material effect on our consolidated statement of financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements ("SFAS 160"). SFAS 160 establishes accounting and reporting standards for noncontrolling interests, also known as minority interests, in a subsidiary and for the deconsolidation of a subsidiary. It requires that a noncontrolling interest in a subsidiary be reported as equity in the consolidated financial statements and requires that consolidated net income attributable to the parent and to the noncontrolling interests be shown separately on the face of the income statement. SFAS 160 is effective for fiscal years beginning after December 15, 2008. We will be required to adopt SFAS 160 in the first quarter of 2009. We do not expect the adoption of SFAS 160 to have a material effect on our consolidated statement of financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations ("SFAS 141R"). SFAS 141R replaces SFAS No. 141, Business Combinations and, among other things, (1) changes previous guidance so as to require that primarily all acquired assets, liabilities, minority interest and certain contingencies be measured at fair value, (2) broadens the scope of business combinations to include all transactions in which one entity gains control over one or more other businesses and (3) requires costs incurred to effect the acquisition (acquisition-related costs) and anticipated restructuring costs of the acquired company to be recognized separately from the acquisition. SFAS 141R applies prospectively to business combinations for which the acquisition date occurs in fiscal years beginning after December 15, 2008. We will be required to adopt the principles of SFAS 141R with respect to business combinations occurring on or after January 1, 2009 and with respect to certain income tax matters related to previous business combinations. Due to the prospective application requirement, we are unable to determine the effect, if any, that the adoption of SFAS 141R will have on our consolidated statement of financial position, results of operations or cash flows.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 ("SFAS 161"). SFAS 161 changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (1) how and why an entity uses derivative instruments, (2) how derivative instruments and related hedged items are accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"), and its related interpretations, and (3) how derivative instruments and related hedged items affect an entity's financial position, financial performance and cash flows. SFAS 161 is effective for fiscal years beginning after November 15, 2008. We will be required to adopt SFAS 161 in the first quarter of 2009. Because of our limited use of derivative instruments, we do not expect the adoption of SFAS 161 to have a significant impact on our consolidated statement of financial position, results of operations or cash flows.

 

 

- 54-



 


 

In April 2008, the FASB issued FSP No. 142-3, Determination of the Useful Life of Intangible Assets ("FSP FAS 142-3"). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets. FSP FAS 142-3 is effective for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years, requiring prospective application to intangible assets acquired after the effective date. We will be required to adopt the principles of FSP FAS 142-3 with respect to intangible assets acquired on or after January 1, 2009. Due to the prospective application requirement, we are unable to determine the effect, if any, that the adoption of FSP FAS 142-3 will have on our consolidated statement of financial position, results of operations or cash flows.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles ("SFAS 162"), which identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with accounting principles generally accepted in the U.S. SFAS 162 shall be effective 60 days following the SEC's approval of certain amendments to auditing standards proposed by the Public Company Accounting Oversight Board. We do not expect the adoption of SFAS 162 to have an effect on our consolidated statement of financial position, results of operations or cash flows.

In May 2008, the FASB also issued FSP No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) ("FSP APB 14-1"), which requires the issuer of certain convertible debt instruments to separately account for the liability and equity components of the instrument and reflect interest expense at the entity's market rate of borrowing for non-convertible debt instruments. FSP APB 14-1 requires retrospective restatement of all periods presented with the cumulative effect of the change in accounting principle on prior periods being recognized as of the beginning of the first period presented. The adoption of FSP APB 14-1 will have an effect on the accounting, both retrospectively and prospectively, for our Convertible Notes. Aside from a reduction of debt balances and an increase to shareholders' equity on our consolidated balance sheets for each period presented, we expect the retrospective application of FSP APB 14-1 will result in a non-cash increase to our annual historical interest expense, net of amounts capitalized, of approximately $9 million and $172 million for 2007 and 2008, respectively. Additionally, we expect that the adoption will result in a non-cash increase to our projected annual interest expense, net of amounts expected to be capitalized, of approximately $176 million, $206 million and $151 million for 2009, 2010 and 2011, respectively.

In June 2008, the FASB ratified the consensus on Emerging Issues Task Force ("EITF") Issue No. 07-5, "Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity's Own Stock" ("EITF 07-5"). An instrument or embedded feature that is both indexed to an entity's own stock and potentially settled in shares may be exempt, if certain other criteria are met, from mark-to-market accounting of derivative financial instruments. EITF 07-5 addresses instruments with contingent and other adjustment features that may change the exercise price or notional amount or otherwise alter the payoff at settlement. We have both warrants and convertible notes outstanding that are exercisable or convertible into our shares. We do not expect EITF 07-5, which is effective for fiscal years beginning after December 15, 2008, to have a material effect on our consolidated statement of financial position, results of operations or cash flows after adoption.

In June 2008, the FASB issue FSP EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities ("FSP EITF 03-6-1"). FSP EITF 03-6-1 clarifies that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends participate in undistributed earnings with common shareholders. Awards of this nature are considered participating securities and the two-class method of computing basic and diluted earnings per share must be applied. FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008. We do not expect the adoption of FSP EITF 03-6-1 to have a material effect on our consolidated statement of financial position, results of operations or cash flows.

In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities ("FSP FAS 140-4 and FIN 46R-8"). FSP FAS 140-4 and FIN 46R-8 require public entities to provide additional disclosures about transfers of financial assets as an amendment to FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. Additionally, FSP FAS 140-4 and FIN 46R-8 require additional disclosures about a sponsor's involvement with variable interest entities as an amendment to FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities. FSP FAS 140-4 and FIN 46R-8 are effective for periods ending after December 15, 2008. We have adopted the principles of FSP FAS 140-4 and FIN 46R-8 and have included such additional disclosures in the notes to our financial statements for the year ended December 31, 2008. Our adoption of these standards did not have an effect on our consolidated statement of financial position, results of operations or cash flows.

In December 2008, the FASB issued FSP No. FAS 132(R)-1, Employers' Disclosures about Postretirement Benefit Plan Assets ("FSP FAS 132R-1"), which provides additional guidance regarding required disclosures for plan assets of a defined benefit pension or other postretirement plan. FSP FAS 132R-1 is effective for fiscal years ending after December 15, 2009. We will be required to adopt the principles of FSP FAS 132R-1 in the fourth quarter of 2009 and intend to include the additional disclosures in the notes to our financial statements for the year ending December 31, 2009. We do not expect the adoption to have a material effect on our consolidated statement of financial position, results of operations or cash flows.

 

 

- 55 -



 


ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to our long-term and short-term debt. The table below presents scheduled debt maturities in U.S. dollars and related weighted-average interest rates for each of the years ended December 31 relating to debt obligations as of December 31, 2008 (in millions, except interest rate percentages):

 

 

 

Scheduled Maturity Date (a) (b)

 

 

Fair Value

 

 

 

2009

 

 

2010

 

 

2011

 

 

2012

 

 

2013

 

 

Thereafter

 

 

Total

 

 

12/31/08

 

Total debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed rate

 

$

1

 

 

$

2,200

 

 

$

2,366

 

 

$

2,200

 

 

$

751

 

 

$

3,317

 

 

$

10,835

 

 

$

9,496

 

Average interest rate

 

 

5.8

%

 

 

1.6

%

 

 

1.9

%

 

 

1.5

%

 

 

5.2

%

 

 

6.8

%

 

 

3.5

%

 

 

 

 

Variable rate

 

$

663

 

 

$

2,000

 

 

$

65

 

 

$

27

 

 

$

28

 

 

$

559

 

 

$

3,342

 

 

$

3,342

 

Average interest rate

 

 

5.8

%

 

 

5.0

%

 

 

3.8

%

 

 

3.8

%

 

 

3.8

%

 

 

3.2

%

 

 

4.8

%

 

 

 

 

________________________________

(a)

Maturity dates of the face value of our debt assume the put options on the Series A Notes, the Series B Notes and the Series C Notes will be exercised in December 2010, December 2011 and December 2012, respectively.

(b)

Expected maturity amounts are based on the face value of debt.

 

At December 31, 2008, we had approximately $3 billion of variable rate debt at face value (24 percent of total debt at face value). This variable rate debt primarily represented issuances outstanding under the Program and borrowings under the Term Loan. At December 31, 2007, we had approximately $6 billion of variable debt outstanding represented by the Floating Rate Notes and borrowings under the Bridge Loan Facility and the Former 364-Day Revolving Credit Facility. Based upon the December 31, 2008 and 2007 variable rate debt outstanding amounts, a one percentage point change in interest rates would result in a corresponding change in interest expense of approximately $33 million and $64 million, respectively. In addition, a large part of our cash investments would earn commensurately higher rates of return if interest rates increase. Using December 31, 2008 and 2007 cash investment levels, a one percentage point change in interest rates would result in a corresponding change in interest income of approximately $4 million and $8 million per year, respectively.

The fair market value of our debt at December 31, 2008 was $12.8 billion compared to $17.9 billion at December 31, 2007. The decrease in fair value of $5.1 billion was primarily due to the repayment of debt during the year, as well as changes in the corporate bond market.

In connection with the Merger, we acquired GSF Jack Ryan, which is subject to a fully defeased financing lease arrangement with a remaining term of 12 years. As a result, we have assumed the rights and obligations under the terms of the defeasance arrangement executed by GlobalSantaFe with three financial institutions, whereby we are required to make additional payments if the defeasance deposit does not earn a rate of return of at least 8.00 percent per year, the interest rate expected at the inception of the agreement. The defeasance deposit earns interest based on the British pound three-month LIBOR, which was 2.82 percent as of December 31, 2008. If the interest rate were to remain fixed at this rate for the next five years, we would be required to make an additional payment of approximately $15 million during that period. We do not expect that, if required, any additional payments made under this defeasance arrangement would be material to our statement of financial position, results of operations or cash flows.

Foreign Exchange Risk

Our international operations expose us to foreign exchange risk. We use a variety of techniques to minimize the exposure to foreign exchange risk, including customer contract payment terms and the possible use of foreign exchange derivative instruments. Our primary foreign exchange 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 anticipated local currency requirements 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 foreign exchange needs may vary from those anticipated in the customer contracts, resulting in partial exposure to foreign exchange risk. Fluctuations in foreign currencies typically have not had a material impact on our overall results. In situations where payments of local currency do not equal local currency requirements, foreign exchange derivative instruments, specifically foreign exchange forward contracts, or spot purchases, may be used to mitigate foreign currency risk. A foreign exchange forward contract obligates us to exchange predetermined amounts of specified foreign currencies at specified exchange rates on specified dates or to make an equivalent U.S. dollar payment equal to the value of such exchange. We do not enter into derivative transactions for speculative purposes. At December 31, 2008, we had no open foreign exchange derivative contracts.

 

 

- 56 -



 


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(f) and 15d-15(f) 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 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, 2008. In making this assessment, management used the criteria for internal control over financial reporting described in Internal Control–Integrated Framework by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). 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, 2008, the Company's internal control over financial reporting was effective.

 

 

- 57 -



 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ON INTERNAL CONTROL OVER FINANCIAL REPORTING

 

The Board of Directors and Shareholders of Transocean Ltd.

 

We have audited Transocean Ltd.'s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Transocean Ltd.'s 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. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, 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. as of December 31, 2008 and 2007, and the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2008 and our reported dated February 24, 2009 expressed an unqualified opinion thereon.

 

/s/ Ernst & Young LLP

Houston, Texas

February 24, 2009

 

 

- 58 -



 

 


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 as of December 31, 2008 and 2007, and the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2008. 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 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, 2008 and 2007, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2008, 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.

 

As discussed in Note 5 to the consolidated financial statements, effective January 1, 2007, the Company adopted FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement 109. Also discussed in Note 16, effective December 31, 2006, the Company adopted Statement of Financial Accounting Standards No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R).

 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Transocean Ltd.'s internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 24, 2009 expressed an unqualified opinion thereon.

 

/s/ Ernst & Young LLP

Houston, Texas

February 24, 2009

 

 

- 59-



 


TRANSOCEAN LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(In millions, except per share data)

 

 

 

 

Years ended December 31,

 

 

 

 

2008

 

 

2007

 

 

2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

Contract drilling revenues

 

 

$

10,756

 

 

$

5,948

 

 

$

3,745

 

Contract drilling intangible revenues

 

 

 

690

 

 

 

88

 

 

 

 

Other revenues

 

 

 

1,228

 

 

 

341

 

 

 

137

 

 

 

 

 

12,674

 

 

 

6,377

 

 

 

3,882

 

Costs and expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating and maintenance

 

 

 

5,355

 

 

 

2,781

 

 

 

2,155

 

Depreciation, depletion and amortization

 

 

 

1,436

 

 

 

499

 

 

 

401

 

General and administrative

 

 

 

199

 

 

 

142

 

 

 

90

 

 

 

 

 

6,990

 

 

 

3,422

 

 

 

2,646

 

Impairment loss

 

 

 

(320

)

 

 

 

 

 

 

Gain (loss) from disposal of assets, net

 

 

 

(7

)

 

 

284

 

 

 

405

 

Operating income

 

 

 

5,357

 

 

 

3,239

 

 

 

1,641

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense), net

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

 

32

 

 

 

30

 

 

 

21

 

Interest expense, net of amounts capitalized

 

 

 

(469

)

 

 

(172

)

 

 

(115

)

Loss on retirement of debt

 

 

 

(3

)

 

 

(8

)

 

 

 

Other, net

 

 

 

26

 

 

 

295

 

 

 

60

 

 

 

 

 

(414

)

 

 

145

 

 

 

(34

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income tax expense and minority interest

 

 

 

4,943

 

 

 

3,384

 

 

 

1,607

 

Income tax expense

 

 

 

743

 

 

 

253

 

 

 

222

 

Minority interest

 

 

 

(2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

$

4,202

 

 

$

3,131

 

 

$

1,385

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

$

13.20

 

 

$

14.65

 

 

$

6.32

 

Diluted

 

 

$

13.09

 

 

$

14.14

 

 

$

6.10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

 

318

 

 

 

214

 

 

 

219

 

Diluted

 

 

 

321

 

 

 

222

 

 

 

228

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes.

 

- 60 -



 


TRANSOCEAN LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

(In millions)

 

 

 

Years ended December 31,

 

 

 

2008

 

 

 

2007

 

 

 

2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

4,202

 

 

 

$

3,131

 

 

 

$

1,385

 

Other comprehensive income (loss), net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minimum pension liability adjustments, net of tax expense
of $9 for the year ended December 31, 2006

 

 

 

 

 

 

 

 

 

 

16

 

Defined benefit pension and other postretirement employee
benefit adjustments, net of tax benefit of $9 and $2 for
the years ended December 31, 2007 and 2006, respectively

 

 

(374

)

 

 

 

(12

)

 

 

 

 

Other

 

 

(4

)

 

 

 

 

 

 

 

 

Other comprehensive income (loss)

 

 

(378

)

 

 

 

(12

)

 

 

 

16

 

Total comprehensive income

 

$

3,824

 

 

 

$

3,119

 

 

 

$

1,401

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See accompanying notes.

 

- 61 -



 


TRANSOCEAN LTD. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In millions, except share data)

 

 

 

December 31,

 

 

 

2008

 

 

 

2007

 

ASSETS

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

963

 

 

 

$

1,241

 

Short-term investments

 

 

333

 

 

 

 

 

Accounts receivable, net

 

 

 

 

 

 

 

 

 

Trade

 

 

2,798

 

 

 

 

2,209

 

Other

 

 

66

 

 

 

 

161

 

Materials and supplies, net

 

 

432

 

 

 

 

333

 

Deferred income taxes, net

 

 

63

 

 

 

 

119

 

Assets held for sale

 

 

464

 

 

 

 

 

Other current assets

 

 

230

 

 

 

 

233

 

Total current assets

 

 

5,349

 

 

 

 

4,296

 

 

 

 

 

 

 

 

 

 

 

Property and equipment

 

 

25,802

 

 

 

 

24,545

 

Less accumulated depreciation

 

 

4,975

 

 

 

 

3,615

 

Property and equipment, net

 

 

20,827

 

 

 

 

20,930

 

Goodwill

 

 

8,128

 

 

 

 

8,219

 

Other assets

 

 

867

 

 

 

 

919

 

Total assets

 

$

35,171

 

 

 

$

34,364

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

914

 

 

 

$

805

 

Accrued income taxes

 

 

317

 

 

 

 

99

 

Debt due within one year

 

 

664

 

 

 

 

6,172

 

Other current liabilities

 

 

806

 

 

 

 

826

 

Total current liabilities

 

 

2,701

 

 

 

 

7,902

 

 

 

 

 

 

 

 

 

 

 

Long-term debt

 

 

13,522

 

 

 

 

11,085

 

Deferred income taxes, net

 

 

666

 

 

 

 

681

 

Other long-term liabilities

 

 

1,755

 

 

 

 

2,125

 

Total long-term liabilities

 

 

15,943

 

 

 

 

13,891

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

Minority interest

 

 

3

 

 

 

 

5

 

 

 

 

 

 

 

 

 

 

 

Preference shares, none authorized, issued and outstanding at December 31, 2008; preference shares $0.10 par value, 50,000,000 shares authorized, none issued and outstanding at December 31, 2007

 

 

 

 

 

 

 

Shares, CHF 15.00 par value, 502,852,947 authorized, 167,617,649 contingently authorized, 335,235,298 issued and 319,262,113 outstanding at December 31, 2008; ordinary shares, $0.01 par value, 800,000,000 shares authorized, 317,222,909 shares issued and outstanding at December 31, 2007

 

 

4,444

 

 

 

 

3

 

Additional paid-in capital

 

 

6,492

 

 

 

 

10,799

 

Accumulated other comprehensive loss

 

 

(420

)

 

 

 

(42

)

Retained earnings

 

 

6,008

 

 

 

 

1,806

 

Total shareholders' equity

 

 

16,524

 

 

 

 

12,566

 

Total liabilities and shareholders' equity

 

$

35,171

 

 

 

$

34,364

 

 

See accompanying notes.

 

 

- 62 -



 


TRANSOCEAN LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

(In millions)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

Retained

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

other

 

 

 

earnings

 

 

 

 

 

 

 

 

Shares

 

 

 

paid-in

 

 

 

comprehensive

 

 

 

(accumulated

 

 

 

Total

 

 

 

Shares

 

 

 

Amount

 

 

 

capital

 

 

 

income (loss)

 

 

 

deficit)

 

 

 

equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2005

 

227

 

 

 

$

2

 

 

 

$

10,566

 

 

 

$

(20

)

 

 

$

(2,566

)

 

 

$

7,982

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,385

 

 

 

 

1,385

 

Repurchase of shares

 

(25

)

 

 

 

 

 

 

 

(2,600

)

 

 

 

 

 

 

 

 

 

 

 

(2,600

)

Issuance of shares
under share-based compensation plans

 

3

 

 

 

 

 

 

 

 

70

 

 

 

 

 

 

 

 

 

 

 

 

70

 

Share-based compensation expense

 

 

 

 

 

 

 

 

 

20

 

 

 

 

 

 

 

 

 

 

 

 

20

 

Minimum pension liability

 

 

 

 

 

 

 

 

 

 

 

 

 

16

 

 

 

 

 

 

 

 

16

 

Adjustment to initially apply SFAS 158, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

(26

)

 

 

 

 

 

 

 

(26

)

Other, net

 

 

 

 

 

 

 

 

 

(11

)

 

 

 

 

 

 

 

 

 

 

 

(11

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2006

 

205

 

 

 

 

2

 

 

 

 

8,045

 

 

 

 

(30

)

 

 

 

(1,181

)

 

 

 

6,836

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,131

 

 

 

 

3,131

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

(12

)

 

 

 

 

 

 

 

(12

)

Repurchase of shares

 

(4

)

 

 

 

 

 

 

 

(400

)

 

 

 

 

 

 

 

 

 

 

 

(400

)

Issuance of shares upon conversion
of convertible debentures and notes

 

4

 

 

 

 

 

 

 

 

414

 

 

 

 

 

 

 

 

 

 

 

 

414

 

Issuance of shares
under share-based compensation plans

 

4

 

 

 

 

 

 

 

 

65

 

 

 

 

 

 

 

 

 

 

 

 

65

 

Share-based compensation expense

 

 

 

 

 

 

 

 

 

78

 

 

 

 

 

 

 

 

 

 

 

 

78

 

Excess tax benefit
for share-based compensation plans

 

 

 

 

 

 

 

 

 

70

 

 

 

 

 

 

 

 

 

 

 

 

70

 

Exchange of shares and share-based compensation in business combination

 

108

 

 

 

 

1

 

 

 

 

12,385

 

 

 

 

 

 

 

 

 

 

 

 

12,386

 

Reclassification of ordinary shares

 

 

 

 

 

 

 

 

 

(9,859

)

 

 

 

 

 

 

 

 

 

 

 

(9,859

)

Adjustment to initially apply FIN 48, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(144

)

 

 

 

(144

)

Other, net

 

 

 

 

 

 

 

 

 

1

 

 

 

 

 

 

 

 

-

 

 

 

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2007

 

317

 

 

 

 

3

 

 

 

 

10,799

 

 

 

 

(42

)

 

 

 

1,806

 

 

 

 

12,566

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,202

 

 

 

 

4,202

 

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

(378

)

 

 

 

 

 

 

 

(378

)

Issuance of shares
under share-based compensation plans

 

2

 

 

 

 

 

 

 

 

62

 

 

 

 

 

 

 

 

 

 

 

 

62

 

Share-based compensation expense

 

 

 

 

 

 

 

 

 

64

 

 

 

 

 

 

 

 

 

 

 

 

64

 

Excess tax benefit
for share-based compensation plans

 

 

 

 

 

 

 

 

 

10

 

 

 

 

 

 

 

 

 

 

 

 

10

 

Cancellation of ordinary shares
in Redomestication Transaction

 

(319

)

 

 

 

(3

)

 

 

 

3

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares in Redomestication Transaction

 

319

 

 

 

 

4,444

 

 

 

 

(4,444

)

 

 

 

 

 

 

 

 

 

 

 

 

Other, net

 

 

 

 

 

 

 

 

 

(2

)

 

 

 

 

 

 

 

 

 

 

 

(2

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2008

 

319

 

 

 

$

4,444

 

 

 

$

6,492

 

 

 

$

(420

)

 

 

$

6,008

 

 

 

$

16,524

 

 

See accompanying notes.

 

- 63 -



 


TRANSOCEAN LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

 

 

 

 

 

Years ended December 31,

 

 

 

 

 

2008

 

 

 

2007

 

 

 

2006

 

Cash flows from operating activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

$

4,202

 

 

 

$

3,131

 

 

 

$

1,385

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of drilling contract intangibles

 

 

 

 

(690

)

 

 

 

(88

)

 

 

 

 

Depreciation, depletion and amortization

 

 

 

 

1,436

 

 

 

 

499

 

 

 

 

401

 

Share-based compensation expense

 

 

 

 

64

 

 

 

 

78

 

 

 

 

20

 

Excess tax benefit from share-based compensation plans

 

 

 

 

(10

)

 

 

 

(70

)

 

 

 

(7

)

(Gain) loss from disposal of assets, net

 

 

 

 

7

 

 

 

 

(284

)

 

 

 

(405

)

Impairment of short-term investments

 

 

 

 

16

 

 

 

 

 

 

 

 

 

Impairment loss

 

 

 

 

320

 

 

 

 

 

 

 

 

 

Deferred revenue, net

 

 

 

 

11

 

 

 

 

52

 

 

 

 

52

 

Deferred expenses, net

 

 

 

 

(115

)

 

 

 

(55

)

 

 

 

(109

)

Deferred income taxes

 

 

 

 

8

 

 

 

 

(40

)

 

 

 

(23

)

Other, net

 

 

 

 

31

 

 

 

 

22

 

 

 

 

(13

)

Changes in operating assets and liabilities

 

 

 

 

(321

)

 

 

 

(172

)

 

 

 

(64

)

Net cash provided by operating activities

 

 

 

 

4,959

 

 

 

 

3,073

 

 

 

 

1,237

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

 

 

(2,208

)

 

 

 

(1,380

)

 

 

 

(876

)

Business combination

 

 

 

 

 

 

 

 

(5,129

)

 

 

 

 

Cash balances acquired in business combination

 

 

 

 

 

 

 

 

695

 

 

 

 

 

Proceeds from disposal of assets, net

 

 

 

 

348

 

 

 

 

379

 

 

 

 

461

 

Short-term investments

 

 

 

 

(408

)

 

 

 

 

 

 

 

 

Proceeds from maturities of short-term investments

 

 

 

 

59

 

 

 

 

 

 

 

 

 

Joint ventures and other investments, net

 

 

 

 

13

 

 

 

 

(242

)

 

 

 

 

Net cash used in investing activities

 

 

 

 

(2,196

)

 

 

 

(5,677

)

 

 

 

(415

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in short-term borrowings, net

 

 

 

 

(837

)

 

 

 

1,500

 

 

 

 

 

Proceeds from debt

 

 

 

 

2,661

 

 

 

 

24,095

 

 

 

 

2,000

 

Repayments of debt

 

 

 

 

(4,893

)

 

 

 

(12,033

)

 

 

 

(300

)

Financing costs

 

 

 

 

(24

)

 

 

 

(106

)

 

 

 

(5

)

Repurchase of shares

 

 

 

 

 

 

 

 

(400

)

 

 

 

(2,601

)

Payment to shareholders for Reclassification

 

 

 

 

(1

)

 

 

 

(9,859

)

 

 

 

 

Proceeds from (payments for) exercise of warrants, net

 

 

 

 

(7

)

 

 

 

40

 

 

 

 

 

Proceeds from share-based compensation plans, net

 

 

 

 

51

 

 

 

 

72

 

 

 

 

69

 

Excess tax benefit from share-based compensation plans

 

 

 

 

10

 

 

 

 

70

 

 

 

 

7

 

Other, net

 

 

 

 

(1

)

 

 

 

(1

)

 

 

 

30

 

Net cash provided by (used in) financing activities

 

 

 

 

(3,041

)

 

 

 

3,378

 

 

 

 

(800

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

 

 

 

(278

)

 

 

 

774

 

 

 

 

22

 

Cash and cash equivalents at beginning of period

 

 

 

 

1,241

 

 

 

 

467

 

 

 

 

445

 

Cash and cash equivalents at end of period

 

 

 

$

963

 

 

 

$

1,241

 

 

 

$

467

 

 

 

See accompanying notes.

 

- 64 -



 


TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

Note 1—Nature of Business and Principles of Consolidation

Nature of 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. Our mobile offshore drilling fleet is considered one of the most modern and versatile fleets in the world. Specializing in technically demanding sectors of the offshore drilling business with a particular focus on deepwater and harsh environment drilling services, we contract our drilling rigs, related equipment and work crews primarily on a dayrate basis to drill oil and gas wells. At December 31, 2008, we owned, had partial ownership interests in or operated 136 mobile offshore drilling units. As of this date, our fleet consisted of 39 High-Specification Floaters (Ultra-Deepwater, Deepwater and Harsh Environment semisubmersibles and drillships), 28 Midwater Floaters, 10 High-Specification Jackups, 55 Standard Jackups and four Other Rigs. We also have 10 Ultra-Deepwater Floaters under construction or contracted for construction (see Note 7—Drilling Fleet Expansion and Upgrades).

We also provide oil and gas drilling management services, drilling engineering and drilling project management services, and we participate in oil and gas exploration and production activities. Drilling management services are provided through Applied Drilling Technology Inc., our wholly owned subsidiary, and through ADT International, a division of one of our U.K. subsidiaries (together, "ADTI"). ADTI conducts drilling management services primarily on either a dayrate or a completed-project, fixed-price (or "turnkey") basis. Oil and gas properties consist of exploration, development and production activities performed by Challenger Minerals Inc. and Challenger Minerals (North Sea) Limited (together, "CMI"), our oil and gas subsidiaries.

On January 31, 2001, we completed a merger transaction with R&B Falcon Corporation ("R&B Falcon"). At the time of the merger, R&B Falcon operated a diverse global drilling rig fleet consisting of drillships, semisubmersibles, jackup rigs and other units including the Gulf of Mexico Shallow and Inland Water segment fleet. R&B Falcon and the Gulf of Mexico Shallow and Inland Water segment later became known as TODCO (together with its subsidiaries and predecessors, unless the context requires otherwise, "TODCO") and the TODCO segment, respectively. In preparation for the initial public offering discussed below, we transferred all assets and subsidiaries out of TODCO that were unrelated to the TODCO segment. In February 2004, we completed an initial public offering (the "TODCO IPO") of approximately 23 percent of TODCO's outstanding shares of its common stock. In September 2004, December 2004 and May 2005, respectively, we completed additional public offerings of TODCO common stock. In June 2005, we completed a sale of our remaining TODCO common stock pursuant to Rule 144 under the Securities Act of 1933, as amended.

In November 2007, we completed our merger transaction (the "Merger") with GlobalSantaFe Corporation ("GlobalSantaFe"). Immediately prior to the effective time of the Merger, each of Transocean-Cayman's outstanding ordinary shares was reclassified by way of a scheme of arrangement under Cayman Islands law into (1) 0.6996 Transocean-Cayman ordinary shares and (2) $33.03 in cash (the "Reclassification" and, together with the Merger, the "GSF Transactions"). At the effective time of the Merger, each outstanding ordinary share of GlobalSantaFe (the "GlobalSantaFe Ordinary Shares") was exchanged for (1) 0.4757 Transocean-Cayman ordinary shares (after giving effect to the Reclassification) and (2) $22.46 in cash. We have included the financial results of GlobalSantaFe in our consolidated financial statements beginning November 27, 2007, the date GlobalSantaFe Ordinary Shares were exchanged for Transocean-Cayman's ordinary shares.

In December 2008, Transocean Ltd. completed a transaction pursuant to an Agreement and Plan of Merger among Transocean Ltd., Transocean Inc., which was our former parent holding company, and Transocean Cayman Ltd., a company organized under the laws of the Cayman Islands that was a wholly-owned subsidiary of Transocean Ltd., pursuant to which Transocean Inc. merged by way of schemes of arrangement under Cayman Islands law with Transocean Cayman Ltd., with Transocean Inc. as the surviving company (the "Redomestication Transaction"). In the Redomestication Transaction, Transocean Ltd. issued one of its shares in exchange for each ordinary share of Transocean Inc. In addition, Transocean Ltd. issued 16 million of its shares to Transocean Inc. for future use to satisfy Transocean Ltd.'s obligations to deliver shares in connection with awards granted under our incentive plans, warrants or other rights to acquire shares of Transocean Ltd. The Redomestication Transaction effectively changed the place of incorporation of our parent holding company from the Cayman Islands to Switzerland. As a result of the Redomestication Transaction, Transocean Inc. became a direct, wholly-owned subsidiary of Transocean Ltd. In connection with the Redomestication Transaction, we relocated our principal executive offices to Vernier, Switzerland. We refer to the Redomestication Transaction and the relocation of our principal executive offices together as the "Redomestication."

Principles of consolidation—We consolidate those investments that meet the criteria of a variable interest entity where we are deemed to be the primary beneficiary for accounting purposes and for entities in which we have a majority voting interest. Intercompany transactions and accounts are eliminated in consolidation. For investments in joint ventures and other entities that do not meet the criteria of a variable interest entity or where we are not deemed to be the primary beneficiary for accounting purposes of those entities that meet the variable interest entity criteria, we use the equity method of accounting if we have the ability to exercise significant influence over the unconsolidated affiliate. We use the cost method of accounting for investments in joint ventures and other entities if we do not have the ability to exercise significant influence over the unconsolidated affiliate.

In October 2007, we acquired a 50 percent interest in Transocean Pacific Drilling Inc. ("TPDI"), a British Virgin Islands joint venture company formed by us and Pacific Drilling Limited ("Pacific Drilling"), a Liberian company, to own and operate two ultra-deepwater drillships to be named Dhirubhai Deepwater KG1 and Dhirubhai Deepwater KG2, which are currently under construction. Since TPDI's equity at risk is insufficient to permit TPDI to carry on its activities without additional subordinated financial support, TPDI meets the criteria

 

 

- 65 -



 

 


 

TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

for a variable interest entity, and we have determined that we are the primary beneficiary for accounting purposes. As a result, we consolidate TPDI in our consolidated financial statements, intercompany transactions are eliminated and the interest that is not owned by us is presented as minority interest on our consolidated balance sheet. We provide construction management services for the newbuilds and have agreed to provide operating management services once the drillships begin operations. Beginning on October 18, 2010, Pacific Drilling will have the right to exchange its interest in the joint venture for our shares or cash at a purchase price based on an appraisal of the fair value of the drillships, subject to various adjustments.

In September 2008, we acquired a 65 percent interest in Angola Deepwater Drilling Company Limited ("ADDCL"), a Cayman Islands joint venture company formed to commission the construction, ownership and operation of the ultra-deepwater drillship to be named Discoverer Luanda. Angco Cayman Limited acquired the remaining 35 percent interest in ADDCL. Even though we do not have a majority voting interest over the operations of ADDCL, we have determined that ADDCL is a variable interest-entity for which we are the primary beneficiary for accounting purposes because its equity at risk is insufficient to enable ADDCL to carry on its activities without additional subordinated financial support from us. Accordingly, we consolidate ADDCL in our consolidated financial statements, intercompany transactions are eliminated and the interest that is not owned by us is presented as minority interest on our consolidated balance sheet. We provide construction management services for the newbuild and have agreed to provide operating management services once the drillship begins operations. Beginning on the fifth anniversary of the first well commencement date, Angco Cayman Limited will have the right to exchange its interest in the joint venture for cash at a purchase price based on an appraisal of the fair value of the drillship, subject to various adjustments.

We recognized investments in and advances to unconsolidated affiliates of $17 million and $15 million for the years ended December 31, 2008 and 2007, respectively, and reported these amounts in other assets in our consolidated balance sheet.

We recognized equity in earnings (losses) of unconsolidated affiliates of $2 million, $(2) million and $5 million for the years ended December 31, 2008, 2007 and 2006, respectively, and reported these amounts in other, net in our consolidated statement of operations.

Note 2—Summary of Significant Accounting Policies

Accounting estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and assumptions, including those related to bad debts, materials and supplies obsolescence, investments, goodwill and other intangible assets, and other long-lived assets, income taxes, share-based compensation, pensions and other postretirement benefits, other employment benefits and contingent liabilities. 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 values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from such estimates.

Cash and cash equivalents—Cash equivalents are highly liquid debt instruments with an original maturity of three months or less and may consist of time deposits with a number of commercial banks with high credit ratings, Eurodollar time deposits, certificates of deposit and commercial paper. We may also invest excess funds in no-load, open-end, management investment trusts ("management trusts"). The management trusts invest exclusively in high quality money market instruments. Cash equivalents are stated at cost plus accrued interest, which approximates fair value. We record restricted cash in other assets in our consolidated balance sheet. At December 31, 2008 and 2007, we had $8 million and $7 million, respectively, classified as restricted cash related to collateral for surety bonds to satisfy certain Venezuelan tax requirements.

Allowance for doubtful accounts—We establish reserves for doubtful accounts on a case-by-case basis when we believe the required payment of specific amounts owed is unlikely to occur. In establishing these reserves, we consider changes in the financial position of a major customer and restrictions placed on the conversion of local currency to U.S. dollars as well as disputes with our customers regarding the application of contract provisions to our drilling operations. This allowance was $114 million and $50 million at December 31, 2008 and 2007, respectively. Uncollectible accounts receivable are written off when a settlement is reached for an amount that is less than the outstanding historical balance or the balance is determined to be uncollectible. We derive a majority of our revenue from services to international oil companies and government-owned and government-controlled oil companies, and we do not generally require collateral or other security to support client receivables.

Materials and supplies—Materials and supplies are carried at average cost less an allowance for obsolescence. Such allowance was $49 million and $22 million at December 31, 2008 and 2007, respectively.

Property and equipment—Property and equipment, consisting primarily of offshore drilling rigs and related equipment, represented approximately 59 percent of our total assets at December 31, 2008. The carrying values of these assets are based on 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. We compute depreciation using the straight-line method after allowing for salvage values. Expenditures for renewals, replacements and improvements are capitalized. Maintenance and repairs are charged to operating expense as incurred. Upon sale or other disposition, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts and the net amount, less proceeds from disposal, is charged or credited to gain from disposal of assets, net.

 

 

 

-66 -

 

 


 

TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

Estimated original useful lives of our drilling units range from 18 to 35 years, reflecting maintenance history and market demand for these drilling units, buildings and improvements from 10 to 30 years and machinery and equipment from four to 12 years. From time to time, we may review the estimated remaining useful lives of our drilling units and may extend the useful life when events and circumstances indicate the drilling unit can operate beyond its original or current useful life. During the first quarter of 2006, we extended the useful life to 35 years for one rig, which previously had an estimated useful life of 30 years. During 2007, we extended the useful lives for six rigs, which previously had estimated useful lives of between 30 to 35 years, to between 35 and 45 years. During 2008, we extended the useful lives for five rigs, which previously had estimated useful lives of between 30 to 35 years, to between 34 and 50 years. We determined the years were appropriate for each of these rigs based on the then current contracts these rigs were operating under as well as the additional life-extending work, upgrades and inspections we performed on these rigs. In 2008, 2007 and 2006, the impact of the change in estimated useful life of these rigs was a reduction in depreciation expense of $6 million ($0.02 per diluted share), $25 million ($0.11 per diluted share) and $2 million ($0.01 per diluted share), respectively, which had no tax effect. During 2008, we also reduced the useful lives for four legacy GlobalSantaFe rigs, which previously had estimated useful lives of between eight and 16 years, to between three and nine years. We determined the useful lives were appropriate for each of these rigs based on the review of technical specification of the rigs and comparisons of remaining lives of comparable rigs in our fleet. In 2008, the impact of the change in estimated useful life of these rigs was an increase in depreciation expense of $46 million ($0.14 per diluted share), which had no tax effect.

Assets held for sale—Assets are classified as held for sale when we have a plan for disposal and those assets meet the held for sale criteria of Statement of Financial Accounting Standards ("SFAS") No. 144, Accounting for Impairment or Disposal of Long-Lived Assets. At December 31, 2008, we had assets held for sale in the amount $464 million that were included in current assets. At December 31, 2007, there were no assets held for sale.

Impairment of long-lived assets—We review the carrying value of long-lived assets, principally property and equipment, for potential impairment when events occur or circumstances change that indicate that the carrying value of such assets may not be recoverable. For property and equipment held and used, we determine recoverability by evaluating the undiscounted estimated future net cash flows of the related asset or asset group under review. We consider our asset groups to be Ultra-Deepwater Floaters, Deepwater Floaters, Harsh Environment Floaters, Midwater Floaters, High-Specification Jackups, Standard Jackups and Other Rigs. The estimated future net cash flows are based upon projected utilization and dayrates. For property and equipment held for sale, we record the asset at the lower of net book value or net realizable value. See Note 4—Impairment Loss.

Goodwill and other intangible assets— We conduct impairment testing for our goodwill annually as of October 1 and more frequently when an event occurs or circumstances change that may indicate a reduction in the fair value of a reporting unit below its carrying value. We test goodwill at the reporting unit level, which is defined as an operating segment or a component of an operating segment that constitutes a business for which financial information is available and is regularly reviewed by management. The impairment of goodwill is tested by comparing the reporting unit's carrying amount, including goodwill, to the fair value of the reporting unit. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and a second step is performed to measure the amount of the impairment loss, if any. Prior to the Merger, we operated in one operating segment, contract drilling services, which we considered to be our sole reporting unit. As a result of the Merger, we established two additional reporting units for this purpose: (1) drilling management services and (2) oil and gas properties. As a result of our testing in each of the years ended December 31, 2007 and 2006, we concluded that goodwill was not impaired. For the year ended December 31, 2008, we concluded that the goodwill of drilling management services was impaired. See Note 4—Impairment Loss and Note 9—Goodwill and Other Intangible Assets.

To determine the fair value of each reporting unit, we use a combination of generally accepted valuation methodologies, including both income and market approaches. For our contract drilling services reporting unit, we estimate the fair market value using estimated discounted cash flows and publicly traded company multiples. We discount projected cash flows using a long-term 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. To develop the projected cash flows associated with our contract drilling services reporting unit, which are based on estimated future utilization and dayrates, we consider key factors that include assumptions regarding future commodity prices, credit market uncertainties and the effect these factors may have on our contract drilling operations and the capital expenditure budgets of our customers. We derive publicly traded company multiples for companies with operations similar to our reporting units using information on shares traded on stock exchanges and, when they are available, from analyses of recent acquisitions in the marketplace. For our drilling management services reporting unit, we estimate fair market value using estimated discounted cash flows based on assumptions for future commodity prices, projected demand for our services, rig availability and dayrates. In determining the fair value of our oil and gas properties reporting unit, we use a reserves analysis, which is a form of the market approach that considers the changes in the commodity prices.

For intangible assets other than goodwill, we use generally accepted valuation methodologies that are appropriate for estimating the fair values of those assets. For example, we use a relief from royalty method to value trade names and an excess earnings method to value customer relationships, both of which apply the income approach.

Operating revenues and expenses—Operating revenues are recognized as earned, based on contractual daily rates or on a fixed price basis. In connection with drilling contracts, we may receive revenues for preparation and mobilization of equipment and personnel or for capital improvements to rigs. In connection with new drilling contracts, revenues earned and incremental costs incurred directly related to contract preparation and mobilization are deferred and recognized over the primary contract term of the drilling project

using the straight-line method. Our policy to amortize the fees related to contract preparation, mobilization and capital upgrades on a straight-line basis over the estimated firm period of drilling 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 account for loss contracts as the losses are incurred. Costs of relocating drilling units without contracts to more promising market areas are expensed as incurred. Upon completion of drilling contracts, any demobilization fees received are reported in income, as are any related expenses. Capital upgrade revenues received are deferred and recognized over the primary contract term of the drilling project. The actual cost incurred for the capital upgrade is depreciated over the estimated useful life of the asset. We incur periodic survey and drydock costs in connection with obtaining regulatory certification to operate our rigs on an ongoing basis. Costs associated with these certifications are deferred and amortized on a straight-line basis over the period until the next survey.

Contract drilling intangible revenues—In connection with the Merger, we acquired drilling contracts for future contract drilling services of GlobalSantaFe. These contracts include fixed dayrates and are at dayrates that may have been above or below dayrates as of the date of the Merger for similar contracts. We adjusted these drilling contracts to fair value as of the date of the Merger, and as a result, we recorded $67 million and $179 million in 2008 and 2007, respectively, in other assets and $593 million and $1.4 billion in 2008 and 2007, respectively, in other long-term liabilities on our consolidated balance sheet. We recognize the intangible revenues over the respective contract period, amortizing the balances using the straight-line method.

Other revenues—Our other revenues represent drilling management services revenues, integrated services revenues, oil and gas properties revenues, client reimbursable revenues and other miscellaneous revenues. For fixed-price contracts associated with our drilling management services, revenues and expenses are recognized on completion of the well and acceptance by the customer. Provisions for losses are made on contracts in progress when losses are anticipated. We refer to integrated services as those services we provide through third-party contractors and our employees under certain contracts that include well and logistics services in addition to our normal drilling services. We consider client reimbursable revenues to be billings to our client for reimbursement of certain equipment, materials and supplies, third-party services, employee bonuses and out-of-pocket expenses that we incur and recognize in operating and maintenance expense, which results in little or no effect on operating income.

Capitalized interest—We capitalize interest costs for qualifying construction and upgrade projects. We capitalized interest costs on construction work in progress of $114 million, $76 million and $16 million for the years ended December 31, 2008, 2007 and 2006, respectively.

Derivative instruments and hedging activities—We account for our derivative instruments and hedging activities in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. See Note 12—Interest Rate Swaps and Note 14—Financial Instruments and Risk Concentration.

Foreign currency—The majority of our revenues and expenditures are denominated in U.S. dollars to limit our exposure to foreign currency fluctuations, resulting in the use of the U.S. dollar as the functional currency for all of our operations. Foreign currency exchange gains and losses are primarily included in other income (expense) as incurred. We had net foreign currency exchange losses of $3 million, $10 million and $3 million for the years ended December 31, 2008, 2007 and 2006, respectively.

Income taxes—Income taxes have been provided based upon the tax laws and rates in effect in the countries in which operations are conducted and income is earned. There is 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. Deferred tax assets and liabilities are recognized 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. A valuation allowance for deferred tax assets is recorded when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. See Note 5—Income Taxes.

Share-based compensation—As of January 1, 2006, we adopted SFAS No. 123 (revised 2004), Share-Based Payment ("SFAS 123R") using the modified prospective method ("Prospective Method"), and the adoption did not have a material effect on our consolidated statement of financial position, results of operations or cash flows.

Share-based compensation expense for the years ended December 31 is as follows (in millions):

 

 

Years ended December 31,

 

 

 

2008

 

 

 

2007

 

 

 

2006

 

Share-based compensation expense

 

$

64

 

 

 

$

78

 

 

 

$

20

 

Income tax benefit on share-based compensation expense

 

 

(8

)

 

 

 

(9)

 

 

 

 

(2

)

 

For time-based awards, we recognize compensation expense on a straight-line basis through the date the employee is no longer required to provide service to earn the award ("service period"). For performance-based 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

 

 

 

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TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

award was, in substance, multiple awards. Share-based compensation expense is recognized, net of a forfeiture rate, estimated at the time of grant, based on historical experience and adjusted, if necessary, in subsequent periods based on actual forfeitures. Upon adoption of SFAS 123R, we applied the estimated forfeiture rate to all prior periods in which share-based compensation expense was recorded and recognized a cumulative effect of a change in accounting principle, which was not material to our consolidated statement of financial position, results of operations or cash flows.

To measure the fair values of restricted shares and deferred units granted or modified, we use the market price of our shares on the grant date or modification date. To measure the fair values of stock options and stock appreciation rights ("SARs") granted or modified, we use the Black-Scholes-Merton option-pricing model using 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 with a term of six months or longer.

We recognize share-based compensation expense in the same financial statement line item as cash compensation paid to the respective employees. Tax deduction benefits for awards in excess of recognized compensation costs are reported as a financing cash flow. See Note 18—Share-Based Compensation Plans.

Reclassifications—Certain reclassifications have been made to prior period amounts to conform with the current year presentation. These reclassifications did not have a material effect on our consolidated statement of financial position, results of operations or cash flows.

New accounting pronouncements—In September 2006, the Financial Accounting Standards Board ("FASB") issued SFAS No. 157, Fair Value Measurements ("SFAS 157"). SFAS 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 does not require any new fair value measurements, but rather provides guidance for the application of fair value measurements required in other accounting pronouncements and seeks to eliminate inconsistencies in the application of such guidance among those other standards. SFAS 157 is effective for fiscal years beginning after November 15, 2007. In February 2008, the FASB issued FASB Staff Position ("FSP") No. FAS 157-2, Effective Date of FASB Statement No. 157, which delays the effective date of SFAS 157 to fiscal years beginning after November 15, 2008, for nonfinancial assets and nonfinancial liabilities except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). In the first quarter 2008, we adopted those provisions of SFAS 157 that were unaffected by the delay. Such adoption did not have a material effect on our consolidated statement of financial position, results of operations or cash flows. In October 2008, the FASB issued FSP No. FAS 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active ("FSP 157-3"), that clarifies the application of SFAS 157 when the market is not active. We adopted FSP 157-3 as of September 30, 2008, which did not have a material effect on our consolidated statement of financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements ("SFAS 160"). SFAS 160 establishes accounting and reporting standards for noncontrolling interests, also known as minority interests, in a subsidiary and for the deconsolidation of a subsidiary. It requires that a noncontrolling interest in a subsidiary be reported as equity in the consolidated financial statements and requires that consolidated net income attributable to the parent and to the noncontrolling interests be shown separately on the face of the income statement. SFAS 160 is effective for fiscal years beginning after December 15, 2008. We will be required to adopt SFAS 160 in the first quarter of 2009. We do not expect the adoption of SFAS 160 to have a material effect on our consolidated statement of financial position, results of operations or cash flows.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations ("SFAS 141R"). SFAS 141R replaces SFAS No. 141, Business Combinations and, among other things, (1) changes previous guidance so as to require that primarily all acquired assets, liabilities, minority interest and certain contingencies be measured at fair value, (2) broadens the scope of business combinations to include all transactions in which one entity gains control over one or more other businesses and (3) requires costs incurred to effect the acquisition (acquisition-related costs) and anticipated restructuring costs of the acquired company to be recognized separately from the acquisition. SFAS 141R applies prospectively to business combinations for which the acquisition date occurs in fiscal years beginning after December 15, 2008. We will be required to adopt the principles of SFAS 141R with respect to business combinations occurring on or after January 1, 2009 and with respect to certain income tax matters related to previous business combinations. Due to the prospective application requirement, we are unable to determine the effect, if any, that the adoption of SFAS 141R will have on our consolidated statement of financial position, results of operations or cash flows.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133 ("SFAS 161"). SFAS 161 changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures about (1) how and why an entity uses derivative instruments, (2) how derivative instruments and related hedged items are accounted for under SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities ("SFAS 133"), and its related interpretations, and (3) how derivative instruments and related hedged items affect an

 

 

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

entity's financial position, financial performance and cash flows. SFAS 161 is effective for fiscal years beginning after November 15, 2008. We will be required to adopt SFAS 161 in the first quarter of 2009. Because of our limited use of derivative instruments, we do not expect the adoption of SFAS 161 to have a significant impact on our consolidated statement of financial position, results of operations or cash flows.

In April 2008, the FASB issued FSP No. 142-3, Determination of the Useful Life of Intangible Assets ("FSP FAS 142-3"). FSP FAS 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets. FSP FAS 142-3 is effective for fiscal years beginning after December 15, 2008 and interim periods within those fiscal years, requiring prospective application to intangible assets acquired after the effective date. We will be required to adopt the principles of FSP FAS 142-3 with respect to intangible assets acquired on or after January 1, 2009. Due to the prospective application requirement, we are unable to determine the effect, if any, that the adoption of FSP FAS 142-3 will have on our consolidated statement of financial position, results of operations or cash flows.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles ("SFAS 162"), which identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with accounting principles generally accepted in the U.S. SFAS 162 will be effective 60 days following the SEC's approval of certain amendments to auditing standards proposed by the Public Company Accounting Oversight Board. We do not expect the adoption of SFAS 162 to have an effect on our consolidated statement of financial position, results of operations or cash flows.

In May 2008, the FASB also issued FSP No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement) ("FSP APB 14-1"), which requires the issuer of certain convertible debt instruments to separately account for the liability and equity components of the instrument and reflect interest expense at the entity's market rate of borrowing for non-convertible debt instruments. FSP APB 14-1 requires retrospective restatement of all periods presented with the cumulative effect of the change in accounting principle on prior periods being recognized as of the beginning of the first period presented. The adoption of FSP APB 14-1 will have an effect on the accounting, both retrospectively and prospectively, for our convertible notes. Aside from a reduction of debt balances and an increase to shareholders' equity on our consolidated balance sheets for each period presented, we expect the retrospective application of FSP APB 14-1 will result in a non-cash increase to our annual historical interest expense, net of amounts capitalized, of approximately $9 million and $172 million for 2007 and 2008, respectively. Additionally, we expect that the adoption will result in a non-cash increase to our projected annual interest expense, net of amounts expected to be capitalized, of approximately $176 million, $206 million and $151 million for 2009, 2010 and 2011, respectively.

In June 2008, the FASB ratified the consensus on Emerging Issues Task Force ("EITF") Issue No. 07-5, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity's Own Stock ("EITF 07-5"). An instrument or embedded feature that is both indexed to an entity's own stock and potentially settled in shares may be exempt, if certain other criteria are met, from mark-to-market accounting of derivative financial instruments. EITF 07-5 addresses instruments with contingent and other adjustment features that may change the exercise price or notional amount or otherwise alter the payoff at settlement. We have both warrants and convertible notes outstanding that are exercisable or convertible into our shares. We do not expect EITF 07-5, which is effective for fiscal years beginning after December 15, 2008, to have a material effect on our consolidated statement of financial position, results of operations or cash flows after adoption.

In June 2008, the FASB issued FSP EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities ("FSP EITF 03-6-1"). FSP EITF 03-6-1 clarifies that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends participate in undistributed earnings with common shareholders. Awards of this nature are considered participating securities and the two-class method of computing basic and diluted earnings per share must be applied. FSP EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008. We do not expect the adoption of FSP EITF 03-6-1 to have a material effect on our consolidated statement of financial position, results of operations or cash flows.

In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8, Disclosures by Public Entities (Enterprises) about Transfers of Financial Assets and Interests in Variable Interest Entities ("FSP FAS 140-4 and FIN 46R-8"). FSP FAS 140-4 and FIN 46R-8 require public entities to provide additional disclosures about transfers of financial assets as an amendment to FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. Additionally, FSP FAS 140-4 and FIN 46R-8 require additional disclosures about a sponsor's involvement with variable interest entities as an amendment to FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities. FSP FAS 140-4 and FIN 46R-8 are effective for periods ending after December 15, 2008. We have adopted the principles of FSP FAS 140-4 and FIN 46R-8 and have included such additional disclosures in the notes to our financial statements for the year ended December 31, 2008. Our adoption of these standards did not have an effect on our consolidated statement of financial position, results of operations or cash flows.

In December 2008, the FASB issued FSP No. FAS 132(R)-1, Employers' Disclosures about Postretirement Benefit Plan Assets ("FSP FAS 132R-1"), which provides additional guidance regarding required disclosures for plan assets of a defined benefit pension or other postretirement plan. FSP FAS 132R-1 is effective for fiscal years ending after December 15, 2009. We will be required to adopt the principles of FSP FAS 132R-1 in the fourth quarter of 2009 and intend to include the additional disclosures in the notes to our financial

 

 

 

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TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

statements for the year ending December 31, 2009. We do not expect the adoption to have a material effect on our consolidated statement of financial position, results of operations or cash flows.

Note 3—Business Combination

In November 2007, we completed the Merger. We believe the Merger adds to and expands upon relationships with significant customers, expands our existing floater and jackup fleet and expands our presence in the major offshore drilling provinces. Transocean-Cayman issued approximately 107,752,000 ordinary shares and paid approximately $5 billion in cash in connection with the Merger.

We accounted for the Merger using the purchase method of accounting with Transocean treated as the accounting acquirer. As a result, the assets and liabilities of Transocean remain at historical amounts. The assets and liabilities of GlobalSantaFe were recorded at their estimated fair values at November 27, 2007, the date of completion of the GSF Transactions, with the excess of the purchase price over the sum of these fair values recorded as goodwill, and we have included the results of operations and cash flows for approximately one month of 2007 in our consolidated financial statements for the year ended December 31, 2007.

The purchase price included, at estimated fair value, current assets of $2.1 billion, drilling and other property and equipment of $12.3 billion, intangible assets of $368 million, other assets of $170 million and the assumption of current liabilities of $636 million, other long-term liabilities of $2.3 billion and long-term debt of $576 million. The excess of the purchase price over the estimated fair value of net assets acquired was $6.1 billion, which has been accounted for as goodwill.

In the fourth quarter of 2008, we completed our evaluation of the purchase price allocation. As a result, during 2008, we made adjustments to the estimated fair value of certain assets and liabilities with a corresponding net adjustment to goodwill amounting to $123 million, which are reflected in the amounts noted above. Our adjustments to the allocation of the fair value of assets acquired and liabilities assumed were primarily related to property and equipment, accrued pension liabilities, severance liabilities and income taxes, including deferred taxes, uncertain tax positions and other tax accruals. See Note 9—Goodwill and Other Intangible Assets.

Unaudited pro forma combined operating results of Transocean and GlobalSantaFe assuming the GSF Transactions were completed as of January 1, 2007 and 2006, respectively, are as follows (in millions, except per share data):

 

 

 

 

2007

 

 

 

 

2006

 

Operating revenues

 

$

11,066

 

 

 

$

7,934

 

Operating income

 

 

6,532

 

 

 

 

2,762

 

Income from continuing operations

 

 

3,688

 

 

 

 

1,633

 

Earnings per share

 

 

 

 

 

 

 

 

 

Basic

 

$

17.23

 

 

 

$

4.90

 

Diluted

 

$

16.61

 

 

 

$

4.75

 

 

The unaudited pro forma financial information includes adjustments for additional depreciation based on the fair market value of the drilling and other property and equipment acquired, amortization of intangibles arising from the Merger, increased interest expense for debt assumed in the Merger and related adjustments for income taxes. The unaudited pro forma financial information has not been adjusted for additional charges and expenses or for other potential cost savings and operational efficiencies that may be realized as a result of the GSF Transactions. The unaudited pro forma financial information is not necessarily indicative of the result of operations had the GSF Transactions been completed on the assumed dates or the results of operations for any future periods.

Note 4—Impairment Loss

In the fourth quarter 2008, we performed our annual impairment testing for intangible assets. We also identified interim indicators that resulted in testing our long-lived assets, goodwill and other intangible assets as of December 31, 2008. Based on the results of our tests, we determined that the goodwill associated with the contract drilling services reporting unit and the oil and gas properties reporting unit was not subject to impairment. We also concluded that the carrying values of our long-lived assets, excluding our assets held for sale, were not subject to impairment.

As a result of our impairment testing, we determined that the goodwill and other intangible assets associated with our drilling management services reporting unit were impaired. Accordingly, we recognized an impairment loss on full carrying amount of goodwill associated with this reporting unit in the amount of $176 million ($0.55 per share), which had no tax effect. We also impaired both the trade name and customer relationship intangible assets associated with this reporting unit and recorded impairments of $31 million ($20 million, or $0.06 per share, net of tax) and $16 million ($11 million, or $0.04 per share, net of tax), respectively.

We also performed impairment tests on our two rigs classified as assets held for sale, GSF Arctic II and GSF Arctic IV, having determined that they were subject to impairment indicators resulting from the credit crisis and rapid decline in commodity prices. Taking

 

 

 

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TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

consideration of liquidity concerns in the financial markets, market uncertainties and our undertakings to the Office of Fair Trading in the U.K. (the "OFT"), we estimated the fair values of the rigs and recognized an impairment loss of $97 million ($0.30 per share), which had no tax effect. See Note 8—Asset Dispositions.

Note 5—Income Taxes

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 operations are conducted 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 operations are conducted and income is earned. The countries in which we operate have taxation regimes with varying nominal rates, deductions, credits and other tax attributes. Consequently, there is no expected relationship between the provision for or benefit from income taxes and income or loss before income taxes.

The components of our provision (benefit) for income taxes are as follows (in millions):

 

 

 

Years ended December 31,

 

 

 

 

2008

 

 

 

2007

 

 

 

2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current provision

 

 

$

735

 

 

 

$

293

 

 

 

$

245

 

Deferred provision (benefit)

 

 

 

8

 

 

 

 

(40

)

 

 

 

(23

)

Income tax provision

 

 

$

743

 

 

 

$

253

 

 

 

$

222

 

Effective tax rate

 

 

 

15.0

%

 

 

 

7.5

%

 

 

 

13.8

%

 

We are subject to changes in tax laws, treaties and regulations in and between the countries in which we operate. A material change in these tax laws, treaties or regulations could result in a higher or lower effective tax rate on our worldwide earnings.

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 at the applicable tax rates in effect. The significant components of deferred tax assets and liabilities are as follows (in millions):

 

 

 

 

2008

 

 

 

 

2007

 

Deferred tax assets

 

$

 

 

 

 

$

 

 

Drilling contract intangibles

 

 

46

 

 

 

 

303

 

Net operating loss carryforwards

 

 

75

 

 

 

 

102

 

Tax credit carryforwards

 

 

40

 

 

 

 

100

 

Accrued payroll expenses not currently deductible

 

 

62

 

 

 

 

85

 

Deferred income

 

 

53

 

 

 

 

50

 

Other

 

 

13

 

 

 

 

83

 

Valuation allowance

 

 

(23

)

 

 

 

(29

)

Total deferred tax assets

 

 

266

 

 

 

 

694

 

Deferred tax liabilities

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

(795

)

 

 

 

(1,155

)

Drilling management services intangibles

 

 

(55

)

 

 

 

(83

)

Other

 

 

(19

)

 

 

 

(18

)

Total deferred tax liabilities

 

 

(869

)

 

 

 

(1,256

)

Net deferred tax liabilities

 

$

(603

)

 

 

 

(562

)

 

We have not provided for deferred taxes in circumstances where we do not expect the operations in a jurisdiction to give rise to future tax consequences, due to the structure of operations and applicable law. Should our expectations change regarding the expected 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.

 

 

 

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TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

The $41 million increase in our net deferred tax liability is composed primarily of $45 million related to adjustments to the net deferred tax liabilities assumed in connection with the Merger, which did not impact the statement of operations, and the deferred tax expense of $8 million. These increases were partly offset by $18 million of new tax benefits charged to equity accounts as a result of the tax effects of pension liability adjustments and deductions taken for employee option exercises.

We have not provided for deferred taxes on the unremitted earnings of certain subsidiaries that we consider to be permanently reinvested. Should we make a distribution of the unremitted earnings of these subsidiaries, we may be required to record additional taxes. Because we cannot predict when, if at all, we will make a distribution of these unremitted earnings, we are unable to make a determination of the amount of unrecognized deferred tax liability.

A valuation allowance for deferred tax assets is recorded when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. We provide a valuation allowance to offset deferred tax assets for net operating losses ("NOL") 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. We provide a valuation allowance for foreign tax credit carryforwards to reflect the possible expiration of these benefits prior to their utilization. As of December 31, 2008, the valuation allowance for non-current deferred tax assets decreased from $29 million to $23 million. The decrease resulted primarily from reassessments of valuation allowances against deferred tax assets acquired in connection with the Merger, which did not impact the statement of operations. During the year ended December 31, 2007, our valuation allowance for non-current deferred tax assets decreased by $30 million to $29 million. The decrease resulted primarily from a $58 million release of valuation allowance against our U.S. foreign tax credits partly offset by a $28 million valuation allowance against deferred tax assets acquired in connection with the Merger.

Our U.K. NOL carryforwards do not expire. The tax effect of the U.K. NOL carryforwards was $27 million at December 31, 2008 and $49 million at December 31, 2007. We have generated additional NOL carryforwards in various worldwide tax jurisdictions. Our U.S. foreign tax credit carryforwards of $34 million, net of valuation allowances of $5 million, will expire between 2009 and 2016. Our U.S. alternative minimum tax credits of $1 million do not expire.

In addition to our recognized tax attributes, we have an unrecognized U.S. capital loss carryforward. We have not recognized a deferred tax asset for the capital loss carryforward as it is not probable that we will realize the benefit of this tax attribute. Our operations do not normally generate capital gain income, which is the only type of income that may be offset by capital losses. Certain payments from TODCO under the tax sharing agreement also serve to increase or decrease the capital loss carryforward. During 2008, we received $18 million of these payments from TODCO. Should an opportunity to utilize the remaining capital loss arise, the total potential tax benefit at December 31, 2008 was $770 million.

Our income tax returns are subject to review and examination in the various jurisdictions in which we operate. We are currently contesting various tax assessments. We accrue for income tax contingencies that we believe are more likely than not exposures in accordance with the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxesan Interpretation of FASB Statement No. 109 ("FIN 48"), as adopted on January 1, 2007.

During the twelve months ended December 31, 2008, our total unrecognized tax benefits related to uncertain tax positions increased by $97 million to $521 million, including interest and penalties and net of foreign exchange rate fluctuations. The balance of $521 million includes $149 million of interest and penalties. If recognized, $503 million of this amount would favorably impact our effective tax rate.

A reconciliation of the unrecognized tax benefits, excluding interest and penalties, for the years ended December 31, 2008 and 2007 follows (in millions):

 

 

 

 

2008

 

 

 

 

2007

 

Balance at beginning of year

 

$

299

 

 

 

$

219

 

Unrecognized tax benefits assumed in connection with the Merger

 

 

 

 

 

 

42

 

Additions for current year tax positions

 

 

46

 

 

 

 

48

 

Additions for prior year tax positions

 

 

67

 

 

 

 

22

 

Reductions for prior year tax positions

 

 

(36

)

 

 

 

(6

)

Settlements

 

 

(3

)

 

 

 

(26

)

Reductions related to statute of limitation expirations

 

 

(1

)

 

 

 

 

Balance at end of year

 

$

372

 

 

 

$

299

 

 

It is reasonably possible that our existing liabilities for unrecognized tax benefits may increase or decrease in the next twelve months primarily due to the progression of open audits or the expiration of statutes of limitation. However, we cannot reasonably estimate a range of potential changes in our existing liabilities for unrecognized tax benefits due to various uncertainties, such as the unresolved nature of various audits.

 

 

 

- 72-

 

 


 

TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

We accrue interest and penalties related to our liabilities for unrecognized tax benefits as a component of income tax expense. During the years ended December 31, 2008 and 2007, we increased the liability related to interest and penalties on our unrecognized tax benefits by $24 million and $41 million, respectively, which brought the interest and penalty component included in the December 31, 2008 liability for unrecognized tax benefits balance to $149 million. Included in the $41 million increase in interest and penalties during 2007 was a $10 million assumption of interest and penalty liabilities in connection with the Merger, which did not impact the statement of operations.

We, or one of our subsidiaries, 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 1999. The amount of current tax benefit recognized during the years ended December 31, 2008 and December 31, 2007 from the settlement of disputes with tax authorities and the expiration of statute of limitations was insignificant.

With respect to our 2004 and 2005 U.S. federal income tax returns, U.S. taxing authorities previously proposed certain adjustments that, if sustained, would have resulted in a cash tax liability of approximately $413 million, exclusive of interest. The tax authorities have now withdrawn one of these proposed adjustments, which should significantly reduce the proposed assessment. The authorities continue to contend that one of our key subsidiaries maintains a permanent establishment in the U.S. and is, therefore, subject to U.S. taxation on certain earnings effectively connected to such U.S. business. Such tax treatment with respect to 2004, 2005 or subsequent years' activities would not result in a material adverse effect on our consolidated statement of financial position, results of operations or cash flows. We believe our returns are materially correct as filed, and we will continue to vigorously defend against these proposed changes.

Norwegian civil tax and criminal authorities are investigating various transactions undertaken by our subsidiaries in 2001 and 2002. The authorities have issued a tax assessment of approximately $59 million, plus interest, related to a 2001 dividend payment. We plan to appeal this tax assessment. We may be required to provide some form of financial security, in an amount up to $122 million, for these assessed amounts as this dispute is appealed and addressed by the Norwegian courts. Furthermore, the authorities have also issued notifications of their intent to issue tax assessments of approximately $225 million, plus interest, related to certain restructuring transactions, approximately $6 million, plus interest, related to certain foreign exchange deductions, and approximately $144 million, plus interest, related to the migration of a subsidiary that was previously subject to tax in Norway. The authorities have indicated that they plan to seek penalties of 60 percent on all matters. We have and will continue to respond to all information requests from the Norwegian authorities. We plan to vigorously contest any assertions by the Norwegian authorities in connection with the various transactions being investigated.

During the year ended December 31, 2008, our long-term liability for unrecognized tax benefits related to the Norwegian tax issues described above decreased by $22 million to $146 million due to exchange rate fluctuations partially offset by the accrual of interest. While we cannot predict or provide assurance as to the final outcome of these proceedings, we do not expect the ultimate resolution of these matters to have a material adverse effect on our consolidated statement of financial position or results of operations, although it may have a material adverse effect on our consolidated cash flows.

Certain of our Brazilian income tax returns for the years 2000 through 2004 are currently under examination. The Brazilian tax authorities have issued tax assessments totaling $84 million, plus a 75 percent penalty and $63 million of interest through December 31, 2008. The U.S. dollar amount of the assessments decreased during 2008 due to foreign currency exchange rate fluctuations. We believe our returns are materially correct as filed, and we are vigorously contesting these assessments. We filed a protest letter with the Brazilian tax authorities on January 25, 2008, and we are currently engaged in the appeals process.

In 2004, we entered into a tax sharing agreement (the "TSA") with TODCO in connection with the TODCO IPO. The TSA governs the parties' respective rights, responsibilities and obligations with respect to taxes and tax benefits, the filing of tax returns, the control of audits and other tax matters. Under the TSA, most U.S. federal, state, local and foreign income taxes and income tax benefits (including income taxes and income tax benefits attributable to the TODCO business) that accrued on or before the closing of the TODCO IPO will be for our account. Accordingly, we are generally liable for any income taxes that accrued on or before the closing of the TODCO IPO, but TODCO generally must pay us for the amount of any income tax benefits created on or before the closing of the TODCO IPO ("pre-closing tax benefits") that it uses or absorbs on a return with respect to a period after the closing of the TODCO IPO. Under this agreement, we are entitled to receive from TODCO payment for most of the tax benefits TODCO generated prior to the TODCO IPO that they utilize subsequent to the TODCO IPO.

 

 

 

- 73 -

 

 


 

TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

In July 2007, Hercules Offshore, Inc. ("Hercules") completed the acquisition of TODCO (the "TODCO Acquisition"). The TSA required Hercules to make an accelerated change of control payment due to a deemed utilization of TODCO's pre-IPO tax benefits to us. The amount of the accelerated payment owed to us was calculated by multiplying 80 percent by the remaining pre-IPO tax benefits as of July 11, 2007. In August 2007, we received a $118 million change of control payment from Hercules. We disputed the amount of the change of control payment owed by Hercules under the TSA and, in September 2008, we recognized as other income, net $4 million associated with the final change of control payment. In addition to the final change of control payment, in 2008 we also recognized $14 million of other payments which we had previously received in connection with the TODCO TSA. The TSA also requires Hercules to make additional payments to us based on a portion of the tax benefit from the exercise of certain options to acquire our shares by TODCO's current and former employees and directors, when and if those options are exercised. We estimate that the total amount of payments related to options that remain outstanding at December 31, 2008 would be approximately $5 million, assuming a price of $47.25 per share at the time of exercise of the options (the actual price of our ordinary shares at the close of trading on December 31, 2008). However, there can be no assurance as to the amount and timing of any payment which Transocean Holdings may receive. In addition, any future reduction of the pre-IPO tax benefits by the U.S. taxing authorities upon examination of the TODCO tax returns may require us to reimburse TODCO for some of the amounts previously paid.

In 2008, 2007 and 2006, respectively, we recognized $18 million ($0.06 per diluted share), $277 million ($1.24 per diluted share) and $51 million ($0.22 per diluted share) of other income in our consolidated statement of operations related to TODCO's utilization of tax benefits and stock option deductions as a result of the filing of TODCO's 2007 tax return.

Note 6—Earnings Per Share

The reconciliation of the numerator and denominator used for the computation of basic and diluted earnings per share is as follows (in millions, except per share data):

 

 

Years ended December 31,

 

 

 

2008

 

 

 

2007

 

 

 

2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Numerator for earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for basic earnings per share

 

$

4,202

 

 

 

$

3,131

 

 

 

$

1,385

 

Add back interest expense on the 1.5% convertible debentures

 

 

 

 

 

 

6

 

 

 

 

6

 

Net income for diluted earnings per share

 

$

4,202

 

 

 

$

3,137

 

 

 

$

1,391

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Denominator for earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares outstanding for basic earnings per share

 

 

318

 

 

 

 

214

 

 

 

 

219

 

Effect of dilutive securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stock options and other share-based awards

 

 

2

 

 

 

 

3

 

 

 

 

4

 

Warrants to purchase shares

 

 

1

 

 

 

 

2

 

 

 

 

2

 

1.5% convertible debentures

 

 

 

 

 

 

3

 

 

 

 

3

 

Weighted-average shares and assumed dilution for diluted earnings per share

 

 

321

 

 

 

 

222

 

 

 

 

228

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

13.20

 

 

 

$

14.65

 

 

 

$

6.32

 

Diluted

 

$

13.09

 

 

 

$

14.14

 

 

 

$

6.10

 

 

Shares subject to issuance pursuant to the conversion features of the 1.625% Series A, 1.50% Series B and 1.50% Series C Convertible Senior Notes did not have an effect on the calculation for the years ended December 31, 2008 and 2007. Shares subject to issuance pursuant to the conversion features of the Zero Coupon Convertible Debentures and the Convertible Notes (see Note 11—Debt) are included in the calculation of adjusted weighted-average shares for the year ended December 31, 2007 and the Zero Coupon Convertible Debentures are included in the calculation of adjusted weighted-average shares for the year ended December 31, 2006; however, they did not have a material effect on the calculation for each year.

In connection with the Merger, we assumed all of GlobalSantaFe's outstanding employee stock options and stock appreciation rights. We accounted for the Reclassification as a reverse stock split and a dividend, which require restatement of historical weighted-average shares outstanding, historical earnings per share and other share-based calculations for prior periods. All references in our financial statements to number of shares and per share amounts have been retroactively restated to reflect the decreased number of shares issued and outstanding as a result of this accounting treatment unless otherwise noted.

 

 

 

- 74 -

 

 


 

TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

Note 7—Drilling Fleet Expansion and Upgrades

Construction work in progress, recorded in property and equipment, was $4.5 billion and $3.1 billion at December 31, 2008 and 2007, respectively. The following table summarizes actual capital expenditures, including capitalized interest, for our major construction and conversion projects for the years ended December 31, 2008, 2007 and 2006 (in millions):

 

 

2008

 

 

 

2007

 

 

 

2006

 

 

 

Total
Costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Discoverer India

$

250

 

 

 

$

 

 

 

$

 

 

 

$

250

 

Discoverer Luanda (a)

 

208

 

 

 

 

107

 

 

 

 

 

 

 

 

315

 

Discoverer Inspiration

 

205

 

 

 

 

120

 

 

 

 

118

 

 

 

 

443

 

Discoverer Americas

 

167

 

 

 

 

195

 

 

 

 

116

 

 

 

 

478

 

Deepwater Champion(b)

 

155

 

 

 

 

109

 

 

 

 

 

 

 

 

264

 

Development Driller III (b)

 

133

 

 

 

 

350

 

 

 

 

 

 

 

 

483

 

Sedco 700-series upgrades

 

124

 

 

 

 

250

 

 

 

 

146

 

 

 

 

520

 

Discoverer Clear Leader

 

107

 

 

 

 

195

 

 

 

 

214

 

 

 

 

516

 

Dhirubhai Deepwater KG1 (c)

 

105

 

 

 

 

279

 

 

 

 

 

 

 

 

384

 

Dhirubhai Deepwater KG2 (c)

 

91

 

 

 

 

179

 

 

 

 

 

 

 

 

270

 

Petrobras 10000 (d)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capitalized Interest

 

114

 

 

 

 

76

 

 

 

 

16

 

 

 

 

206

 

Total

$

1,659

 

 

 

$

1,860

 

 

 

$

610

 

 

 

$

4,129

 

_____________________________________________________________

(a)

The costs for Discoverer Luanda represent 100 percent of expenditures incurred since inception. However, Angco Cayman Limited shares 35 percent of these costs beginning on the date of its investment in ADDCL.

(b)

These costs include our initial investments in Development Driller III and Deepwater Champion of $356 million and $109 million, respectively, representing the estimated fair values of the rigs at the time of the Merger.

(c)

The costs for Dhirubhai Deepwater KG1 and Dhirubhai Deepwater KG2 represent 100 percent of expenditures incurred prior to our investment in the joint venture ($277 million and $178 million, respectively) and 100 percent of expenditures incurred since our investment in the joint venture. However, Pacific Drilling shares 50 percent of these costs.

(d)

In June 2008, we reached an agreement with subsidiaries of Petrobras and Mitsui to acquire Petrobras 10000, under a capital lease contract. The capital lease contract, which is expected to commence in the third quarter of 2009, has a 20-year term, after which we will have the right and obligation to acquire the drillship for one dollar. Total capital costs to be incurred by Petrobras and Mitsui for the construction of the drillship are estimated to be $750 million, including $65 million of capitalized interest. Upon delivery of the rig, we will record a liability for the capital lease obligation and a corresponding addition to property and equipment based on the fair value at that date. We are offering assistance and advisory services for the construction of Petrobras 10000 and have agreed to provide operating management services once the drillship begins operations.

 

In April 2008, we were awarded a five-year drilling contract for a fifth enhanced Enterprise-class drillship, to be named Discoverer India, the term of which may be extended to seven or 10 years at the client's election up to one week after mobilization. The contract for this Ultra-Deepwater Floater is expected to commence during the fourth quarter of 2010, following completion of construction in South Korea, sea trials, mobilization and customer acceptance.

Note 8—Asset Dispositions

During 2008, we completed the sale of three of our Standard Jackups (GSF High Island VIII, GSF Adriatic III and GSF High Island I). We received cash proceeds of $320 million associated with the sales, which had no effect on earnings.

In July 2008, we entered into a definitive agreement to sell two Midwater Floaters (GSF Arctic II and GSF Arctic IV) in connection with our previously announced undertakings to the OFT. The acquisition of the rigs was contingent upon the buyers' ability to obtain lender consents. The buyers have reported that they have been unable to obtain the consent of their lenders on terms acceptable to them and have publicly announced their termination of the agreement to purchase the vessels. At December 31, 2008, both GSF Arctic II and GSF Arctic IV continue to be marketed for sale and are classified as assets held for sale in the amounts of $227 million and $237 million, respectively, on our consolidated balance sheet. See Note 4—Impairment Loss.

In May 2008, we entered into a definitive agreement to sell our Standard Jackup Transocean Nordic for cash proceeds of $169 million. In December 2008, the buyer failed to perform under the agreement and forfeited an escrow deposit in the amount of $17 million, which we recognized as a gain, recorded in other income, net on our consolidated statements of operations. As a result, we classified the rig as an asset held and used, recorded in property and equipment on our consolidated balance sheet.

 

 

 

- 75 -

 

 


 

TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

During 2007, we sold a Deepwater Floater (Peregrine I), a tender rig (Charley Graves) and a swamp barge (Searex VI). We received net proceeds from these sales of $344 million and recognized gains on the sales of $264 million ($261 million, or $1.16 per diluted share, net of tax).

During 2006, we sold three of our Midwater Floaters (Peregrine III, Transocean Explorer and Transocean Wildcat), three of our tender rigs (W.D. Kent, Searex IX and Searex X), a swamp barge (Searex XII) and a platform rig. We received net proceeds from these sales of $464 million and recognized gains on the sales of $411 million ($386 million, or $1.19 per diluted share, net of tax).

Note 9—Goodwill and Other Intangible Assets

Goodwill—Our goodwill balance and changes in the carrying amount of goodwill are as follows (in millions):

 

 

Balance at

January 1, 2008

 

 

Net
adjustments

 

 

 

 

Balance at December 31, 2008

 

 

 

 

 

 

 

 

 

 

 

 

 

Contract drilling services

 

$

8,020

 

 

$

106

 

(a)

 

 

$

8,126

 

Drilling management services

 

 

176

 

 

 

(176

)

(b)

 

 

 

 

Oil and gas properties

 

 

23

 

 

 

(21

)

(c)

 

 

 

2

 

Total

 

$

8,219

 

 

$

(91

)

 

 

 

$

8,128

 

________________________________

(a)

Adjustments include $144 million of additional goodwill recorded in connection with the completion of our allocation of the purchase price to the fair value of assets acquired and liabilities assumed in the Merger (see Note 3—Business Combination), partially offset by immaterial adjustments.

(b)

Adjustment represents the impairment to goodwill. See Note 4—Impairment Loss.

(c)

Adjustment includes a $21 million reduction in goodwill in connection with the completion of our allocation of the purchase price, primarily associated with deferred tax adjustments.

Other intangible assets—In connection with the Merger, we acquired drilling contracts for future contract drilling services of GlobalSantaFe, the terms of some of which extend through 2016. These contracts include fixed dayrates that were above or below dayrates for similar contracts available in the market as of the date of the Merger. After determining the fair values of these drilling contracts as of the date of the Merger, we recorded the respective market adjustments on our consolidated balance sheet as intangible assets and liabilities that we amortize into contract intangible revenues using the straight-line method over the respective contract periods. During the years ended December 31, 2008 and 2007, we recognized $690 million and $88 million, respectively, in contract intangible revenues.

Additionally, we identified other intangible assets associated with customer relationships, contract backlog and the trade name of our drilling management services business.

We consider the ADTI trade name to be an indefinite-lived intangible asset, which will not be amortized and will be subject to an annual impairment test. The carrying value of the trade name is comprised of the following (in millions):

 

 

Balance at

January 1, 2008

 

Impairments

 

Balance at
December 31, 2008

 

 

 

 

 

 

 

 

 

Trade name

 

$

76

 

$

(31)

 

$

45

 

 

In the fourth quarter of 2008, we recorded an impairment of the trade name intangible asset. See Note 4—Impairment Loss.

 

 

 

- 76 -

 

 

 

TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

 

The carrying value of definite-lived intangible assets and intangible liabilities are comprised of the following (in millions):

 

 

 

December 31, 2008

 

 

December 31, 2007

 

 

 

 

Gross carrying value

 

 

 

Accumulated

amortization

 

 

 

 

Net carrying value

 

 

 

Gross carrying value

 

 

 

Accumulated

amortization

 

 

 

Net carrying value

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Drilling contract intangible assets

 

$

191

 

 

$

(123

)

 

 

$

68

 

 

$

191

 

 

$

(12

)

 

$

179

 

ADTI customer relationships

 

 

132

(a)

 

 

(11

)

 

 

 

121

(a)

 

 

148

 

 

 

(3

)

 

 

145

 

ADTI contract backlog

 

 

16

 

 

 

(16

)

 

 

 

 

 

 

16

 

 

 

(5

)

 

 

11

 

Total intangible assets

 

$

339

 

 

$

(150

)

 

 

$

189

 

 

$

355

 

 

$

(20

)

 

$

335

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Drilling contract intangible liabilities

 

$

1,494

 

 

$

(901

)

 

 

$

593

 

 

$

1,494

 

 

$

(100

)

 

$

1,394

 

________________________________

(a)

Includes an impairment charge of $16 million. See Note 4—Impairment Loss.

 

We recognize contract intangible revenues over nine years and amortize the balances using the straight-line method over the respective contract periods. The customer relationships and contract backlog have definite lifespans over which we amortize using the straight-line method. The customer relationships will be amortized over their useful lives of 15 years. The contract backlog was amortized over its useful life of three months and was fully amortized during the three months ended March 31, 2008. The estimated net future amortization expense (income) related to intangible assets and liabilities as of December 31, 2008 is as follows (in millions):

Years ending December 31,

 

 

Drilling Contract Intangibles

 

 

ADTI
Customer Relationships

 

Amortization expense (income), net

 

 

 

 

 

 

 

 

 

 

 

2009

 

$

(281

)

$

9

 

$

(272

)

2010

 

 

(98

)

 

9

 

 

(89

)

2011

 

 

(45

)

 

9

 

 

(36

)

2012

 

 

(42

)

 

9

 

 

(33

)

2013

 

 

(25

)

 

9

 

 

(16

)

Thereafter

 

 

(34

)

 

76

 

 

42

 

Total intangible assets and liabilities, net

 

$

(525

)

$

121

 

$

(404

)

 

Note 10—Other Current Liabilities

Other current liabilities are comprised of the following (in millions):

 

 

December 31,

 

 

 

2008

 

 

2007

 

 

 

 

 

 

 

 

 

 

Accrued payroll and employee benefits

 

$

363

 

 

$

447

 

Deferred revenue

 

 

112

 

 

 

116

 

Accrued taxes, other than income

 

 

112

 

 

 

100

 

Accrued interest

 

 

100

 

 

 

62

 

Stock warrant consideration payable

 

 

31

 

 

 

48

 

Unearned income

 

 

18

 

 

 

12

 

Other

 

 

70

 

 

 

41

 

Total other current liabilities

 

$

806

 

 

$

826

 

 

- 77 -



 


TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

Note 11—Debt

Debt, net of unamortized discounts, premiums and fair value adjustments, is as follows (in millions):

 

 

December 31,

 

 

 

2008

 

 

2007

 

 

 

 

 

 

 

 

 

 

Commercial paper program (a)

 

$

663

 

 

$

 

Floating Rate Notes due September 2008 (a)

 

 

 

 

 

1,000

 

Bridge Loan Facility due November 2008 (a)

 

 

 

 

 

3,670

 

Former 364-Day Revolving Credit Facility due December 2008 (a)

 

 

 

 

 

1,500

 

Term Loan due March 2010

 

 

2,000

 

 

 

 

6.625% Notes due April 2011

 

 

174

 

 

 

177

 

5% Notes due February 2013

 

 

248

 

 

 

246

 

5.25% Senior Notes due March 2013

 

 

499

 

 

 

499

 

TPDI Credit Facilities due June 2015

 

 

288

 

 

 

 

ADDCL Secondary Loan Facility due December 2015

 

 

25

 

 

 

 

TPDI Notes due October 2017

 

 

111

 

 

 

238

 

ADDCL Primary Loan Facility due December 2017

 

 

255

 

 

 

 

6.00% Senior Notes due March 2018

 

 

997

 

 

 

997

 

7.375% Senior Notes due April 2018

 

 

247

 

 

 

247

 

Capital lease obligation due July 2026 (b)

 

 

16

 

 

 

17

 

8% Debentures due April 2027

 

 

57

 

 

 

57

 

7.45% Notes due April 2027

 

 

96

 

 

 

95

 

7% Senior Notes due June 2028

 

 

313

 

 

 

314

 

7.5% Notes due April 2031

 

 

598

 

 

 

598

 

1.625% Series A Convertible Senior Notes due December 2037

 

 

2,200

 

 

 

2,200

 

1.50% Series B Convertible Senior Notes due December 2037

 

 

2,200

 

 

 

2,200

 

1.50% Series C Convertible Senior Notes due December 2037

 

 

2,200

 

 

 

2,200

 

6.80% Senior Notes due March 2038

 

 

999

 

 

 

999

 

ODL Loan Facility

 

 

 

 

 

3

 

Total debt

 

 

14,186

 

 

 

17,257

 

Less debt due within one year (a)(b)

 

 

664

 

 

 

6,172

 

Total long-term debt

 

$

13,522

 

 

$

11,085

 

________________________________

(a)

The commercial paper program is classified as debt due within one year. The Floating Rate Notes, Bridge Loan Facility and Former 364-Day Revolving Credit Facility were classified as debt due within one year at December 31, 2007.

(b)

The capital lease obligation had less than $1 million and $2 million classified as debt due within one year at December 31, 2008 and December 31, 2007, respectively.

 

 

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TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

The scheduled maturities of our debt assumes the bondholders exercise their options to require Transocean-Cayman to repurchase the 1.625% Series A, 1.50% Series B and 1.50% Series C Convertible Senior Notes in December 2010, 2011 and 2012, respectively. These maturities exclude maturities associated with our future indebtedness in connection with Petrobras 10000, which will be held under a capital lease upon completion. The scheduled maturities are as follows (in millions):

 

 

 

 

Years ending December 31,

 

 

 

2009

 

$

664

 

2010

 

 

4,200

 

2011

 

 

2,431

 

2012

 

 

2,227

 

2013

 

 

779

 

Thereafter

 

 

3,876

 

Total debt, excluding unamortized discounts, premiums, and fair value adjustments

 

 

14,177

 

Total unamortized discounts, premiums and fair value adjustments

 

 

9

 

Total debt

 

$

14,186

 

 

Parent company guarantee of subsidiary debtTransocean-Cayman, a wholly-owned subsidiary and the principal asset of Transocean Ltd., is the issuer of certain debt securities that have been guaranteed by Transocean Ltd., as described below. Transocean Ltd. has no independent assets or operations, its guarantee of Transocean-Cayman's debt securities is full and unconditional and its only other subsidiaries are minor. There are no significant restrictions on Transocean Ltd.'s ability to obtain funds from its consolidated subsidiaries or entities accounted for under the equity method by dividends, loans or return of capital distributions.

Commercial paper program—In December 2007, Transocean-Cayman entered into a commercial paper program (the "Program") on a private placement basis under which Transocean-Cayman may issue unsecured commercial paper notes up to a maximum aggregate amount outstanding at any time of $1.5 billion. The 364-Day Revolving Credit Facility and the Five-Year Revolving Credit Facility provide liquidity for the Program. Under the Program, Transocean-Cayman may issue commercial paper from time to time, and amounts available under the Program may be reborrowed. The proceeds from the commercial paper issuance may be used for general corporate purposes. In December 2008, we and Transocean-Cayman entered into amendments to the Program to provide for the guarantee by us of Transocean-Cayman's obligations under the Program after the completion of the Redomestication Transaction. At December 31, 2008, $663 million in commercial paper was outstanding at a weighted-average interest rate of 5.79 percent.

Floating Rate Notes—In September 2006, Transocean-Cayman issued $1.0 billion aggregate principal amount of floating rate notes, due September 2008 ("Floating Rate Notes"). The per annum interest rate on the Floating Rate Notes was equal to the three-month London Interbank Offered Rate ("LIBOR"), reset on each payment date, plus 0.20 percent. In September 2008, Transocean-Cayman repaid the Floating Rate Notes at maturity.

Bridge Loan Facility—In September 2007, Transocean-Cayman entered into a $15.0 billion, one-year senior unsecured bridge loan facility ("Bridge Loan Facility"). In connection with the GSF Transactions, Transocean-Cayman borrowed $15.0 billion under the Bridge Loan Facility at LIBOR plus the applicable margin, which was based upon Transocean-Cayman's non-credit enhanced senior unsecured long-term debt rating ("Debt Rating"). In June 2008, Transocean-Cayman repaid the then outstanding balance and terminated this facility.

364-Day Revolving Credit Facility—In November 2008, Transocean-Cayman entered into a new credit agreement for a 364-day, $1.08 billion revolving credit facility (the "364-Day Revolving Credit Facility") to replace its expiring $1.5 billion revolving credit agreement entered into in December 2007 (the "Former 364-Day Revolving Credit Facility"), and terminated the expiring agreement. Upon completion of the Redomestication Transaction, we guaranteed Transocean-Cayman's obligations under the 364-Day Revolving Credit Facility.

Under the 364-Day Revolving Credit Facility, Transocean-Cayman may borrow at either (1) the adjusted LIBOR plus a margin determined by reference to the mid-point credit default swap spread for its senior unsecured debt with a maturity of one year, subject to a ceiling varying from 1.75 percent to 3.75 percent per annum and a floor of 0.75 percent to 1.75 percent per annum, in each case depending on Transocean-Cayman's Debt Rating (such margin, the "364-Day Revolving Credit Facility Margin"), or (2) a base rate, determined as the greatest of (A) a prime rate, (B) the federal funds effective rate plus 1/2 of one percent and (C) the adjusted LIBOR for a one-month interest period plus one percent per annum (the "Base Rate"), plus the 364-Day Revolving Credit Facility Margin, less one percent per annum. At December 31, 2008, no amounts were outstanding under the 364-Day Revolving Credit Facility.

 

 

- 79 -



 


TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

The 364-Day 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 364-Day Revolving Credit Facility also includes covenants imposing a maximum leverage ratio, which may not exceed 3.0 to 1.0. Borrowings under the 364-Day Revolving Credit Facility are subject to acceleration upon the occurrence of events of default. The 364-Day Revolving Credit Facility may be prepaid in whole or in part without premium or penalty.

Term Loan—In March 2008, Transocean-Cayman entered into a term credit facility under the Term Credit Agreement dated March 13, 2008 (the "Term Loan") and borrowed $1.925 billion under the facility. In April 2008, Transocean-Cayman borrowed an additional $75 million, increasing the borrowings under this facility to $2.0 billion, the maximum allowed under the Term Loan. In November 2008, in connection with the Redomestication, Transocean-Cayman amended the Term Loan. Upon completion of the Redomestication Transaction, we guaranteed Transocean-Cayman's obligations under the Term Loan.

Transocean-Cayman may borrow under the Term Loan at either (1) the adjusted LIBOR plus a margin (the "Term Loan Margin") based on Transocean-Cayman's Debt Rating (based on its current Debt Rating, a margin of 1.25 percent), or (2) the Base Rate plus the Term Loan Margin, less one percent per annum. At December 31, 2008, Transocean-Cayman had $2.0 billion outstanding under the Term Loan at a weighted-average interest rate of 5.0 percent.

The Term Loan includes limitations on creating liens, incurring subsidiary debt, transactions with affiliates, sale/leaseback transactions, mergers and the sale of substantially all assets. The Term Loan also includes covenants imposing a maximum leverage ratio, which may not exceed 3.0 to 1.0. Additionally, the Term Loan includes a covenant imposing a maximum debt to capitalization ratio of 0.6 to 1.0. Borrowings under the Term Loan are subject to acceleration upon the occurrence of events of default. The Term Loan may be prepaid in whole or in part without premium or penalty.

6.625% Notes and 7.5% Notes—In April 2001, Transocean-Cayman issued $700 million aggregate principal amount of 6.625% Notes due April 2011 and $600 million aggregate principal amount of 7.5% Notes due April 2031. Upon completion of the Redomestication Transaction, we guaranteed Transocean-Cayman's obligations under the 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. At December 31, 2008, $166 million and $600 million principal amount of the 6.625% Notes and 7.5% Notes, respectively, were outstanding.

Five-Year Revolving Credit Facility—In November 2007, Transocean-Cayman entered into a $2.0 billion, five-year revolving credit facility under the Five-Year Revolving Credit Facility Agreement dated November 27, 2007 ("Five-Year Revolving Credit Facility"). In November 2008, in connection with the Redomestication Transaction, Transocean-Cayman amended the Five-Year Revolving Credit Facility. Upon completion of the Redomestication Transaction, we guaranteed Transocean-Cayman's obligations under the Five-Year Revolving Credit Facility.

Transocean-Cayman may borrow under the Five-Year Revolving Credit Facility at either (1) the adjusted LIBOR plus a margin (the "Five-Year Revolving Credit Facility Margin") based on Transocean-Cayman's Debt Rating (based on its current Debt Rating, a margin of 1.1 percent) or (2) the Base Rate plus the Five-Year Revolving Credit Facility Margin, less one percent per annum. Additionally, a facility fee is incurred on the daily amount of the underlying commitment, whether used or unused, throughout the term of the Five-Year Revolving Credit Facility. The amount of such facility fee depends on Transocean-Cayman's Debt Rating (based on its current Debt Rating, a facility fee of 0.15 percent) and varies from 0.10 percent to 0.30 percent. At December 31, 2008, Transocean-Cayman had no amounts outstanding under the Five-Year Revolving Credit Facility.

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 covenants imposing a maximum leverage ratio, which may not exceed 3.0 to 1.0. Additionally, the Five-Year Revolving Credit Facility includes a covenant imposing a maximum debt to capitalization ratio of 0.6 to 1.0. Borrowings under the Five-Year Revolving Credit Facility are subject to acceleration upon the occurrence of events of default. The Five-Year Revolving Credit Facility may be prepaid in whole or in part without premium or penalty.

5% Notes and 7% Notes—In November 2007, Transocean Worldwide Inc. executed a supplemental indenture to assume the obligations related to the 5% Notes due 2013 (the "5% Notes") issued by GlobalSantaFe under the indenture dated as of February 1, 2003. Additionally, as a result of the Merger, we acquired Global Marine Inc., formerly a subsidiary of GlobalSantaFe and now our subsidiary, which is the obligor on the 7% Notes due 2028 (the "7% Notes"), which were issued under the indenture dated as of September 1, 1997. The 5% Notes are the obligation of Transocean Worldwide Inc. and the 7% Notes are the obligation of Global Marine Inc., and we have not guaranteed either obligation. The respective obligor may redeem the 5% Notes and 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. The indentures related to the 5% Notes and the 7% Notes contain limitations on creating liens and sale/leaseback transactions. At December 31, 2008, $250 million and $300 million aggregate principal amount of the 5% Notes and the 7% Notes, respectively, remained outstanding.

5.25%, 6.00% and 6.80% Senior Notes—In December 2007, Transocean-Cayman issued $0.5 billion 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," and together with the 5.25% Senior Notes and the 6.00% Senior Notes, the "Senior Notes"). Transocean-Cayman

 

 

- 80 -



 


TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

is required to pay interest on the Senior Notes on March 15 and September 15 of each year, beginning March 15, 2008. Transocean-Cayman 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. Upon completion of the Redomestication Transaction, we guaranteed Transocean-Cayman's obligations under the 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. At December 31, 2008, $500 million, $1.0 billion and $1.0 billion principal amount of the 5.25%, 6.00% and 6.80% Senior Notes, respectively, were outstanding.

TPDI Credit Facilities—In October 2008, TPDI entered into a credit agreement for a $1.265 billion secured credit facility (the "TPDI Term Loan Facility"), comprised of a $1.0 billion senior tranche, a $190 million junior tranche and a $75 million revolving credit facility (the "TPDI Revolving Credit Facility", and together with the TPDI Term Loan Facility, the "TPDI Credit Facilities"). The TPDI Credit Facilities will finance the construction of Dhirubhai Deepwater KG1 and Dhirubhai Deepwater KG2. One of our subsidiaries participates in the senior and junior tranches with a 50 percent commitment totaling $595 million in the aggregate. The TPDI Credit Facilities will bear interest at LIBOR plus the applicable margin of 1.60 percent until acceptance of Dhirubhai Deepwater KG2. Subsequently, the TPDI Credit Facilities will bear interest at a rate of 1.45 percent for the senior tranche and the revolving credit facility and 2.25 percent for the junior tranche. The senior tranche requires quarterly payments with a final payment on the earlier of (1) June 2015 and (2) the fifth anniversary of the acceptance date of the second rig. The junior tranche is due in full on the earlier of (1) June 2015 and (2) the fifth anniversary of the acceptance date of the second rig. The TPDI Credit Facilities have covenants that require TPDI to maintain minimum liquidity requirements, a minimum debt service ratio and a maximum leverage ratio. The TPDI Credit Facilities may be prepaid in whole or in part without premium or penalty. At December 31, 2008, $576 million was outstanding, of which $288 million was due to one of our subsidiaries and was eliminated in consolidation. The weighted-average interest rate on December 31, 2008 was 2.1 percent.

ADDCL Secondary Loan Facility—In September 2008, ADDCL completed final documentation for a secondary loan agreement for a $90 million credit facility (the "ADDCL Secondary Loan Facility"), for which one of our subsidiaries provides 65 percent of the total commitment and an external lender provides the remaining 35 percent. The facility bears interest at LIBOR plus the applicable margin, ranging from 3.125 percent to 5.125 percent, depending on certain milestones, as defined by the loan agreement. The facility is payable in full the earlier of 90 days after the fifth anniversary of the first well commencement or December 2015 and may be prepaid in whole or in part without premium or penalty. At December 31, 2008, the weighted-average interest rate was 4.7 percent on the $71 million outstanding balance, of which $46 million was provided by one of our subsidiaries and has been eliminated in consolidation.

TPDI Notes—In October 2008, using borrowings under the TPDI Credit Facilities, TPDI prepaid $440 million of outstanding promissory notes, $220 million of which was due to one of our subsidiaries. As of December 31, 2008, $222 million in promissory notes remained outstanding, $111 million of which was due to one of our subsidiaries and has been eliminated in consolidation. The debt bears interest at LIBOR plus an applicable spread, and the weighted-average interest rate was 5.3 percent at December 31, 2008.

ADDCL Primary Loan Facility—In September 2008, ADDCL completed final documentation for a senior credit agreement that provides a credit facility comprised of Tranche A, Tranche B and Tranche C for $215 million, $270 million and $399 million, respectively (collectively, the "ADDCL Primary Loan Facility"). Tranche A and Tranche B are provided by external lenders. One of our subsidiaries is the lender for Tranche C and has agreed to provide financial security for borrowings under Tranche A and Tranche B until customer acceptance of Discoverer Luanda, the newbuild for which the facility was established. Tranche A requires quarterly payments beginning on the rig's first well commencement date, currently scheduled for third quarter 2010, and matures in December 2017. Tranche B matures upon customer acceptance of Discoverer Luanda, and is expected to be repaid with borrowings under Tranche C. Tranche C is subordinate to Tranche A and Tranche B and due after Tranche A is fully repaid or, if earlier, by February 2015. When Tranche C is funded, it will be eliminated in consolidation. The ADDCL Primary Loan Facility will be secured by the rig upon completion of its construction and may be prepaid in whole or in part without premium or penalty. ADDCL is required to maintain certain cash balances, as defined in the loan agreement, to service the debt. The ADDCL Primary Loan Facility also limits the ability of ADDCL to incur additional indebtedness, make distributions and other payments and acquire assets.

Borrowings under Tranche A and Tranche B bear interest at LIBOR plus the applicable margin of 0.425 percent until the first well commencement date, following which the loans outstanding under Tranche A will bear interest at LIBOR plus the applicable margin of 0.725 percent. ADDCL is required to enter into fixed-for-floating interest rate swaps with one of our subsidiaries for the loans outstanding under Tranche A. Borrowings under Tranche C will bear interest at a fixed rate to be determined by a fixed-to-floating interest rate swap plus an applicable margin of 2 percent. At December 31, 2008, the borrowings under Tranche A and Tranche B were $115 million and $140 million, respectively, at a weighted-average interest rate of 3.8 percent. At December 31, 2008, there were no borrowings outstanding under Tranche C.

Capital lease obligation—The GSF Explorer is held under a capital lease through 2026. See Note 17—Commitments and Contingencies.

7.45% Notes and 8% Debentures—In April 1997, a predecessor of Transocean-Cayman 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 7.45% Notes and the 8% Debentures are redeemable at any time at Transocean-Cayman's option subject to a make-whole premium. Upon completion of the Redomestication Transaction, we guaranteed Transocean-Cayman's obligations under the 7.45% Notes and the 8% Debentures. The indenture pursuant to which the 7.45% Notes and the 8% Debentures

 

 

- 81 -



 


TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

were issued contains restrictions on creating liens, engaging in sale/leaseback transactions and engaging in merger, consolidation or reorganization transactions. At December 31, 2008, $100 million and $57 million principal amount of the 7.45% Notes and the 8% Debentures, respectively, were outstanding.

1.625% Series A, 1.50% Series B and 1.50% Series C Convertible Senior Notes—In December 2007, Transocean-Cayman issued $2.2 billion aggregate principal amount of 1.625% Series A Convertible Senior Notes due December 2037 (the "Series A Notes"), $2.2 billion aggregate principal amount of 1.50% Series B Convertible Senior Notes due December 2037 (the "Series B Notes") and $2.2 billion aggregate principal amount of 1.50% Series C Convertible Senior Notes due December 2037 (the "Series C Notes," and together with the Series A and Series B Notes, the "Convertible Notes"). Transocean-Cayman is required to pay interest on the Convertible Notes on June 15 and December 15 of each year, beginning June 15, 2008. Upon completion of the Redomestication Transaction, we guaranteed Transocean-Cayman's obligations under the notes and assumed the obligation to deliver shares, if any, upon conversion of the Convertible Notes. The Convertible Notes may be converted under the circumstances specified below at a rate of 5.9310 shares per $1,000 note. The initial conversion rate is subject to adjustments upon the occurrence of certain corporate events but not for accrued interest. Upon conversion, we will deliver, in lieu of shares, cash up to the aggregate principal amount of notes to be converted and shares in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the notes being converted. In addition, if certain fundamental changes occur on or before December 20, 2010, with respect to Series A Notes, December 20, 2011, with respect to Series B Notes or December 20, 2012, with respect to Series C Notes, we will in some cases increase the conversion rate for a holder electing to convert notes in connection with such fundamental change. Transocean-Cayman may redeem some or all of the notes at any time after December 20, 2010, in the case of the Series A Notes, December 20, 2011, in the case of the Series B Notes and December 20, 2012, in the case of the Series C Notes, in each case at a redemption price equal to 100 percent of the principal amount plus accrued and unpaid interest, if any. Holders of the Series A Notes and Series B Notes have the right to require Transocean-Cayman to repurchase their notes on December 15, 2010 and December 15, 2011, respectively. In addition, holders of any series of notes will have the right to require Transocean-Cayman to repurchase their notes on December 14, 2012, December 15, 2017, December 15, 2022, December 15, 2027 and December 15, 2032, and upon the occurrence of a fundamental change, at a repurchase price in cash equal to 100 percent of the principal amount of the notes to be repurchased plus accrued and unpaid interest, if any. At December 31, 2008, $2.2 billion principal amount of each of the Series A Notes, Series B Notes and Series C Notes were outstanding.

Holders may convert their notes only under the following circumstances: (1) during any calendar quarter after March 31, 2008 if the last reported sale price of our shares for at least 20 trading days in a period of 30 consecutive trading days ending on the last trading day of the preceding calendar quarter is more than 130 percent of the conversion price, (2) during the five business days after the average trading price per $1,000 principal amount of the notes is equal to or less than 98 percent of the average conversion value of such notes during the preceding five trading-day period as described herein, (3) during specified periods if specified distributions to holders of our shares are made or specified corporate transactions occur, (4) prior to the close of business on the business day preceding the redemption date if the notes are called for redemption or (5) on or after September 15, 2037 and prior to the close of business on the business day prior to the stated maturity of the notes. The Redomestication triggered the right of holders to convert the Convertible Notes at any time beginning on December 3, 2008, which is the date 15 days prior to the effective time of the Redomestication (the "Effective Time") of December 18, 2008, and ending on February 3, 2009, which is the 30th scheduled trading day following the Effective Time. As of December 31, 2008, we received conversion notices with respect to approximately $384,000 principal amount of Convertible Notes and will be required to pay $114,000 in aggregate to the holders upon settlement. Except for the principal amount of the Convertible Notes for which we received conversion notices, the outstanding principal amount of the Convertible Notes, in the aggregate amount of $6.6 billion was classified in long-term debt as of December 31, 2008.

Debt redemptions, refinancing and repayments—In August 2007, Transocean-Cayman terminated its existing two-year Term Credit Facility. Prior to the termination, Transocean-Cayman repaid the then outstanding balance of $470 million. We recognized a loss on the termination of this debt of $1 million, which had no tax effect.

In November 2007, Transocean-Cayman terminated its $1.0 billion Former Revolving Credit Facility. We recognized a loss on the termination of this debt of $1 million, which had no tax effect.

In December 2007, Transocean-Cayman refinanced a total of $10.5 billion of borrowings under the Bridge Loan Facility using proceeds from borrowings under the Former 364-Day Revolving Credit Facility, the Senior Notes and the Convertible Notes. We recognized a loss on the retirement of this debt of $6 million ($0.03 per diluted share), which had no tax effect. In addition, Transocean-Cayman repaid $820 million of borrowings under the Bridge Loan Facility using internally generated cash flow.

In October 2007, Transocean-Cayman called its Zero Coupon Convertible Debentures due May 15, 2020. Between the notification and the trading day prior to the redemption date, holders retained the right to convert the debentures into Transocean-Cayman ordinary shares at a rate of 8.1566 ordinary shares per $1,000 debenture. During this period, Transocean-Cayman issued 148,244 ordinary shares upon conversion of $18 million aggregate principal amount of debentures. In November 2007, Transocean-Cayman redeemed the remaining debentures at an approximate cost of $18,000, plus accrued and unpaid interest.

 

 

- 82 -



 


TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

In October 2007, Transocean-Cayman also called its 1.5% Convertible Debentures due May 15, 2021. Between the notification date and the fourth trading day prior to the redemption date, holders retained the right to convert the debentures into Transocean-Cayman's ordinary shares at a rate of 13.8627 ordinary shares per $1,000 debenture. During this period, Transocean-Cayman issued 5,499,613 ordinary shares upon conversion of $397 million aggregate principal amount of debentures. In November 2007, Transocean-Cayman redeemed the remaining debentures at an approximate cost of $3 million, plus accrued and unpaid interest.

Holders of Transocean-Cayman's 1.5% Convertible Debentures due May 15, 2021 had the option to require Transocean-Cayman to repurchase their debentures in May 2006; however, no holders exercised such right. In May 2006, holders of $101,000 aggregate principal amount converted their debentures into Transocean-Cayman's ordinary shares at a conversion rate of 13.8627 ordinary shares per $1,000 debenture, resulting in the issuance of 1,399 ordinary shares.

Note 12—Interest Rate Swaps

In June 2001 and February 2002, we entered into interest rate swaps with various banks related to certain notes in the aggregate notional amount of $1.6 billion. In January 2003, we terminated all our outstanding interest rate swaps, which were designated as fair value hedges, and recorded $174 million as a fair value adjustment to the underlying long-term debt in our consolidated balance sheet. We amortize this amount as a reduction to interest expense over the remaining life of the underlying debt. During the years ended December 31, 2008, 2007 and 2006 such reduction amounted to $3 million ($0.01 per diluted share) for each year. At December 31, 2008, 2007 and 2006, the remaining balance to be amortized was $8 million, $12 million and $15 million respectively, which was entirely related to the 6.625% Notes due April 2011.

At December 31, 2008, 2007 and 2006, we had no outstanding interest rate swaps. See Note 26—Subsequent Events.

Note 13—Fair Value of Financial Instruments

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash and cash equivalents—The carrying amounts approximate fair value because of the short maturity of those instruments.

Accounts receivable-trade—The carrying amount, net of valuation allowance approximates fair value because of the short maturity of those instruments.

Short-term investments—The carrying amount represents the estimated fair value, measured pursuant to SFAS 157 using quoted prices for identical instruments in active markets and quoted prices for identical or similar instruments in markets that are not active.

Debt—The carrying value and estimated fair value are comprised of the following (in millions):

 

 

December 31, 2008

 

 

 

December 31, 2007

 

 

 

Carrying value

 

 

 

Fair

value

 

 

 

Carrying value

 

 

 

Fair

value

 

Long-term debt, including current maturities

$

14,186

 

 

 

$

12,838

 

 

 

$

17,257

 

 

 

$

17,935

 

The fair value of our fixed rate debt is calculated based on market prices. The carrying value of variable rate debt approximates fair value due to the amendments to our credit facilities in November 2008, including increased credit facility fees. The fair value of the TPDI Notes and the ODL Loan Facility with an aggregate carrying value of $111 million and $241 million at December 31, 2008 and 2007, respectively, is included in the fair values stated above since there is no available market price for such related party debts (see Note 24—Related Party Transactions).

Note 14—Financial Instruments and Risk Concentration

Foreign exchange risk—Our international operations expose us to foreign exchange risk. This risk is primarily associated with compensation costs denominated in currencies other than the U.S. dollar, which is our functional currency, and with purchases from foreign suppliers. We use a variety of techniques to minimize the exposure to foreign exchange risk, including customer contract payment terms and the possible use of foreign exchange derivative instruments.

Our primary foreign exchange 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, other statutory requirements, local currency convertibility and the impact of inflation on local costs, actual foreign exchange needs may vary from those anticipated in the customer contracts, resulting in partial exposure to foreign exchange risk. Fluctuations in foreign currencies typically have not had a material impact on overall results. In situations where payments of local currency do not equal local currency requirements, foreign exchange derivative instruments, specifically foreign exchange forward contracts, or spot purchases, may be used to mitigate foreign

 

 

- 83 -



 


TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

currency risk. A foreign exchange forward contract obligates us to exchange predetermined amounts of specified foreign currencies at specified exchange rates on specified dates or to make an equivalent U.S. dollar payment equal to the value of such exchange.

We do not enter into derivative transactions for speculative purposes. Gains and losses on foreign exchange derivative instruments, which qualify as accounting hedges, are deferred as other comprehensive income and recognized when the underlying foreign exchange exposure is realized. Gains and losses on foreign exchange derivative instruments, which do not qualify as hedges for accounting purposes, are recognized currently based on the change in market value of the derivative instruments. At December 31, 2008 and 2007, we had no outstanding foreign exchange derivative instruments.

Interest rate risk—Our use of debt directly exposes us to interest rate risk. Floating rate debt, where the interest rate can be changed every year or less 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 should we refinance maturing debt with new debt.

In addition, we are exposed to interest rate risk in our cash investments, as the interest rates on these investments change with 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. These derivatives are used as hedges and are not used for speculative or trading purposes. Interest rate swaps are designated as a hedge 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.

We had no interest rate swap transactions outstanding as of December 31, 2008 and 2007. See Note 26—Subsequent Events.

Credit risk—Financial instruments that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents, short-term investments and trade receivables. It is our practice to place 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 derive the majority of our revenue from services to international oil companies, government-owned and government-controlled oil companies. Receivables are dispersed in various countries. See Note 23—Segments, Geographical Analysis and Major Customers. We maintain an allowance for doubtful accounts receivable based upon expected collectibility and establish reserves for doubtful accounts on a case-by-case basis when we believe the required payment of specific amounts owed to us is unlikely to occur. Although we have encountered isolated credit problems with independent oil companies, we are not aware of any significant credit risks relating to our customer base and do not generally require collateral or other security to support customer receivables.

Labor agreements—We require highly skilled personnel to operate our drilling units. As a result, we conduct extensive personnel recruiting, training and safety programs. At December 31, 2008, we had approximately 21,600 employees and we also utilized approximately 4,700 persons through contract labor providers. Some of our employees, most of whom work in Nigeria, the U.K., Egypt and Norway, are represented by collective bargaining agreements. In addition, some of our contracted labor work under collective bargaining agreements. Many of these represented individuals are working under agreements that are subject to ongoing salary negotiation in 2009. These negotiations could result in higher personnel expenses, other increased costs or increased operation restrictions. Additionally, the unions in the U.K. have sought an interpretation of the application of the Working Time Regulations to the offshore sector. The Employment Appeal Tribunal (the "Tribunal") has issued its decision in favor of the unions and held, in part, that offshore workers are entitled to another 14 days of annual leave. We have appealed in the first instance to the Tribunal. Oral arguments on the appeal have been held but no decision has been issued. The application of the Working Time Regulations to the offshore sector could result in higher labor costs in future periods and could undermine our ability to obtain a sufficient number of skilled workers in the U.K.

 

 

- 84 -



 


TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

Note 15—Other Long-Term Liabilities

Other long-term liabilities are comprised of the following (in millions):

 

 

December 31,

 

 

 

2008

 

 

2007

 

 

 

 

 

 

 

 

 

 

Drilling contract intangibles

 

$

593

 

 

$

1,394

 

Accrued pension liabilities

 

 

488

 

 

 

133

 

Long-term income taxes payable

 

 

460

 

 

 

410

 

Accrued retiree life insurance and medical benefits

 

 

60

 

 

 

52

 

Deferred revenue

 

 

54

 

 

 

39

 

Other

 

 

100

 

 

 

97

 

Total other long-term liabilities

 

$

1,755

 

 

$

2,125

 

Note 16—Retirement Plans, Other Postemployment Benefits and Other Benefit Plans

Defined benefit pension plans—We maintain two qualified defined benefit pension plans in the U.S., one of which we assumed in connection with the Merger (the "Retirement Plans"), covering substantially all U.S. employees. We also maintain two unfunded supplemental benefit plans (the "Supplemental Benefit Plans") and two other unfunded supplemental benefit plans (the "Other Supplemental Benefit Plans"), three of which we assumed in connection with the Merger, to provide certain eligible employees with benefits in excess of those allowed under the Retirement Plans. Effective January 1, 2009, we merged the two Retirement Plans to form a single qualified defined benefit pension plan, and we combined the two Supplemental Benefit Plans to form a single unfunded supplemental benefit plan.

In connection with the Merger, we amended the Supplemental Benefit Plans to provide employees terminated under a severance plan with age, earnings and service benefits ("Severance Credits") described in the Severance Plan, as defined below, and similar severance arrangements. The Supplemental Benefit Plans provide Severance Credits for the period of time following termination during which severance is paid (the "Salary Continuation Period"). Alternatively, to provide the value of the Severance Credits to an eligible employee who receives severance in a lump sum, the Severance Credits are granted for the period of time over which the lump sum would have been paid had it been paid as salary continuation (the "Severance Continuation Period Equivalent"). The amended Supplemental Benefit Plans also provide for a lump-sum form of payment within 90 days after a participant's termination of employment and a six-month delay on benefits payable to "specified employees" under Section 409A of the Internal Revenue Code.

We assumed three defined benefit pension plans in connection with the R&B Falcon merger (two funded and one unfunded) and one unfunded defined benefit plan in connection with the Merger (collectively, the "Frozen Plans"), all of which were frozen prior to the respective mergers and for which benefits no longer accrue but the pension obligations have not been fully distributed.

We refer to the Retirement Plans, the Supplemental Benefit Plans, the Other Supplemental Benefit Plans and the Frozen Plans, collectively, as the "U.S. Plans".

Also, as a result of the Merger, we assumed a defined benefit plan in the U.K. (the "U.K. Plan") covering certain current and former legacy GlobalSantaFe employees in the U.K. In addition, we provide several defined benefit plans, primarily group pension schemes with life insurance companies covering our Norway operations and two unfunded plans covering certain of our employees and former employees (the "Norway Plans"). Our contributions to the Norway Plans are determined primarily by the respective life insurance companies based on the terms of the plan. For the insurance-based plans, annual premium payments are considered to represent a reasonable approximation of the service costs of benefits earned during the period. We also have unfunded defined benefit plans (the "Other Plans") that provide retirement and severance benefits for certain of our Indonesian, Nigerian and Egyptian employees.

We refer to the U.S. Plans, the U.K. Plan, the Norway Plans and the Other Plans, collectively, as the "Transocean Plans'. On December 31, 2006, we adopted the recognition and disclosure standards of SFAS No. 158, Employer's Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R) ("SFAS 158"). For all Transocean Plans, we use a January 1 measurement date for net periodic benefit cost and a December 31 measurement date for benefit obligations and plan assets.

 

 

- 85 -



 


TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

The change in projected benefit obligation, change in plan assets, funded status and the amounts recognized in the consolidated balance sheets are shown in the table below (in millions):

 

 

December 31,

 

 

 

2008

 

 

 

2007

 

Change in projected benefit obligation

 

 

 

 

 

 

 

 

 

Projected benefit obligation at beginning of year

 

$

1,065

 

 

 

$

351

 

Projected benefit obligations for assumed pension plans

 

 

 

 

 

 

686

 

Plan amendments

 

 

(11

)

 

 

 

 

Actuarial (gains) losses

 

 

148

 

 

 

 

(1

)

Service cost

 

 

46

 

 

 

 

22

 

Interest cost

 

 

64

 

 

 

 

24

 

Foreign currency exchange rate changes

 

 

(85

)

 

 

 

 

Benefits paid

 

 

(82

)

 

 

 

(17

)

Participant contributions

 

 

3

 

 

 

 

 

Special termination benefits

 

 

3

 

 

 

 

 

Settlements and curtailments

 

 

(1

)

 

 

 

 

Projected benefit obligation at end of year

 

$

1,150

 

 

 

$

1,065

 

 

 

 

 

 

 

 

 

 

 

Change in plan assets

 

 

 

 

 

 

 

 

 

Fair value of plan assets at beginning of year

 

$

939

 

 

 

$

273

 

Fair value of assumed pension plans

 

 

 

 

 

 

655

 

Actual return on plan assets

 

 

(196

)

 

 

 

9

 

Foreign currency exchange rate changes

 

 

(75

)

 

 

 

(3

)

Employer contributions

 

 

74

 

 

 

 

22

 

Participant contributions

 

 

3

 

 

 

 

 

Benefits paid

 

 

(82

)

 

 

 

(17

)

Fair value of plan assets at end of year

 

$

663

 

 

 

$

939

 

 

 

 

 

 

 

 

 

 

 

Funded status

 

$

(487

)

 

 

$

(126

)

 

 

 

 

 

 

 

 

 

 

Amounts recognized in the consolidated balance sheets consist of:

 

 

 

 

 

 

 

 

 

Pension asset, non-current

 

$

 

 

 

$

32

 

Accrued pension liability, current

 

 

7

 

 

 

 

31

 

Accrued pension liability, non-current

 

 

480

 

 

 

 

127

 

Accumulated other comprehensive income (a)

 

 

(432

)

 

 

 

(55

)

________________________________

(a) Amounts are before income tax effect of $21 million and $12 million for December 31, 2008 and 2007, respectively.

 

The aggregate projected benefit obligation and fair value of plan assets for plans with a projected benefit obligation in excess of plan assets are as follows (in millions):

 

 

December 31,

 

 

 

2008

 

 

 

2007

 

 

 

 

 

 

 

 

 

 

 

Projected benefit obligation

 

$

1,150

 

 

 

$

419

 

Fair value of plan assets

 

 

663

 

 

 

 

261

 

 

 

- 86 -



 

 


TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

The accumulated benefit obligation for all defined benefit pension plans was $983 million and $939 million at December 31, 2008 and 2007, respectively. The aggregate accumulated benefit obligation and fair value of plan assets for plans with an accumulated benefit obligation in excess of plan assets are as follows (in millions):

 

 

December 31,

 

 

 

2008

 

 

 

2007

 

 

 

 

 

 

 

 

 

 

 

Accumulated benefit obligation

 

$

927

 

 

 

$

256

 

Fair value of plan assets

 

 

607

 

 

 

 

165

 

 

Net periodic benefit cost included the following components (in millions):

 

 

Years ended December 31,

 

 

 

2008

 

 

 

2007

 

 

 

2006

 

Components of net periodic benefit cost (a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$

46

 

 

 

$

22

 

 

 

$

20

 

Interest cost

 

 

64

 

 

 

 

24

 

 

 

 

19

 

Expected return on plan assets

 

 

(74

)

 

 

 

(26

)

 

 

 

(20

)

Recognized net actuarial losses

 

 

4

 

 

 

 

5

 

 

 

 

5

 

Amortization of prior service cost

 

 

1

 

 

 

 

1

 

 

 

 

1

 

Amortization of net transition obligation

 

 

1

 

 

 

 

1

 

 

 

 

1

 

Settlements and curtailments

 

 

(1

)

 

 

 

 

 

 

 

 

Special termination benefits

 

 

3

 

 

 

 

 

 

 

 

 

Net periodic benefit cost

 

$

44

 

 

 

$

27

 

 

 

$

26

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in minimum pension liability included in other comprehensive income

 

$

(b)

 

 

 

$

(b)

 

 

 

$

(25

)

________________________________

(a)

Amounts are before income tax effect.

(b)

Disclosure is not applicable for December 31, 2008 and 2007 due to adoption of SFAS 158.

 

For the years ended December 31, 2008 and 2007, our components of net periodic benefit cost include $4 million and $5 million, respectively, of net actuarial losses which were recognized in other comprehensive income. There were no amounts recognized in other comprehensive income as components of net periodic benefit cost in the year ended December 31, 2006. The following table shows the amounts in accumulated other comprehensive income that have not been recognized as components of net periodic benefit costs (in millions):

 

 

December 31,

 

 

 

2008 (a)

 

 

2007 (a)

 

 

 

 

 

 

 

 

 

 

Net actuarial loss

 

$

446

 

 

$

57

 

Net prior service credit

 

 

(15

)

 

 

(3

)

Net transition obligation

 

 

1

 

 

 

1

 

Total unrecognized accumulated other comprehensive income

 

$

432

 

 

$

55

 

________________________________

(a)

Amounts are before income tax effect.

 

 

- 87 -



 


TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

The following table shows the amounts in accumulated other comprehensive income expected to be recognized as components of net periodic benefit cost during the next fiscal year (in millions):

 

 

Year ending December 31,

 

 

 

2009

 

 

 

 

 

 

Net actuarial loss

 

$

14

 

Net prior service credit

 

 

(1

)

Net transition obligation

 

 

1

 

Total amount in accumulated other comprehensive income expected to be recognized next year

 

$

14

 

 

Pension obligations are actuarially determined and are affected by assumptions including expected return on plan assets, discount rates, compensation increases and employee turnover rates. We evaluate our assumptions periodically and make adjustments to these assumptions and the recorded liabilities as necessary.

Two of the most critical assumptions used in calculating our pension expense and liabilities are the expected long-term rate of return on plan assets and the assumed discount rate. We evaluate assumptions regarding the estimated long-term rate of return on plan assets based on historical experience and future expectations on investment returns, which are calculated by an unaffiliated investment advisor utilizing the asset allocation classes held by the plan's portfolios. Beginning on December 31, 2005, we utilized a yield curve approach based on Aaa corporate bonds and the expected timing of future benefit payments as a basis for determining the discount rate for our U.S. Plans. Changes in these and other assumptions used in the actuarial computations could impact our projected benefit obligations, pension liabilities, pension expense and other comprehensive income. We base our determination of pension expense on a market-related valuation of assets that reduces year-to-year volatility. This market-related valuation recognizes investment gains or losses over a five-year period from the year in which they occur. Investment gains or losses for this purpose are 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.

The following are the weighted-average assumptions used to determine benefit obligations:

 

 

December 31,

 

 

 

2008

 

 

 

2007

 

 

 

 

 

 

 

 

 

Discount rate

 

5.57

%

 

 

6.07

%

Rate of compensation increase

 

4.28

%

 

 

4.57

%

 

The following are the weighted-average assumptions used to determine net periodic benefit cost:

 

 

December 31,

 

 

 

2008

 

 

 

2007

 

 

 

2006

 

 

 

 

 

 

 

 

 

 

 

 

 

Discount rate

 

6.09

%

 

 

5.90

%

 

 

5.69

%

Expected long-term rate of return on plan assets

 

8.08

%

 

 

8.40

%

 

 

8.49

%

Rate of compensation increase

 

4.59

%

 

 

4.59

%

 

 

4.54

%

 

We review our investments and policies annually. In determining our asset allocation strategy, we review models presenting many different asset allocation scenarios to assess the most appropriate target allocation to produce long-term gains without taking on undue risk. In January 2009, we modified our target allocation to 70 percent equity securities, 30 percent debt securities. Through December 2008, our target allocation was 60 percent equity securities, 30 percent debt securities and 10 percent other investments. Other investments are generally a diversified mix of funds that specialize in various equity and debt strategies that are expected to provide positive returns each year relative to U.S. Treasury Bills. These strategies included, among others, arbitrage, short-selling, and merger and acquisition investment opportunities. We review asset allocations and results quarterly to ensure that managers continue to achieve specified objectives and policies as written and agreed to by us and each manager.

The plan's investment managers have discretion in the securities in which they may invest within their asset category. Given this discretion, the managers may occasionally invest in our stock or debt, including taking either long or short positions in such securities. As these managers are required to maintain well diversified portfolios, the actual investment in our shares or debt would be immaterial relative to asset categories and the overall plan.

 

 

- 88 -



 


TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

Our pension plan weighted-average asset allocations for funded Transocean Plans by asset category are as follows:

 

 

December 31,

 

 

 

2008

 

 

 

2007

 

 

 

 

 

 

 

 

 

Equity securities

 

59.7

%

 

 

64.9

%

Debt securities

 

32.2

%

 

 

28.4

%

Other

 

8.1

%

 

 

6.7

%

Total

 

100.0

%

 

 

100.0

%

 

No plan assets are expected to be returned to us during the year ending December 31, 2009.

We contributed $74 million to our defined benefit pension plans in 2008, which were funded from our cash flows from operations. During 2008, contributions of $60 million were made to the funded U.S. Plans, $7 million each for the funded Norway Plans and U.K. Plan and less than $1 million to the Other Non-U.S. Plans.

We expect to contribute a total of $88 million to the Transocean Plans in 2009. These contributions are comprised of an estimated $65 million to meet the minimum funding requirements for the funded U.S. Plans, $7 million to fund expected benefit payments for the unfunded U.S. Plans and the Other Non-U.S. Plans, $11 million for the funded Norway Plans and $5 million for the U.K. Plan.

The following pension benefits payments are expected to be paid by the Transocean Plans (in millions):

Years ending December 31,

 

 

 

2009

 

$

40

 

2010

 

 

39

 

2011

 

 

44

 

2012

 

 

44

 

2013

 

 

47

 

2014-2017

 

 

286

 

 

Postretirement benefits other than pensions—We have several unfunded contributory and noncontributory other postretirement employee benefits ("OPEB") plans, including one that we assumed in connection with the Merger, covering substantially all of our U.S. employees. Funding of benefit payments for plan participants will be made as costs are incurred. The postretirement health care plans include a limit on our share of costs for recent and future retirees. For all plans, we have historically and continue to use a January 1 measurement date for net periodic benefit cost and a December 31 measurement date for benefit obligations.

Net periodic benefit cost for these post retirement plans and their components, including service cost, interest cost, amortization of prior service cost and recognized net actuarial losses were $3 million for the year ended December 31, 2008 and less than $2 million for each of the years ended December 31, 2007 and 2006.

 

 

- 89 -



 


TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

The change in benefit obligation, change in plan assets, funded status and amounts recognized in the consolidated balance sheets are shown in the table below (in millions):

 

 

December 31,

 

 

 

2008

 

 

 

2007

 

Change in benefit obligation

 

 

 

 

 

 

 

 

 

Benefit obligation at beginning of year

 

$

55

 

 

 

$

36

 

Projected benefit obligations for assumed OPEB Plan

 

 

 

 

 

 

21

 

Service cost

 

 

1

 

 

 

 

1

 

Interest cost

 

 

3

 

 

 

 

2

 

Actuarial (gains) losses

 

 

9

 

 

 

 

(3

)

Participant contributions

 

 

1

 

 

 

 

1

 

Benefits paid

 

 

(5

)

 

 

 

(3

)

Benefit obligation at end of year

 

$

64

 

 

 

$

55

 

 

 

 

 

 

 

 

 

 

 

Change in plan assets

 

 

 

 

 

 

 

 

 

Fair value of plan assets at beginning of year

 

$

 

 

 

$

 

Employer contributions

 

 

4

 

 

 

 

2

 

Participant contributions

 

 

1

 

 

 

 

1

 

Benefits paid

 

 

(5

)

 

 

 

(3

)

Fair value of plan assets at end of year

 

$

 

 

 

$

 

 

 

 

 

 

 

 

 

 

 

Funded status

 

$

(64

)

 

 

$

(55

)

 

 

 

 

 

 

 

 

 

 

Amounts recognized in the consolidated balance sheets consist of:

 

 

 

 

 

 

 

 

 

Accrued postretirement benefit liability, current

 

$

3

 

 

 

$

3

 

Accrued postretirement benefit liability, non-current

 

 

61

 

 

 

 

52

 

Accumulated other comprehensive income (a)

 

 

(8)

 

 

 

 

2

 

________________________________

(a)

Amounts are before income tax effect.

There were no amounts recognized in other comprehensive income as components of net periodic benefit cost in the years ended December 31, 2008, 2007 and 2006.

The following table shows the amounts in accumulated other comprehensive income that have not been recognized as components of net periodic benefit costs (in millions):

 

 

December 31,

 

 

 

2008 (a)

 

 

2007 (a)

 

 

 

 

 

 

 

 

 

 

Net actuarial loss

 

$

22

 

 

$

13

 

Net prior service credit

 

 

(14

)

 

 

(15

)

Net transition obligation

 

 

 

 

 

 

Total unrecognized accumulated other comprehensive income

 

$

8

 

 

$

(2

)

________________________________

(a)

Amounts are before income tax effect.

The amounts in accumulated other comprehensive income to be recognized as components of net periodic benefit cost, including net loss and net prior service credit, are expected to be less than $1 million during the year ending December 31, 2009.

Our OPEB obligations and the related benefit costs are accounted for in accordance with SFAS No. 106, Employers' Accounting for Postretirement Benefits Other than Pensions. Postretirement costs and obligations are actuarially determined and are affected by assumptions including expected discount rates, employee turnover rates and health care cost trend rates. We evaluate our assumptions periodically and make adjustments to these assumptions and the recorded liabilities as necessary.

 

 

- 90 -



 


TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

Two of the most critical assumptions for postretirement benefit plans are the assumed discount rate and the expected health care cost trend rates. We utilize a yield curve approach based on Aa corporate bonds and the expected timing of future benefit payments as a basis for determining the discount rate. The accumulated postretirement benefit obligation and service cost were developed using a health care trend rate of 8.55 percent for 2008 reducing on an average of approximately 0.59 percent per year to an ultimate trend rate of 5 percent per year for 2014 and later. The initial trend rate was selected with reference to recent Transocean experience and broader national statistics. The ultimate trend rate is a long-term assumption and was selected to reflect the anticipation that the portion of gross domestic product devoted to health care becomes constant. Changes in these and other assumptions used in the actuarial computations could impact our projected benefit obligations, pension liabilities and pension expense.

Weighted-average discount rates used to determine benefit obligations were 5.35 percent and 5.96 percent for the years ended December 31, 2008 and 2007, respectively.

Weighted-average assumptions used to determine net periodic benefit cost were 5.96 percent, 5.80 percent and 5.37 percent for the years ended December 31, 2008, 2007 and 2006, respectively.

Assumed health care cost trend rates were as follows:

 

 

December 31,

 

 

 

2008

 

 

 

2007

 

 

 

 

 

 

 

 

 

Health care cost trend rate assumed for next year

 

8.55

%

 

 

9.73

%

Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)

 

5

%

 

 

5

%

Year that the rate reaches the ultimate trend rate

 

2014

 

 

 

2014

 

 

The assumed health care cost trend rate could have a significant impact on the amounts reported for postretirement benefits other than pensions. A one-percentage point change in the assumed health care trend rate would result in a change of $5 million in postretirement benefit obligations as of December 31, 2008 and less than $1 million in total service and interest cost components in 2008.

The following postretirement benefits payments are expected to be paid (in millions):

Years ending December 31,

 

 

 

2009

 

$

3

 

2010

 

 

3

 

2011

 

 

3

 

2012

 

 

4

 

2013

 

 

4

 

2014-2017

 

 

21

 

 

Defined contribution plans—In 2008, we sponsored six defined contribution plans, including (1) two qualified defined contribution savings plans covering certain employees working in the U.S. (the "U.S. Savings Plans"), (2) one defined contribution savings plan for certain employees in working in the U.K. (the "U.K. Savings Plan"), (3) two defined contribution savings plans covering certain employees working outside the U.S. and U.K. (the "International Savings Plans"), and (4) one defined contribution pension plan that covers certain employees working outside the U.S. (the "International Pension Plan'). We assumed one of the U.S. Savings Plans, the U.K. Savings Plan and one of the International Savings Plans in connection with the Merger (the "Assumed Savings Plans").

Effective January 1, 2009, we merged the two U.S. Savings Plans to form one qualified U.S. Savings Plan. Additionally, we closed one of the International Savings Plans and the U.K. Savings Plan, both assumed in connection with the Merger, to new participants and additional contributions, and the participants of these closed savings plans were, thereafter, eligible to participate in the remaining International Savings Plan. The three surviving defined contribution plans include the U.S. Savings Plan, the remaining International Savings Plan (the "Surviving Savings Plans") and the International Pension Plan.

For the closed International Savings Plan, we made matching contributions of up to 7 percent of each covered employee's base salary, depending on the employee's contribution to the plan. For the other two Assumed Savings Plans, we made contributions of up to 6 percent of the employee's base salary, depending on the employee's contribution to the plan. For each of the Surviving Savings Plans, we make a matching contribution of up to 6.0 percent of each covered employee's base salary, based on the employee's contribution to the plan. For the International Pension Plan, we contribute between 4.5 percent and 6.5 percent of each covered employee's base salary, based on the employee's years of eligible service.

 

 

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TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

Severance plan—We established a special transition severance plan for certain employees on the U.S. payroll that were employed at the time of the Merger and involuntarily terminated during the period from November 27, 2007 through November 27, 2009 (the "Severance Plan"). The amount of the severance benefit ranges from 26 weeks to 104 weeks of the employee's weekly base pay, determined by a formula that considers the employee's annual base salary and years of service with additional amounts paid to those employees over the age of 39 years that work in the U.S. or have U.S. citizenship.

In addition to the severance benefit, affected employees are eligible to elect coverage under specified medical, retiree medical, dental and employee assistance plans until the earlier of the date the employee becomes eligible for other employer coverage and the expiration of the number of weeks that corresponds to the number of weeks used to calculate the severance benefit. Certain affected employees are also granted Severance Credits for retirement purposes and qualify for compensation and benefits offered to those employees terminated for convenience of the company pursuant to the terms of any benefit plan, award or agreement in effect on November 27, 2007, to the extent applicable.

In connection with the Merger, we established a liability of $44 million for the estimated severance-related costs associated with the involuntary termination of 218 employees pursuant to the Severance Plan. Through December 31, 2008, severance-related costs of approximately $35 million have been paid to employees whose positions were eliminated as a result of the consolidation of operations and administrative functions following the Merger.

Note 17—Commitments and Contingencies

Lease obligations(We have operating lease commitments expiring at various dates, principally for real estate, office space and office equipment. In addition to rental payments, some leases provide that we pay a pro rata share of operating costs applicable to the leased property. At December 31, 2008, the GSF Explorer drillship, recorded in property and equipment, net in the amount of $212 million, is held under a capital lease through 2026. As of December 31, 2008, future minimum rental payments related to noncancellable operating leases and the capital lease are as follows (in millions):

Years ending December 31,

 

Capital
Lease

 

 

Operating
Leases

 

2009

 

$

2

 

 

$

34

 

2010

 

 

2

 

 

 

31

 

2011

 

 

2

 

 

 

18

 

2012

 

 

2

 

 

 

12

 

2013

 

 

2

 

 

 

9

 

Thereafter

 

 

22

 

 

 

25

 

Total future minimum rental payment

 

$

32

 

 

$

129

 

Less amount representing imputed interest

 

 

(16

)

 

 

 

 

Present value of future minimum rental payments under capital leases

 

 

16

 

 

 

 

 

Less current portion included in accrued liabilities

 

 

(2

)

 

 

 

 

Long-term capital lease obligation

 

$

14

 

 

 

 

 

 

Rental expense for all leases, including leases with terms of less than one year, was approximately $89 million, $51 million and $32 million for the years ended December 31, 2008, 2007 and 2006, respectively.

Purchase obligations—At December 31, 2008, our purchase obligations as defined by SFAS No. 47, Disclosure of Long-Term Obligations (as amended), related to our ten newbuilds are as follows (in millions):

Years ending December 31,

 

 

 

2009

 

$

843

 

2010

 

 

1,446

 

2011

 

 

 

2012

 

 

 

2013

 

 

 

Thereafter

 

 

 

Total

 

$

2,289

 

 

 

 

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TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

Legal proceedings—In 2004, several of our subsidiaries were named, along with numerous unaffiliated defendants, in 21 complaints that were filed in the Circuit Courts of the State of Mississippi involving approximately 750 plaintiffs that alleged personal injury arising out of asbestos exposure in the course of their employment by some of these defendants between 1965 and 1986. The complaints also named as defendants certain subsidiaries of TODCO and certain subsidiaries of Sedco, Inc. to whom we may owe indemnity. Further, the complaints named other unaffiliated defendant companies, including companies that allegedly manufactured drilling related products containing asbestos. The complaints alleged that the defendants used asbestos-containing products in connection with drilling operations and included allegations of negligence, strict liability, and claims allowed under the Jones Act and general maritime law. The plaintiffs generally sought awards of unspecified compensatory and punitive damages. The Special Master who was appointed to oversee these cases required that each plaintiff file a separate amended complaint for each individual plaintiff and then he dismissed the original 21 complaints. We believe that we may have a direct or indirect interest in 44 of the resulting complaints. We have not been provided with sufficient information in all claims to determine the period of the claimants' exposure to asbestos, their medical condition or, in some cases, the vessels potentially involved in the claims. We historically have maintained broad liability insurance, but we are not certain whether our insurance will cover all liabilities arising out of the 44 claims. We intend to defend these lawsuits vigorously, but there can be no assurance as to their ultimate outcome.

One of our subsidiaries is involved in an action with respect to a customs matter relating to the Sedco 710 semisubmersible drilling rig. Prior to our merger with Sedco Forex, this drilling rig, which was working for Petrobras in Brazil at the time, had been admitted into the country on a temporary basis under authority granted to a Schlumberger entity. Prior to the Sedco Forex merger, the drilling contract with Petrobras was transferred from the Schlumberger entity to an entity that would become one of our subsidiaries, but Schlumberger did not transfer the temporary import permit to any of our subsidiaries. In early 2000, the drilling contract was extended for another year. On January 10, 2000, the temporary import permit granted to the Schlumberger entity expired, and renewal filings were not made until later that January. In April 2000, the Brazilian customs authorities cancelled the temporary import permit. The Schlumberger entity filed an action in the Brazilian federal court of Campos for the purpose of extending the temporary admission. Other proceedings were also initiated in order to secure the transfer of the temporary admission to our subsidiary. Ultimately, the court permitted the transfer of the temporary admission from Schlumberger to our subsidiary but did not rule on whether the temporary admission could be extended without the payment of a financial penalty. During the first quarter of 2004, the Brazilian customs authorities issued an assessment totaling approximately $114 million against our subsidiary.

The first level Brazilian court ruled in April 2007 that the temporary admission granted to our subsidiary had expired which allowed the Brazilian customs authorities to execute on their assessment. Following this ruling, the Brazilian customs authorities issued a revised assessment against our subsidiary. As of December 31, 2008, the U.S. dollar equivalent of this assessment was approximately $184 million in aggregate. We are not certain as to the basis for the increase in the amount of the assessment, and in September 2007, we received a temporary ruling in our favor from a Brazilian federal court that the valuation method used by the Brazilian customs authorities was incorrect. This temporary ruling was confirmed in January 2008 by a local court, but it is still subject to review at the appellate levels in Brazil. We intend to continue to aggressively contest this matter. We have appealed the first level Brazilian court's ruling to a higher level court in Brazil where we have also filed for a renewed stay, which was initially denied, but later granted through a separate proceeding. The original ruling to deny the stay is being reviewed by the Superior Court of Justice and we expect that either the stay that was ultimately granted or any order from the Superior Court of Justice in our favor will prevent enforcement of the whole amount in dispute. A ruling from the Superior Court of Justice is not subject to further appeal. There may be further judicial or administrative proceedings that result from this matter. While the court has granted us the right to continue our appeal without the posting of a bond, it is possible that we may be required to post a bond for up to the full amount of the assessment in connection with these proceedings. We have also put Schlumberger on notice that we consider any assessment to be solely the responsibility of Schlumberger, not our subsidiary, and we initiated proceedings in the State of New York, which were subsequently transferred to the State of Texas, against Schlumberger seeking a declaratory judgment in this respect. Nevertheless, we expect that the Brazilian customs authorities will continue to seek to recover the assessment solely from our subsidiary, not Schlumberger. Schlumberger has denied any responsibility for this matter, but remains a party to the proceedings. We do not expect the liability, if any, resulting from this matter to have a material adverse effect on our consolidated statement of financial position, results of operations or cash flows.

In the third quarter of 2006, we received tax assessments of approximately $112 million from the state tax authorities of Rio de Janeiro in Brazil against one of our Brazilian subsidiaries for customs taxes on equipment imported into the state in connection with our operations. The assessments resulted from a preliminary finding by these authorities that our subsidiary's record keeping practices were deficient. We currently believe that the substantial majority of these assessments are without merit. We filed an initial response with the Rio de Janeiro tax authorities on September 9, 2006 refuting these additional tax assessments. In September 2007, we received confirmation from the state tax authorities that they believe the additional tax assessments are valid, and as a result, we filed an appeal on September 27, 2007 to the state Taxpayer's Council contesting these assessments. While we cannot predict or provide assurance as to the final outcome of these proceedings, we do not expect it to have a material adverse effect on our consolidated statement of financial position, results of operations or cash flows.

One of our subsidiaries is involved in lawsuits arising out of the subsidiary's involvement in the design, construction and refurbishment of major industrial complexes. The operating assets of the subsidiary were sold and its operations discontinued in 1989, and the subsidiary has no remaining assets other than the insurance policies involved in its litigation, fundings from settlements with the primary insurers and funds received from the cancellation of certain insurance policies. The subsidiary has been named as a defendant, along with numerous other companies, in lawsuits alleging personal injury as a result of exposure to asbestos. As of December 31, 2008,

 

 

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TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

the subsidiary was a defendant in approximately 1,008 lawsuits. Some of these lawsuits include multiple plaintiffs and we estimate that there are approximately 2,973 plaintiffs in these lawsuits. For many of these lawsuits, we have not been provided with sufficient information from the plaintiffs to determine whether all or some of the plaintiffs have claims against the subsidiary, the basis of any such claims, or the nature of their alleged injuries. The first of the asbestos-related lawsuits was filed against this subsidiary in 1990. Through December 31, 2008, the amounts expended to resolve claims (including both attorneys' fees and expenses, and settlement costs) have not been material, and all deductibles with respect to the primary insurance have been satisfied. The subsidiary continues to be named as a defendant in additional lawsuits and we cannot predict the number of additional cases in which it may be named a defendant nor can we predict the potential costs to resolve such additional cases or to resolve the pending cases. However, the subsidiary has in excess of $1 billion in insurance limits. Although not all of the policies may be fully available due to the insolvency of certain insurers, we believe that the subsidiary will have sufficient insurance and funds from the settlements of litigation with insurance carriers available to respond to these claims. While we cannot predict or provide assurance as to the final outcome of these matters, we do not believe that the current value of the claims where we have been identified will have a material impact on our consolidated statement of financial position, results of operations or cash flows.

We are involved in various tax matters and various regulatory matters. We are involved in lawsuits relating to damage claims arising out of hurricanes Katrina and Rita, all of which are insured and which are not material to us. We are also involved in a number of other lawsuits, including a dispute for municipal tax payments in Brazil and a dispute involving customs procedures in India, neither of which is material to us, and all of which have arisen in the ordinary course of our business. We do not expect the liability, if any, resulting from these other matters to have a material adverse effect on our consolidated statement of financial position, results of operations or cash flows. We cannot predict with certainty the outcome or effect of any of the litigation matters specifically described above or of any such other pending or threatened litigation. There can be no assurance that our beliefs or expectations as to the outcome or effect of any lawsuit or other litigation matter will prove correct and the eventual outcome of these matters could materially differ from management's current estimates.

Environmental matters—We have certain potential liabilities under the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA") and similar state acts regulating cleanup of various hazardous waste disposal sites, including those described below. CERCLA is intended to expedite the remediation of hazardous substances without regard to fault. Potentially responsible parties ("PRPs") for each site include present and former owners and operators of, transporters to and generators of the substances at the site. Liability is strict and can be joint and several.

We have been named as a PRP in connection with a site located in Santa Fe Springs, California, known as the Waste Disposal, Inc. site. We and other PRPs have agreed with the U.S. Environmental Protection Agency ("EPA") and the U.S. Department of Justice ("DOJ") to settle our potential liabilities for this site by agreeing to perform the remaining remediation required by the EPA. The form of the agreement is a consent decree, which has been entered by the court. The parties to the settlement have entered into a participation agreement, which makes us liable for approximately eight percent of the remediation and related costs. The remediation is complete, and we believe our share of the future operation and maintenance costs of the site is not material. There are additional potential liabilities related to the site, but these cannot be quantified, and we have no reason at this time to believe that they will be material.

We have also been named as a PRP in connection with a site in California known as the Casmalia Resources Site. We and other PRPs have entered into an agreement with the EPA and the DOJ to resolve potential liabilities. Under the settlement, we are not likely to owe any substantial additional amounts for this site beyond what we have already paid. There are additional potential liabilities related to this site, but these cannot be quantified at this time, and we have no reason at this time to believe that they will be material.

We have been named as one of many PRPs in connection with a site located in Carson, California, formerly maintained by Cal Compact Landfill. On February 15, 2002, we were served with a required 90-day notification that eight California cities, on behalf of themselves and other PRPs, intend to commence an action against us under the Resource Conservation and Recovery Act ("RCRA"). On April 1, 2002, a complaint was filed by the cities against us and others alleging that we have liabilities in connection with the site. However, the complaint has not been served. The site was closed in or around 1965, and we do not have sufficient information to enable us to assess our potential liability, if any, for this site.

One of our subsidiaries has recently been ordered by the California Regional Water Quality Control Board to develop a testing plan for a site known as Campus 1000 Fremont in Alhambra, California. This site was formerly owned and operated by certain of our subsidiaries. It is presently owned by an unrelated party, which has received an order to test the property, the cost of which is expected to be in the range of $200,000. 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. 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.

 

 

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TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

Resolutions of other claims by the EPA, the involved state agency or PRPs are at various stages of investigation. These investigations involve determinations of:

•the actual responsibility attributed to us and the other PRPs at the site;

•appropriate investigatory and/or remedial actions; and

•allocation of the costs of such activities among the PRPs and other site users.

Our ultimate financial responsibility in connection with those sites may depend on many factors, including:

•the volume and nature of material, if any, contributed to the site for which we are responsible;

•the numbers of other PRPs and their financial viability; and

•the remediation methods and technology to be used.

It is difficult to quantify with certainty the potential cost of these environmental matters, particularly in respect of remediation obligations. Nevertheless, based upon the information currently available, we believe that our ultimate liability arising from all environmental matters, including the liability for all other related pending legal proceedings, asserted legal claims and known potential legal claims which are likely to be asserted, is adequately accrued and should not have a material effect on our financial position or ongoing results of operations. Estimated costs of future expenditures for environmental remediation obligations are not discounted to their present value.

Contamination litigation—On July 11, 2005, one of our subsidiaries was served with a lawsuit filed on behalf of three landowners in Louisiana in the 12th Judicial District Court for the Parish of Avoyelles, State of Louisiana. The lawsuit named nineteen other defendants, all of which were alleged to have contaminated the plaintiffs' property with naturally occurring radioactive material, produced water, drilling fluids, chlorides, hydrocarbons, heavy metals and other contaminants as a result of oil and gas exploration activities. Experts retained by the plaintiffs issued a report suggesting significant contamination in the area operated by the subsidiary and another codefendant, and claimed that over $300 million would be required to properly remediate the contamination. The experts retained by the defendants conducted their own investigation and concluded that the remediation costs would amount to no more than $2.5 million.

The plaintiffs and the codefendant threatened to add GlobalSantaFe as a defendant in the lawsuit under the "single business enterprise" doctrine contained in Louisiana law. The single business enterprise doctrine is similar to corporate veil piercing doctrines. On August 16, 2006, our subsidiary and its immediate parent company, each of which is an entity that no longer conducts operations or holds assets, filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. Later that day, the plaintiffs dismissed our subsidiary from the lawsuit. Subsequently, the codefendant filed various motions in the lawsuit and in the Delaware bankruptcies attempting to assert alter ego and single business enterprise claims against GlobalSantaFe and two other subsidiaries in the lawsuit. The efforts to assert alter ego and single business enterprise theory claims against GlobalSantaFe were rejected by the Court in Avoyelles Parish and the lawsuit against the other defendant went to trial on February 19, 2007. This lawsuit was resolved at trial with a settlement by the codefendant that included a $20 million payment and certain cleanup activities to be conducted by the codefendant.

The codefendant sought to dismiss the bankruptcies. In addition, the codefendant filed proofs of claim against both our subsidiary and its parent with regard to its claims arising out of the settlement of the lawsuit. On February 15, 2008, the Bankruptcy Court denied the codefendant's request to dismiss the bankruptcy case but modified the automatic stay to allow the codefendant to proceed on its claims against the debtors, our subsidiary and its parent, and their insurance companies. The codefendant subsequently filed suit against the debtors and certain of its insurers in the Court of Avoyelles Parish to determine their liability for the settlement.

The codefendant filed a Notice of Appeal of the rulings of the Bankruptcy Court. GlobalSantaFe and its two subsidiaries also filed Notices of Appeal to the U. S. District Court for the District of Delaware. On January 27, 2009, the codefendant's appeal was granted by the District Court and the bankruptcy case was remanded to the Bankruptcy Court with instructions to have the case dismissed. On February 10, 2009, the Bankruptcy Court entered an order dismissing the bankruptcy case. The debtors, GlobalSantaFe and the two subsidiaries have filed Notices of Appeal of the District Court's ruling with the U. S. Court of Appeals for the Third Circuit. On February 18, 2009, the District Court stayed its ruling which instructed the Bankruptcy Court to dismiss the case.

We believe that these legal theories should not be applied against GlobalSantaFe or these other two subsidiaries, and that in any event the manner in which the parent and its subsidiaries conducted their businesses does not meet the requirements of these theories for imposition of liability. Our subsidiary, its parent and GlobalSantaFe intend to continue to vigorously defend against any action taken in an attempt to impose liability against them under the theories discussed above or otherwise and believe they have good and valid defenses thereto. We are unable to determine the value of these claims as of the date of the Merger. We do not believe that these claims will have a material impact on our consolidated statement of financial position, results of operations or cash flows.

Retained risk—Our insurance program is a 12-month policy period beginning May 1, 2008. Under the program, we generally maintain a $125 million per occurrence deductible on our hull and machinery, which is subject to an aggregate deductible of $250 million. However, in the event of a total loss or a constructive total loss of a drilling unit, such loss is fully covered by our insurance with no deductible. Additionally, we maintain a $10 million per occurrence deductible on crew personal injury liability and $5 million per occurrence deductible on third-party property claims, which together are subject to an aggregate deductible of $50 million that is applied to any occurrence in excess of the per occurrence deductible until the aggregate deductible is exhausted. We also carry $950 million of third-party liability coverage exclusive of the personal injury liability deductibles, third-party property liability deductibles and retention amounts

 

 

- 95 -



 


TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

described above. We retain the risk for any liability losses in excess of the $950 million limit. We have elected to self-insure operators extra expense coverage for our subsidiaries ADTI and CMI. This coverage provides protection against expenses related to well control and redrill liability associated with blowouts. Generally, ADTI's clients assume, and indemnify ADTI for, liability associated with blowouts in excess of $50 million.

At present, the insured value of our drilling rig fleet is approximately $34 billion in aggregate. We do not generally have commercial market insurance coverage for physical damage losses to our fleet due to hurricanes in the U.S. Gulf of Mexico and war perils worldwide. We do not carry insurance for loss of revenue. In the opinion of management, adequate accruals have been made based on known and estimated losses related to such exposures.

Letters of credit and surety bonds—We had letters of credit outstanding totaling $751 million and $532 million at December 31, 2008 and 2007, respectively. These letters of credit guarantee various contract bidding and performance activities under various uncommitted lines provided by several banks.

As is customary in the contract drilling business, we also have various surety bonds in place that secure customs obligations relating to the importation of our rigs and certain performance and other obligations. Surety bonds outstanding totaled $37 million and $24 million at December 31, 2008 and 2007, respectively.

Note 18—Share-Based Compensation Plans

We have (i) a long-term incentive plan (the "Long-Term Incentive Plan") for executives, key employees and outside directors under which awards can be granted in the form of stock options, restricted shares, deferred units, SARs and cash performance awards and (ii) other incentive plans under which awards are currently outstanding. Awards that may be granted under the Long-Term Incentive Plan include traditional time-vesting awards ("time-based awards") and awards that are earned based on the achievement of certain performance criteria ("performance-based awards") or market factors ("market-based awards"). Our executive 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, 2008, we had 22.9 million shares authorized for future employee grants, including up to 6.0 million for restricted share awards, and 0.6 million shares authorized with respect to outside directors.

Time-based 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-based and market-based awards are typically awarded subject to either a two-year or a three-year measurement period during which the number of options, shares or deferred units remains uncertain. At the end of the measurement period, the awarded number of options, shares or deferred units is determined (the "determination date") subject to the stated vesting period. The two-year awards generally vest in three equal installments beginning on the determination date and on January 1 of each of the two subsequent years. The three-year awards generally vest in one aggregate installment following the determination date. Once vested, options and SARs generally have a 10-year term during which they are exercisable.

As of December 31, 2008, total unrecognized compensation costs related to all unvested share-based awards totaled $97 million, which is expected to be recognized over a weighted-average period of 2.0 years. There were no significant modifications during any of the years presented.

As a result of the Merger, we assumed all of the outstanding employee stock options and SARs of GlobalSantaFe. Each option and stock appreciation right of GlobalSantaFe outstanding as of the Merger effective date, to the extent not already fully vested and exercisable, became fully vested and exercisable into an option or SAR with respect to 0.6368 shares of Transocean at that time. The aggregate fair market value of options and SARs assumed in the Merger, computed as of the Merger date, was $157 million or $83.56 per option or SAR.

At the effective time of the Reclassification, all outstanding options to acquire Transocean-Cayman ordinary shares remained outstanding and became fully vested and exercisable. The number and exercise prices of the options to purchase Transocean-Cayman ordinary shares were adjusted based on the market price of Transocean-Cayman ordinary shares immediately preceding the effective date of the Reclassification and Merger in order to keep the aggregate intrinsic value of the options and SARs equal to the values immediately prior to such date. Each option to acquire Transocean-Cayman ordinary shares that was outstanding immediately prior to the Reclassification and Merger was converted into options to purchase 0.9392 Transocean-Cayman ordinary shares (rounded down to the nearest whole share) with a per share exercise price equal to the exercise price of the option immediately prior to the Reclassification and Merger divided by 0.9392 (rounded up to the nearest whole cent). Share amounts and related share prices with respect to stock options have been retroactively restated for all periods presented to give effect to the Reclassification.

All Transocean deferred units and restricted shares were exchanged for the same consideration for which each outstanding Transocean-Cayman ordinary share was exchanged in the Reclassification. As a result, holders of deferred units and restricted shares received $33.03 in cash and 0.6996 Transocean-Cayman ordinary shares for each deferred unit or restricted share they held immediately prior to the Reclassification. With respect to time-based deferred unit and restricted share awards made prior to July 21, 2007, all such consideration was fully vested as of the Merger date. However, with respect to those awards made on or after July 21, 2007, only the cash component of the consideration vested as of the Merger date, and the share consideration remained subject to the vesting restrictions set forth in the applicable award agreement. All performance-based awards for which the performance determination occurred prior to the

 

 

- 96 -



 


TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

Merger date became fully vested at that time. All unvested performance-based shares for which the performance determination had not yet occurred as of the Merger date became vested at 50 percent on the Merger date. The remaining shares not vested were forfeited in 2007. As a result, there were no performance-based shares outstanding at December 31, 2007. The numbers of restricted shares and deferred units in the tables and discussions below have been retroactively restated for all periods presented to give effect to reduction in shares that occurred in connection with the Reclassification. Weighted-average grant-date fair values per share for deferred units and restricted shares have not been restated.

As a result of the accelerated vesting of options, deferred units and restricted shares in connection with the Merger, we accelerated the recognition of $38 million of previously unrecognized compensation expense in the fourth quarter of 2007.

In connection with the Redomestication Transaction, we adopted and assumed the Long-Term Incentive Plan and other employee benefit plans and arrangements of Transocean-Cayman, and those plans and arrangements were amended as necessary to give effect to the Redomestication Transaction, including to provide (1) that our shares will be issued, held, available or used to measure benefits as appropriate under the plans and arrangements, in lieu of Transocean-Cayman ordinary shares, including upon exercise of any options or SARs issued under those plans and arrangements; and (2) for the appropriate substitution of us for Transocean-Cayman in those plans and arrangements. Additionally, we issued 16 million of our shares to Transocean-Cayman, 16 million of which remain available as of December 31, 2008, for future use to satisfy our obligations to deliver shares in connection with awards granted under incentive plans, warrants or other rights to acquire our shares.

We estimated the fair value of each option award under the Long-Term Incentive Plan on the grant date using the Black-Scholes-Merton option-pricing model with the following weighted-average assumptions:

 

 

Years ended December 31,

 

 

 

2008

 

 

 

2007

 

 

 

2006

 

Dividend yield

 

 

 

 

 

 

 

 

 

 

 

Expected price volatility

 

 

36%

 

 

 

 

31%

 

 

 

 

33%-37%

 

Risk-free interest rate

 

 

3.00%

 

 

 

 

4.88%-5.09%

 

 

 

 

4.52%-5.00%

 

Expected life of options

 

 

4.4 years

 

 

 

 

3.2 years

 

 

 

 

4.7 years

 

Weighted-average fair value of options granted

 

 

$49.32

 

 

 

 

$40.69

 

 

 

 

$31.30

 

 

We estimated the fair value of each option grant under the Employee Stock Purchase Plan ("ESPP") using the Black-Scholes-Merton option-pricing model with the following weighted-average assumptions:

 

 

Years ended December 31,

 

 

 

2008

 

 

 

2007

 

 

 

2006

 

Dividend yield

 

 

 

 

 

 

 

 

 

 

 

Expected price volatility

 

 

31%

 

 

 

 

33%

 

 

 

 

33%

 

Risk-free interest rate

 

 

3.15%

 

 

 

 

4.91%

 

 

 

 

4.42%

 

Expected life of options

 

 

1.0 year

 

 

 

 

1.0 year

 

 

 

 

1.0 year

 

Weighted-average fair value of options granted

 

 

$41.39

 

 

 

 

$23.01

 

 

 

 

$21.48

 

 

 

- 97 -



 


TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

Time-Based Awards

Stock options—The following table summarizes vested and unvested time-based vesting stock option ("time-based options") activity under our incentive plans during the year ended December 31, 2008:

 

 

Number
of shares
under option

 

 

Weighted-average
exercise price
per share

 

 

Weighted-average
remaining
contractual term
(years)

 

 

Aggregate intrinsic value
(in millions)

 

Outstanding at January 1, 2008

 

3,183,030

 

 

$

34.72

 

 

3.27

 

 

$

345

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Granted

 

276,281

 

 

 

144.32

 

 

 

 

 

 

 

 

Exercised

 

(1,066,173

)

 

 

41.26

 

 

 

 

 

 

 

 

Forfeited

 

(34,395

)

 

 

41.45

 

 

 

 

 

 

 

 

Outstanding at December 31, 2008

 

2,358,743

 

 

$

44.50

 

 

2.90

 

 

$

6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and exercisable at December 31, 2008

 

2,085,429

 

 

$

31.42

 

 

2.03

 

 

$

33

 

 

The weighted-average grant-date fair value of time-based options granted during the year ended December 31, 2008 was $49.32 per share. There were 3,073 and 2,132 time-based options granted during the years ended December 31, 2007 and 2006, respectively, with weighted-average grant-date fair values of $40.69 and $34.08 per share, respectively.

The total pretax intrinsic value of time-based options exercised during the year ended December 31, 2008 was $101 million. There were 2,112,853 and 1,904,346 time-based options exercised during the years ended December 31, 2007 and 2006, respectively. The total pretax intrinsic value of time-based options exercised was $156 million and $99 million during the years ended December 31, 2006 and 2005, respectively.

Restricted shares—The following table summarizes unvested share activity for time-based vesting restricted shares ("time-based shares") granted under our incentive plans during the year ended December 31, 2008:

 

 

Number
of
shares

 

 

Weighted-average
grant-date fair value
per share

 

Unvested at January 1, 2008

 

369,926

 

 

$

109.98

 

 

 

 

 

 

 

 

 

Granted

 

259,057

 

 

 

126.26

 

Vested

 

(129,979

)

 

 

110.62

 

Forfeited

 

(71,539

)

 

 

116.43

 

Unvested at December 31, 2008

 

427,465

 

 

$

118.58

 

 

The total grant-date fair value of time-based shares that vested during the year ended December 31, 2008 was $14 million. There were 380,653 and 258,313 time-based shares granted during the years ended December 31, 2007 and 2006, respectively. The weighted-average grant-date fair value of time-based shares granted was $109.92 and $78.40 per share for the years ended December 31, 2007 and 2006, respectively. There were 261,330 and 15,812 time-based shares that vested during the years ended December 31, 2007 and 2006, respectively. The total grant-date fair value of time-based shares that vested was $20 million and less than $1 million for the years ended December 31, 2007 and 2006, respectively.

 

 

- 98-



 


TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

Deferred units—A deferred unit is a unit that is equal to one share but has no voting rights until the underlying shares are issued. The following table summarizes unvested activity for time-based vesting deferred units ("time-based units") granted under our incentive plans during the year ended December 31, 2008:

 

 

Number
of
units

 

 

Weighted-average
grant-date fair value
per share

 

Unvested at January 1, 2008

 

50,122

 

 

$

109.97

 

 

 

 

 

 

 

 

 

Granted

 

498,216

 

 

 

143.85

 

Vested

 

(25,740

)

 

 

124.84

 

Forfeited

 

(17,649

)

 

 

136.36

 

Unvested at December 31, 2008

 

504,949

 

 

$

141.72

 

 

The total grant-date fair value of the time-based units vested during the year ended December 31, 2008 was $3 million. There were 64,676 and 29,641 time-based units granted during the years ended December 31, 2007 and 2006, respectively. The weighted-average grant-date fair value of time-based units granted was $105.99 and $81.55 per share for the years ended December 31, 2007 and 2006, respectively. There were 53,086 and 9,997 time-based units that vested during the years ended December 31, 2007 and 2006, respectively. The total grant-date fair value of deferred units that vested was $4 million and less than $1 million for the years ended December 31, 2007 and 2006, respectively.

Share-settled SARs—Under an incentive plan assumed in connection with the Merger, we assumed share-settled SARs granted to key employees and to non-employee directors of GlobalSantaFe at no cost to the grantee. The grantee receives a number of shares upon exercise equal in value to the difference between the market value of our shares at the exercise date and the Merger-adjusted exercise price. The following table summarizes share-settled SARs activity under our incentive plans during the year ended December 31, 2008:

 

 

Number
of
awards

 

 

Weighted-average
exercise price
per share

 

 

Weighted-average
remaining
contractual term
(years)

 

 

Aggregate
intrinsic value
(in millions)

 

Outstanding at January 1, 2008

 

504,771

 

 

$

89.18

 

 

8.59

 

 

$

27

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

(315,408

)

 

 

86.74

 

 

 

 

 

 

 

 

Outstanding at December 31, 2008

 

189,363

 

 

$

93.26

 

 

7.75

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and exercisable at December 31, 2008

 

189,363

 

 

$

93.26

 

 

7.75

 

 

$

 

 

At December 31, 2008, we have presented the aggregate intrinsic value as zero since the weighted-average exercise price per share exceeds the market price of our shares on that date.

The total pretax intrinsic value of share-settled SARs exercised during the period ended December 31, 2008 was zero. There were 110,355 SARs exercised in 2007 after November 27, 2007, when we assumed them in the GSF Merger.

Cash-settled SARs—Under our incentive plans, we have outstanding SARs previously granted to employees that can be settled in cash for the difference between the market value of our shares on the date of exercise and the exercise price. The cash-settled SARs are recorded in other current liabilities in our consolidated balance sheet until they are exercised. We have not granted any cash-settled SARs in the years ended December 31, 2008, 2007, and 2006, and all outstanding cash-settled SARs are fully vested. We had 14,547 SARs outstanding with a weighted-average remaining contractual term of 0.75 years and an aggregate intrinsic value of less than $1 million as of December 31, 2008. We had 21,669 SARs outstanding with a weighted-average remaining contractual term of 1.29 years and an aggregate intrinsic value of $2 million as of December 31, 2007.

 

- 99 -



 

 


TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

Performance-Based Awards

Stock options—We grant performance-based stock options ("performance-based options") that can be earned depending on the achievement of certain performance targets. The number of options earned is quantified upon completion of the performance period at the determination date. The following table summarizes vested and unvested performance-based option activity under our incentive plans during the year ended December 31, 2008:

 

 

Number
of shares
under option

 

 

Weighted-average
exercise price
per share

 

 

Weighted-average
remaining
contractual term
(years)

 

 

Aggregate intrinsic value
(in millions)

 

Outstanding at January 1, 2008

 

392,102

 

 

$

58.29

 

 

8.15

 

 

$

33

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Granted

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

(212,840

)

 

 

43.92

 

 

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at December 31, 2008

 

179,262

 

 

$

75.30

 

 

8.38

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and exercisable at December 31, 2008

 

179,262

 

 

$

75.30

 

 

8.38

 

 

$

 

 

At December 31, 2008, we have presented the aggregate intrinsic value as zero since the weighted-average exercise price per share exceeds the market price of our shares on that date.

We did not grant performance-based options during the year ended December 31, 2007. There were 329,650 performance-based options granted during the year ended December 31, 2006. The weighted-average grant-date fair value of performance-based options granted during the year ended December 31, 2006 was $32.17.

The total pretax intrinsic value of performance-based options exercised during the year ended December 31, 2008 was $22 million. There were 661,988 and 158,054 performance-based options exercised, with a total pretax intrinsic value of $52 million and $10 million, during the years ended December 31, 2007 and 2006, respectively.

Restricted shares—We have previously granted performance-based restricted shares ("performance-based shares") that could be earned depending on the achievement of certain performance targets. The number of shares earned was quantified upon completion of the performance period at the determination date.

We did not grant performance-based shares during the years ended December 31, 2008 and 2007. There were 59,769 performance-based shares granted during the year ended December 31, 2006. The weighted-average grant-date fair value was $77.56 per share during the year ended December 31, 2006. There were 357,544 and 175,695 performance-based shares that vested with a total grant-date fair value of $14 million and $6 million during the years ended December 31, 2007 and 2006, respectively.

Deferred units—We have previously granted performance-based deferred units ("performance-based units") that could be earned depending on the achievement of certain performance targets. The number of units earned was quantified upon completion of the performance period at the determination date.

We did not grant performance-based units during the years ended December 31, 2008 and 2007. There were 75,707 performance-based units granted during the year ended December 31, 2006. The weighted-average grant-date fair value of performance-based units granted was $78.61 per share during the year ended December 31, 2006. There were 150,762 and 41,236 performance-based units that vested with a total grant-date fair value of $7 million and $2 million during the years ended December 31, 2007 and 2006, respectively.

 

 

- 100 -



 


TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

Market-Based Awards

Deferred units—We grant market-based deferred units ("market-based units") that can be earned depending on the achievement of certain market conditions. The number of units earned is quantified upon completion of the specified period at the determination date. The following table summarizes unvested activity for market-based units granted under our incentive plans during the year ended December 31, 2008:

 

 

 

Number
of
units

 

 

Weighted-average
grant-date fair value
per share

 

Unvested at January 1, 2008

 

 

 

$

 

 

 

 

 

 

 

 

 

Granted

 

99,464

 

 

 

144.32

 

Vested

 

 

 

 

 

Forfeited

 

(924

)

 

 

144.32

 

Unvested at December 31, 2008

 

98,540

 

 

$

144.32

 

 

There were no market-based units granted during the years ended December 31, 2007 and 2006.

ESPP—Through December 31, 2008, we offered an ESPP under which certain full-time employees could choose to have between two and 20 percent of their annual base earnings withheld to purchase up to $21,250 of our shares each year. The purchase price of the shares is 85 percent of the lower of the beginning-of-year or end-of-year market price of our shares. At December 31, 2008, 577,537 shares were available for issuance. As of January 1, 2009, we discontinued offering the ESPP.

Note 19—Stock Warrants

In connection with its merger with R&B Falcon, Transocean-Cayman assumed the R&B Falcon stock warrants, which expire on May 1, 2009. The warrant agreement provided that, as a result of the Reclassification, each warrant became exercisable for 12.243 Transocean-Cayman ordinary shares at an adjusted exercise price equal to $21.74 per share pursuant to formulas specified in the warrant agreement. Transocean-Cayman believed that the adjustment of the number of Transocean-Cayman ordinary shares for which the warrants were exercisable and the exercise price pursuant to the warrant agreement would not allow holders to receive the full economic benefit of the Reclassification. In order to place the warrantholders in a position more comparable to that of ordinary shareholders, Transocean-Cayman modified the warrant agreement to allow warrantholders to receive, upon exercise following the Reclassification, 0.6996 Transocean-Cayman ordinary shares and $33.03 for each Transocean-Cayman ordinary share for which the warrants were previously exercisable, at an exercise price of $19.00 per Transocean-Cayman ordinary share for which the warrants were exercisable prior to the Reclassification. As a result, a holder of a warrant was allowed to elect to receive 12.243 Transocean-Cayman ordinary shares and $578.025 in cash at an exercise price of $332.50 upon exercise. This modification represents the same consideration that a warrantholder would have owned immediately after the Reclassification if the warrantholder had exercised its warrant immediately before the Reclassification.

In 2008, Transocean-Cayman issued 363,492 ordinary shares upon the exercise of 29,690 warrants and, as a result, paid $7 million, net of a $10 million aggregate exercise price. The cash payment feature provided for in the modification resulted in a reclassification from permanent equity. As of December 31, 2008 and 2007, $31 million and $48 million, respectively, were recorded in other current liabilities in our consolidated balance sheet.

In December 2008, in connection with the Redomestication Transaction, we assumed Transocean-Cayman's obligations under the warrants, so that our shares are issuable upon exercise of the warrants, in lieu of Transocean-Cayman's ordinary shares. We issued 16 million of our shares by Transocean-Cayman, 16 million of which remain available as of December 31, 2008, for future use to satisfy our obligations to deliver shares in connection with the warrants and other rights to acquire our shares. At December 31, 2008, 53,220 warrants remained outstanding to purchase 651,575 of our shares.

Note 20—Share Repurchase Program

In May 2006, Transocean-Cayman's board of directors authorized an increase in the overall amount of ordinary shares that could be repurchased under its share repurchase program to $4.0 billion from $2.0 billion, which was previously authorized and announced in October 2005. The repurchase program did not have an established expiration date and could be suspended or discontinued at any time. Under the program, repurchased shares were constructively retired and returned to unissued status. During 2007, Transocean-Cayman repurchased and retired 5.2 million aggregate ordinary shares for $400 million at an average purchase price of $77.39 per share. There were no repurchases during 2008.

 

 

- 101 -



 


TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

Total consideration paid to repurchase the shares was recorded in shareholders' equity as a reduction in shares and additional paid-in capital. Such consideration was funded with existing cash balances and borrowings under the Former Revolving Credit Facility. As a result of the Redomestication, the Transocean-Cayman share repurchase program was terminated. See Note 26—Subsequent Events.

Note 21—Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) at December 31, 2008, 2007 and 2006, net of tax, are as follows (in millions):

 

 

Gain (loss)
on terminated interest rate swaps

 

Unrealized
loss on securities
held for sale

 

Minimum
pension
liability

 

 

Adjustment to pension plan funded status

 

 

Total other comprehensive income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at December 31, 2005

 

$

3

 

$

 

$

(23

)

 

$

 

 

$

(20

)

Other comprehensive income

 

 

 

 

 

 

16

 

 

 

 

 

 

16

 

Adjustment to initially apply SFAS 158, net of tax

 

 

 

 

 

 

7

(a)

 

 

(33

) (a)

 

 

(26

)

Balance at December 31, 2006

 

 

3

 

 

 

 

 

 

 

(33

)

 

 

(30

)

Other comprehensive loss

 

 

 

 

 

 

 

 

 

(12

)

 

 

(12

)

Balance at December 31, 2007

 

 

3

 

 

 

 

 

 

 

(45

)

 

 

(42

)

Other comprehensive loss

 

 

(1

)

 

(3

)

 

 

 

 

(374

)

 

 

(378

)

Balance at December 31, 2008

 

$

2

 

$

(3

)

$

 

 

$

(419

)

 

$

(420

)

________________________________

(a) Adjustment to initially apply SFAS 158 resulting in a net adjustment of $26 million.

Note 22—Supplementary Cash Flow Information

We include investments in highly liquid debt instruments with an original maturity of three months or less in cash and cash equivalents. See Note 2—Significant Accounting Policies. As of September 30, 2008, we had $74 million invested in The Reserve Primary Fund and $334 million invested in The Reserve International Liquidity Fund Ltd. In September 2008, The Reserve announced that certain funds had lost the ability to maintain a net asset value of $1.00 per share due to losses in connection with the bankruptcy of Lehman Brothers Holdings, Inc. ("Lehman Holdings"). According to public disclosures by The Reserve, The Reserve stopped processing redemption requests in order to develop an orderly plan of liquidation that would protect all of the funds' shareholders. Based on statements made by the funds, in September 2008 we reclassified $408 million from cash and cash equivalents to short-term investments and recorded an impairment charge in the amount of $16 million associated with our proportional interest in the debt instruments of Lehman Holdings held by the funds until such time as we receive our liquidated portion of the assets. Our statement of cash flows presents a use of cash in the amount of this reclassification. As of December 31, 2008, we had received $59 million invested in The Reserve Primary Fund. At December 31, 2008, the carrying values of our investments in The Reserve Primary Fund and The Reserve International Liquidity Fund were $15 million and $318 million, respectively. The timing of our ability to access these funds is uncertain but is expected to be during 2009. Potential rulings or decisions by courts or regulators may impact further distributions by the funds. See Note 26—Subsequent Events.

Net cash provided by (used in) operating activities attributable to the net change in operating assets and liabilities is composed of the following (in millions):

 

 

Years ended December 31,

 

 

 

2008

 

 

 

2007

 

 

 

2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Increase) in accounts receivable

 

$

(501

)

 

 

$

(274

)

 

 

$

(347

)

(Increase) in other current assets

 

 

(118

)

 

 

 

(43

)

 

 

 

(32

)

(Increase) in other assets

 

 

(8

)

 

 

 

(4

)

 

 

 

(3

)

Increase in accounts payable and other current liabilities

 

 

75

 

 

 

 

73

 

 

 

 

168

 

Increase (decrease) in other long-term liabilities

 

 

(43

)

 

 

 

8

 

 

 

 

18

 

Change in income taxes receivable / payable, net

 

 

274

 

 

 

 

68

 

 

 

 

132

 

 

 

$

(321

)

 

 

$

(172

)

 

 

$

(64

)

 

 

 

- 102 -



 


TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

Additional cash flow information is as follows (in millions):

 

 

Years ended December 31,

 

 

 

2008

 

 

 

2007

 

 

 

2006

 

Non-cash activities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures, accrued at end of period (a)

 

$

268

 

 

 

$

233

 

 

 

$

186

 

Business combination (b)

 

 

 

 

 

 

12,386

 

 

 

 

 

Joint ventures and other investments (c)

 

 

 

 

 

 

238

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash payments for interest

 

 

545

 

 

 

 

208

 

 

 

 

125

 

Cash payments for income taxes

 

 

461

 

 

 

 

225

 

 

 

 

125

 

________________________________

(a)

These amounts represent additions to property and equipment for which we had accrued a corresponding liability in accounts payable.

(b)

In connection with the Merger, Transocean-Cayman issued $12.4 billion of its ordinary shares to GlobalSantaFe shareholders, acquired $20.6 billion in assets and assumed $575 million of debt and $2.5 billion of other liabilities. See Note 3—Business Combination.

(c)

In connection with our investment in and consolidation of TPDI, we recorded additions to property and equipment of $457 million, of which $238 million was in exchange for a note payable to Pacific Drilling. See Note 1—Nature of Business and Principles of Consolidation and Note 11—Debt.

Note 23—Segments, Geographical Analysis and Major Customers

Prior to the Merger, we operated in one business segment. As a result of the Merger, we have established two reportable segments: (1) contract drilling services and (2) other operations. The drilling management services and oil and gas properties do not meet the quantitative thresholds for determining reportable segments and are combined for reporting purposes in the other operations segment. Accounting policies of the segments are the same as those described in the Summary of Significant Accounting Policies (see Note 2—Summary of Significant Accounting Policies).

Our contract drilling services segment fleet operates in a single, global market for the provision of contract drilling services. The location of our rigs and the allocation of resources to build or upgrade rigs are determined by the activities and needs of our customers. Operating revenues and long-lived assets by country were as follows (in millions):

 

 

Years ended December 31,

 

 

 

2008

 

 

 

2007

 

 

 

2006

 

Operating revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

$

2,578

 

 

 

$

1,259

 

 

 

$

806

 

U.K.

 

 

2,012

 

 

 

 

848

 

 

 

 

439

 

Nigeria

 

 

1,096

 

 

 

 

587

 

 

 

 

447

 

India

 

 

890

 

 

 

 

761

 

 

 

 

291

 

Other countries (a)

 

 

6,098

 

 

 

 

2,922

 

 

 

 

1,899

 

Total operating revenues

 

$

12,674

 

 

 

$

6,377

 

 

 

$

3,882

 

 

 

 

As of December 31,

 

 

 

2008

 

 

 

2007

 

Long-lived assets

 

 

 

 

 

 

 

 

 

U.S.

 

$

8,155

 

 

 

$

5,856

 

U.K.

 

 

1,534

 

 

 

 

2,301

 

Other countries (a)

 

 

11,138

 

 

 

 

12,773

 

Total long-lived assets

 

$

20,827

 

 

 

$

20,930

 

________________________________

(a)

Other countries represents countries in which we operate that individually had operating revenues or long-lived assets representing less than 10 percent of total operating revenues earned or total long-lived assets.

 

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 in Switzerland. As a result, we have no operating revenues or long-lived assets in Switzerland.

 

 

- 103 -



 


TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

Our international operations are subject to certain political and other uncertainties, including risks of war and civil disturbances (or other events that disrupt markets), expropriation of equipment, repatriation of income or capital, taxation policies, and the general hazards associated with certain areas in which operations are conducted.

For the year ended December 31, 2008, BP accounted for approximately 11 percent of our operating revenues. For the year ended December 31, 2007, Chevron, Shell and BP accounted for approximately 12 percent, 11 percent and 10 percent, respectively, of our operating revenues. For the year ended December 31, 2006, Chevron, BP and Shell accounted for approximately 14 percent, 11 percent and 11 percent, respectively, of our operating revenues. The loss of these or other significant customers could have a material adverse effect on our results of operations.

Note 24—Related Party Transactions

Pacific Drilling Limited—We hold a 50 percent equity interest in TPDI, a British Virgin Islands joint venture company formed by us and Pacific Drilling, a Liberian company, to own two ultra-deepwater drillships to be named Dhirubhai Deepwater KG1 and Dhirubhai Deepwater KG2, which are currently under construction. Beginning on October 18, 2010, Pacific Drilling will have the right to exchange its interest in the joint venture for our shares or cash at a purchase price based on an appraisal of the fair value of the drillships, subject to various adjustments.

At December 31, 2008, TPDI had outstanding promissory notes in the aggregate amount of $222 million, of which $111 million is due to Pacific Drilling and is included in long-term debt in our consolidated balance sheet.

Overseas Drilling Limited—In connection with the management and operation of Joides Resolution on behalf of Overseas Drilling Limited ("ODL"), we earned $2 million, $1 million and $2 million for the years ended December 31, 2008, 2007 and 2006, respectively. Such amounts are included in other revenues in our consolidated statements of operations. At December 31, 2008 and 2007, we had receivables due from ODL of $4 million and $5 million, respectively, which were recorded as accounts receivable - other in our consolidated balance sheets. Siem Offshore Inc. owns the other 50 percent interest in ODL. A former director of Transocean-Cayman, Kristian Siem, is the chairman of Siem Offshore Inc. and is also a director and officer of ODL. Mr. Siem is also chairman and chief executive officer of Siem Industries, Inc., which owns an approximate 45 percent interest in Siem Offshore Inc.

In November 2005, we entered into a loan agreement with ODL pursuant to which we may borrow up to $8 million. ODL may demand repayment at any time upon five business days prior written notice given to us and any amount due to us from ODL may be offset against the loan amount at the time of repayment. As of December 31, 2008, no amounts were outstanding under this loan agreement. As of December 31, 2007, $3 million was outstanding under this loan agreement and was reflected as long-term debt in our consolidated balance sheet (see Note 11—Debt). No dividend was declared in 2008 or 2007. ODL declared a dividend in the amount of $4 million in 2006.

 

- 104 -



 

 


TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

Note 25—Quarterly Results (Unaudited)

Shown below are selected unaudited quarterly data. Amounts are rounded for consistency in presentation with no effect to the results of operations previously reported on Form 10-Q or Form 10-K.

 

 

Three months ended

 

 

 

March 31,

 

 

June 30,

 

 

September 30,

 

 

December 31,

 

 

 

 

 

 

 

 

 

(In millions, except per share data)

 

2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating revenues

 

$

3,110

 

 

$

3,102

 

 

$

3,192

 

 

$

3,270

 

Operating income (a)

 

 

1,540

 

 

 

1,350

 

 

 

1,383

 

 

 

1,084

 

Net income (a)

 

 

1,189

 

 

 

1,107

 

 

 

1,106

 

 

 

800

 

Earnings per share

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

3.75

 

 

$

3.48

 

 

$

3.47

 

 

$

2.51

 

Diluted

 

$

3.71

 

 

$

3.45

 

 

$

3.44

 

 

$

2.50

 

Weighted-average shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

317

 

 

 

318

 

 

 

319

 

 

 

319

 

Diluted

 

 

321

 

 

 

321

 

 

 

321

 

 

 

320

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating revenues

 

$

1,328

 

 

$

1,434

 

 

$

1,538

 

 

$

2,077

 

Operating income (b)

 

 

657

 

 

 

676

 

 

 

753

 

 

 

1,153

 

Net income (b) (c)

 

 

553

 

 

 

549

 

 

 

973

 

 

 

1,056

 

Earnings per share (d)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

2.72

 

 

$

2.73

 

 

$

4.80

 

 

$

4.27

 

Diluted

 

$

2.62

 

 

$

2.63

 

 

$

4.63

 

 

$

4.17

 

Weighted-average shares outstanding (d)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

203

 

 

 

202

 

 

 

203

 

 

 

247

 

Diluted

 

 

212

 

 

 

210

 

 

 

210

 

 

 

254

 

________________________________

(a)

Fourth quarter included an impairment loss of $320 million. See Note 4—Impairment Loss.

(b)

First quarter included gain from disposal of assets of $23 million. Third quarter included gain from disposal of assets of $8 million. Fourth quarter included gain from disposal of assets of $233 million. See Note 8—Asset Dispositions.

(c)

Third quarter included other income of $276 million recognized in connection with the TODCO TSA and a tax benefit of $52 million from various discrete tax items. Fourth quarter included loss on retirement of debt of $8 million.

(d)

All earnings per share amounts and weighted-average shares outstanding have been restated for the effect of the Reclassification. The restatement adjusts shares outstanding in a manner similar to a reverse stock split in the ratio of 0.6996 for each share outstanding.

Note 26—Subsequent Events (Unaudited)

Share repurchase program recommendation—In February 2009, our board of directors recommended that our shareholders approve and authorize the repurchase of an amount of our shares with an aggregate purchase price of up to 3.50 billion Swiss francs (which is equivalent to approximately U.S. $2.95 billion at an exchange rate as of the close of trading on February 20, 2009 of U.S.$1.00 to 1.1864 Swiss francs). If the share repurchase program is approved by the shareholders, the board of directors would be permitted to delegate its share repurchase authority to company management to repurchase shares under the share repurchase program.

Short-term investments—In January 2009, we received a distribution in the amount of $216 million from The Reserve International Liquidity Fund. In February 2009, we received a distribution in the amount of $5 million from The Reserve Primary Fund. At February 20, 2009, the carrying values of our investments in The Reserve Primary Fund and The Reserve International Liquidity Fund were $10 million and $102 million, respectively.

Derivative instruments—In January 2009, TPDI entered into interest rate swaps with an aggregate notional value of $446.4 million, which are designated as a cash flow hedge of the variable rate borrowings under the TPDI Credit Facilities to reduce the variability of its cash interest payments. Under the interest rate swaps, TPDI will receive interest at three-month LIBOR and pay interest at a fixed rate of 2.24 percent over the expected term of the TPDI Credit Facilities.

In February 2009, Transocean-Cayman entered into interest rate swaps with an aggregate notional value of $1 billion, which are designated as a cash flow hedge of a portion of Transocean-Cayman's outstanding borrowings under the Term Loan to reduce the

 

 

- 105 -



 


TRANSOCEAN LTD. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — Continued

 

variability of its cash interest payments. Under the interest rate swaps, Transocean-Cayman will receive interest at one-month LIBOR and pay interest at a fixed rate of 0.768 percent over the six-month period ending August 6, 2009.

Term Loan repayment—In February 2009, Transocean-Cayman repaid $200 million of borrowings under the Term Loan. As of February 20, 2009, the outstanding borrowings under the Term Loan were $1.8 billion.

 

 

- 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

In accordance with Exchange Act Rules 13a-15 and 15d-15, 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 were effective as of December 31, 2008 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 Securities and Exchange Commission's rules and forms.

There were no changes in these internal controls during the quarter ended December 31, 2008 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

See "Management's Report on Internal Control Over Financial Reporting" and "Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting" included in Item 8 of this Annual Report.

ITEM 9B.

Other Information

None

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 Accountant 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 2009 annual general meeting of shareholders, which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A under the Securities Exchange Act of 1934 within 120 days of December 31, 2008. 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."

 

 

- 107 -



 


PART IV

 

ITEM 15.

Exhibits and Financial Statement Schedules

 

(a)

Index to Financial Statements, Financial Statement Schedules and Exhibits

(1) Financial Statements

Page

                

Included in Part II of this report:

 

Management's Report on Internal Control Over Financial Reporting

57

Report of Independent Registered Public Accounting Firm on

 

               Internal Control over Financial Reporting

58

Report of Independent Registered Public Accounting Firm

59

Consolidated Statements of Operations

60

Consolidated Statements of Comprehensive Income

61

Consolidated Balance Sheets

62

Consolidated Statements of Equity

63

Consolidated Statements of Cash Flows

64

Notes to Consolidated Financial Statements

65

 

Financial statements of unconsolidated subsidiaries are not presented herein because such subsidiaries do not meet the significance test.

 

(2) Financial Statement Schedules

 

 

- 108 -



 


 

 

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

 

Year ended December 31, 2006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserves and allowances deducted from asset accounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts receivable

 

$

15

 

$

32

 

$

 

 

$

21

(a)

 

$

26

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for obsolete materials and supplies

 

 

19

 

 

3

 

 

 

 

 

3

(b)

 

 

19

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Valuation allowance on deferred tax assets

 

 

48

 

 

11

 

 

 

 

 

 

 

 

59

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserves and allowances deducted from asset accounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts receivable

 

 

26

 

 

57

 

 

 

 

 

33

(a)

 

 

50

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for obsolete materials and supplies

 

 

19

 

 

4

 

 

 

 

 

1

(c)

 

 

22

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Valuation allowance on deferred tax assets

 

 

59

 

 

 

 

28

(d)

 

 

58

(e)

 

 

29

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Year ended December 31, 2008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserves and allowances deducted from asset accounts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for doubtful accounts receivable

 

 

50

 

 

95

 

 

 

 

 

31

(a)

 

 

114

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for obsolete materials and supplies

 

 

22

 

 

27

 

 

 

 

 

 

 

 

49

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Valuation allowance on deferred tax assets

 

$

29

 

$

4

 

$

 

 

$

10

(d)

 

$

23

 

________________________________

(a)

Uncollectible accounts receivable written off, net of recoveries.

(b)

Amount represents $3 related to sale of rigs/inventory.

(c)

Amount represents $1 related to sale of rigs/inventory.

(d)

Amount represents the valuation allowances established in connection with the tax assets acquired and the liabilities assumed during the Merger.

(e)

Amount represents a change in estimate related to the expected utilization of our U.S. foreign tax credits.

 

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.

 

 

 

- 109-

 

 


 

 

 

(3) Exhibits

 

The following exhibits are filed in connection with this Report:

 

Number Description

 

 

2.1

Agreement and Plan of Merger dated as of August 19, 2000 by and among Transocean Sedco Forex Inc., Transocean Holdings Inc., TSF Delaware Inc. and R&B Falcon Corporation (incorporated by reference to Annex A to the Joint Proxy Statement/Prospectus dated October 30, 2000 included in a 424(b)(3) prospectus (Registration No. 333-46374) filed by Transocean Sedco Forex Inc. on November 1, 2000)

 

 

2.2

Agreement and Plan of Merger dated as of July 12, 1999 among Schlumberger Limited, Sedco Forex Holdings Limited, Transocean Offshore Inc. and Transocean SF Limited (incorporated by reference to Annex A to the Joint Proxy Statement/Prospectus dated October 27, 2000 included in a 424(b)(3) prospectus (Registration No. 333-46374) filed by Transocean Sedco Forex Inc. on November 1, 2000)

 

 

2.3

Distribution Agreement dated as of July 12, 1999 between Schlumberger Limited and Sedco Forex Holdings Limited (incorporated by reference to Annex B to the Joint Proxy Statement/Prospectus dated October 27, 2000 included in a 424(b)(3) prospectus (Registration No. 333-46374) filed by Transocean Sedco Forex Inc. on November 1, 2000)

 

 

2.4

Agreement and Plan of Merger, dated as of July 21, 2007, among Transocean Inc., GlobalSantaFe Corporation and Transocean Worldwide Inc. (incorporated by reference to Exhibit 2.1 to Transocean Inc.'s Current Report on Form 8-K (Commission File No. 333-75899) filed on July 23, 2007)

 

 

2.5

Agreement and Plan of Merger, dated as of October 9, 2008, among Transocean Inc., Transocean Ltd. and Transocean Cayman Ltd. (incorporated by reference to Exhibit 2.1 to Transocean Inc.'s Current Report on Form 8-K (Commission File No. 333-75899) filed on October 10, 2008)

 

 

2.6

Amendment No. 1 to Agreement and Plan of Merger, dated as of October 31, 2008, among Transocean Inc., Transocean Ltd. and Transocean Cayman Ltd. (incorporated by reference to Exhibit 2.2 to Transocean Inc.'s Current Report on Form 8-K (Commission File No. 333-75899) filed on November 3, 2008)

 

 

3.1

Articles of Association of Transocean Ltd. (incorporated by reference to Exhibit 3.1 to Transocean Ltd.'s Current Report on Form 8-K filed on December 19, 2008)

 

 

3.2

Organizational Regulations of Transocean Ltd. (incorporated by reference to Annex G to Transocean Inc.'s Proxy Statement (Commission File No. 333-75899) filed on November 3, 2008)

 

 

4.1

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)

 

 

4.2

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)

 

 

4.3

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))

 

 

4.4

Third Supplemental Indenture dated as of May 24, 2000 between Transocean Sedco Forex Inc. and Chase Bank of Texas, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Transocean Sedco Forex Inc.'s Current Report on Form 8-K (Commission File No. 333-75899) filed on May 24, 2000)

 

 

4.5

Fourth Supplemental Indenture dated as of May 11, 2001 between Transocean Sedco Forex Inc. and The Chase Manhattan Bank (incorporated by reference to Exhibit 4.3 to Transocean Sedco Forex Inc.'s Quarterly Report on Form 10-Q (Commission File No. 333-75899) for the quarter ended March 31, 2001)

 

 

 

- 110 -

 

 


 

 

 

4.6

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)

 

 

4.7

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)

 

 

4.8

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)

 

 

4.9

Form of 6.625% Note due April 15, 2011 (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)

 

 

4.10

Form of 7.5% 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)

 

 

4.11

Officers' Certificate establishing the terms of the 6.50% Notes due 2003, 6.75% Notes due 2005, 6.95% Notes due 2008, 7.375% Notes due 2018, 9.125% Notes due 2003 and 9.50% Notes due 2008 (incorporated by reference to Exhibit 4.13 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)

 

 

4.12

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)

 

 

4.13

Warrant Agreement, including form of Warrant, dated April 22, 1999 between R&B Falcon Corporation and American Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to R&B Falcon's Registration Statement (No. 333-81181) on Form S-3 dated June 21, 1999)

 

 

4.14 

Supplement to Warrant Agreement dated January 31, 2001 among Transocean Sedco Forex Inc., R&B Falcon Corporation and American Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.28 to Transocean Sedco Forex Inc.'s Annual Report on Form 10-K (Commission File No. 333-75899) for the year ended December 31, 2000)

 

 

4.15

Supplement to Warrant Agreement dated September 14, 2005 between Transocean Inc. and The Bank of New York (incorporated by reference to Exhibit 4.3 to Transocean Inc.'s Post-Effective Amendment No. 3 on Form S-3 to Form S-4 filed on November 18, 2005)

 

 

4.16

Amendment to Warrant Agreement dated November 27, 2007 between Transocean Inc. and The Bank of New York (incorporated by reference to Exhibit 4.2 to Transocean Inc.'s Current Report on Form 8-K filed on December 3, 2007)

 

 

4.17

Supplement to Warrant Agreement, dated as of December 18, 2008, by and among Transocean Ltd., Transocean Inc. and The Bank of New York (incorporated by reference to Exhibit 4.1 to Transocean Ltd.'s Current Report on Form 8-K filed on December 19, 2008)

 

 

4.18 

Registration Rights Agreement dated April 22, 1999 between R&B Falcon and American Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.2 to R&B Falcons Registration Statement (No. 333-81181) on Form S-3 dated June 21, 1999)

 

 

4.19 

Supplement to Registration Rights Agreement dated January 31, 2001 between Transocean Sedco Forex Inc. and R&B Falcon Corporation (incorporated by reference to Exhibit 4.30 to Transocean Sedco Forex Inc.'s Annual Report on Form 10-K (Commission File No. 333-75899) for the year ended December 31, 2000)

 

 

4.20

Supplement to Warrant Registration Rights Agreement, dated as of December 18, 2008, by Transocean Ltd. and Transocean Inc. (incorporated by reference to Exhibit 4.2 to Transocean Ltd.'s Current Report on Form 8-K filed on December 19, 2008)

 

 

4.21

Form of Officers' Certificate of Transocean Inc. establishing the form and terms of the Floating Rate Notes due 2008 (incorporated by reference to Exhibit 4.2 to Transocean Inc.'s Current Report on Form 8-K (Commission File No. 333-75899) filed on September 1, 2006)

 

 

4.22

Credit Agreement dated as of September 28, 2007 among Transocean Inc., the lenders party thereto and Goldman Sachs Credit Partners, L.P. as Administrative Agent, Lehman Commercial Paper Inc. as Syndication Agent, Citibank, N.A., Calyon Corporate

 

 

 

- 111 -

 

 


 

 

and Investment Bank and JPMorgan Chase Bank, N.A., as Co-Documentation Agents, and Goldman Sachs Credit Partners, L.P. and Lehman Brothers Inc. as Joint Lead Arrangers and Joint Bookrunners (incorporated by reference to Exhibit 4.1 to Transocean Inc.'s Current Report on Form 8-K (Commission File No. 333-75899) filed on October 1, 2007)

 

 

4.23

Amendment No. 1, dated November 21, 2007, to Credit Agreement dated as of September 28, 2007 among Transocean Inc., the lenders party thereto and Goldman Sachs Credit Partners, L.P. as Administrative Agent, Lehman Commercial Paper Inc. as Syndication Agent, Citibank, N.A., Calyon Corporate and Investment Bank and JPMorgan Chase Bank, N.A., as Co-Documentation Agents, and Goldman Sachs Credit Partners, L.P. and Lehman Brothers Inc. as Joint Lead Arrangers and Joint Bookrunners (incorporated by reference to Exhibit 4.11 to Transocean Inc.'s Current Report on Form 8-K (Commission File No. 333-75899) filed on December 3, 2007)

 

 

4.24

Five-Year Revolving Credit Agreement dated November 27, 2007 among Transocean Inc., as borrower, the lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent for the lenders and as issuing bank of letters of credit, Citibank, N.A., as syndication agent for the lenders and as an issuing bank of letters of credit, Calyon Corporate and Investment Bank, as co-syndication agent, and Credit Suisse, Cayman Islands Branch and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-documentation agents for the lenders (incorporated by reference to Exhibit 4.1 to Transocean Inc.'s Current Report on Form 8-K (Commission File No. 333-75899) filed on December 3, 2007)

 

 

4.25

Agreement for First Amendment of Five-Year Revolving Credit Agreement dated as of November 25, 2008 among Transocean Inc., as borrower, the lenders parties thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders (incorporated by reference to Exhibit 4.2 to Transocean Inc.'s Current Report on Form 8-K (Commission File No. 333-75899) filed on November 26, 2008)

 

 

4.26

Guaranty Agreement, dated as of December 19, 2008, among Transocean Ltd., Transocean Inc. and JPMorgan Chase Bank, N.A., as administrative agent under the Five-Year Revolving Credit Agreement (incorporated by reference to Exhibit 4.9 to Transocean Ltd.'s Current Report on Form 8-K filed on December 19, 2008)

 

 

4.27

Indenture dated as of February 1, 2003, between GlobalSantaFe Corporation and Wilmington Trust Company, as trustee, relating to debt securities of GlobalSantaFe Corporation (incorporated by reference to Exhibit 4.9 to GlobalSantaFe Corporation's Annual Report on Form 10-K (Commission File No. 0011634) for the year ended December 31, 2002)

 

 

4.28

Supplemental Indenture dated November 27, 2007 among Transocean Worldwide Inc., GlobalSantaFe Corporation and Wilmington Trust Company, as trustee, to the Indenture dated as of February 1, 2003 between GlobalSantaFe Corporation and Wilmington Trust Company (incorporated by reference to Exhibit 4.4 to Transocean Inc.'s Current Report on Form 8-K (Commission File No. 333-75899) filed on December 3, 2007)

 

 

4.29

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)

 

 

4.30

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)

 

 

4.31

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 with the Commission 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. 0011634) for the year ended December 31, 2004)

 

 

4.32

Form of 5% Note due 2013 (incorporated by reference to Exhibit 4.10 to GlobalSantaFe Corporation's Annual Report on Form 10-K (Commission File No. 0011634) for the year ended December 31, 2002)

 

 

4.33

Terms of 5% Note due 2013 (incorporated by reference to Exhibit 4.11 to GlobalSantaFe Corporation's Annual Report on Form 10-K (Commission File No. 0011634) for the year ended December 31, 2002)

 

 

4.34

364-Day Revolving Credit Agreement dated December 3, 2007 among Transocean Inc. and the lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent for the lenders, Citibank, N.A., as syndication agent for the lenders, Calyon New York Branch, as co-syndication agent, and Credit Suisse, Cayman Islands Branch and The Bank of Tokyo-Mitsubishi UFJ, Ltd., as co-documentation agents for the lenders (incorporated by reference to Exhibit 4.1 to Transocean Inc.'s Current Report on Form 8-K (Commission File No. 333-75899) filed on December 5, 2007)

 

 

 

- 112 -

 

 


 

 

 

 

4.35

364-Day Revolving Credit Agreement dated as of November 25, 2008 among Transocean Inc., the lenders parties thereto, JPMorgan Chase Bank, N.A., as administrative agent for the lenders, Citibank, N.A. and Calyon New York Branch, as co-syndication agents for the lenders, and Wells Fargo Bank, N.A., as documentation agent for the lenders (incorporated by reference to Exhibit 4.1 to Transocean Inc.'s Current Report on Form 8-K (Commission File No. 333-75899) filed on November 26, 2008)

 

 

4.36

Guaranty Agreement, dated as of December 19, 2008, among Transocean Ltd., Transocean Inc. and JPMorgan Chase Bank, N.A., as administrative agent under the 364-Day Revolving Credit Agreement (incorporated by reference to Exhibit 4.8 to Transocean Ltd.'s Current Report on Form 8-K (Commission File No. 333-75899) filed on December 19, 2008)

 

 

4.37

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)

 

 

4.38

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)

 

 

4.39

Second Supplemental Indenture, dated as of December 11, 2007, between Transocean Inc. and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 4.38 to Transocean Inc.'s Annual Report on Form 10-K (Commission File No. 333-75899) for the year ended December 31, 2007)

 

 

4.40

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)

 

 

4.41

Term Credit Agreement dated as of March 13, 2008 among Transocean Inc., the lenders parties thereto and Citibank, N.A., as Administrative Agent, Calyon New York Branch and JP Morgan Chase Bank, N.A., as Co-Syndication Agents, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Fortis Bank SA/NV, New York Branch, as Co-Documentation Agents, and Citigroup Global Markets, Inc., Calyon New York Branch and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Bookrunners (incorporated by reference to Exhibit 4.1 to Transocean Inc.'s Current Report on Form 8-K (Commission File No. 333-75899) filed on March 18, 2008)

 

 

4.42

Agreement for First Amendment of Term Credit Agreement dated as of November 25, 2008 among Transocean Inc., the lenders parties thereto and Citibank, N.A., as administrative agent for the lenders (incorporated by reference to Exhibit 4.3 to Transocean Inc.'s Current Report on Form 8-K (Commission File No. 333-75899) filed on November 26, 2008)

 

 

4.43

Guaranty Agreement, dated as of December 19, 2008, among Transocean Ltd., Transocean Inc. and Citibank, N.A., as administrative agent under the Term Credit Agreement (incorporated by reference to Exhibit 4.10 to Transocean Ltd.'s Current Report on Form 8-K (Commission File No. 333-75899) filed on December 19, 2008)

 

 

10.1

Tax Sharing Agreement between Sonat Inc. and Sonat Offshore Drilling Inc. dated June 3, 1993 (incorporated by reference to Exhibit 10-(3) to Sonat Offshore Drilling Inc.'s Form 10-Q (Commission File No. 001-07746) for the quarter ended June 30, 1993)

 

 

*10.2

Amended and Restated Employee Stock Purchase Plan of Transocean Inc. (incorporated by reference to Exhibit 10.1 to Transocean Inc.'s Current Report on Form 8-K (Commission File No. 333-75899) filed on May 16, 2005)

 

 

*10.3

Amended and Restated Long-Term Incentive Plan of Transocean Inc. (incorporated by reference to Appendix B to Transocean Inc.'s Proxy Statement (Commission File No. 333-75899) dated March 19, 2004)

 

 

*10.4

Amendment to Amended and Restated Long-Term Incentive Plan of Transocean Inc. (incorporated by reference to Exhibit 10.2 to Transocean Inc.'s Current Report on Form 8-K (Commission File No. 333-75899) filed on July 23, 2007)

 

  †*10.5

Long-Term Incentive Plan of Transocean Ltd. (as amended and restated as of February 12, 2009)

 

 

*10.6

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)

 

 

 

- 113 -

 

 


 

 

 

*10.7

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)

 

 

*10.8

Amendment to Transocean Inc. Deferred Compensation Plan (incorporate by reference to Exhibit 10.1 to Transocean Inc.'s Current Report on Form 8-K (Commission File No. 333-75899) filed on December 29, 2005)

 

 

*10.9

Sedco Forex Employees Option Plan of Transocean Sedco Forex Inc. effective December 31, 1999 (incorporated by reference to Exhibit 4.5 to Transocean Sedco Forex Inc.'s Registration Statement on Form S-8 (Registration No. 333-94569) filed January 12, 2000)

 

 

*10.10

1997 Long-Term Incentive Plan of Reading & Bates Corporation (incorporated by reference to Exhibit 99.A to Reading & Bates' Proxy Statement (Commission File No. 001-05587) dated March 28, 1997)

 

 

*10.11

1998 Employee Long-Term Incentive Plan of R&B Falcon Corporation (incorporated by reference to Exhibit 99.A to R&B Falcon Corporation's Proxy Statement (Commission File No. 001-13729) dated April 23, 1998)

 

 

*10.12

1998 Director Long-Term Incentive Plan of R&B Falcon Corporation (incorporated by reference to Exhibit 99.B to R&B Falcon Corporation's Proxy Statement (Commission File No. 001-13729) dated April 23, 1998)

 

 

*10.13

1999 Employee Long-Term Incentive Plan of R&B Falcon Corporation (incorporated by reference to Exhibit 99.A to R&B Falcon Corporation's Proxy Statement (Commission File No. 001-13729) dated April 13, 1999)

 

 

*10.14

1999 Director Long-Term Incentive Plan of R&B Falcon Corporation (incorporated by reference to Exhibit 99.B to R&B Falcon Corporation's Proxy Statement (Commission File No. 001-13729) dated April 13, 1999)

 

 

10.15

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)

 

 

10.16

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)

 

 

10.17

Amended and Restated Tax Sharing Agreement effective as of February 4, 2004 between Transocean Holdings Inc. and TODCO (incorporated by reference to Exhibit 4.1 to Transocean Inc.'s Current Report on Form 8-K (Commission File No. 333-75899) filed on November 30, 2006)

 

 

*10.18

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)

 

 

*10.19

Form of 2004 Director Deferred Unit Award (incorporated by reference to Exhibit 10.5 to Transocean Inc.'s Current Report on Form 8-K (Commission File No. 333-75899) filed on February 15, 2005)

 

  †*10.20

Form of 2008 Director Deferred Unit Award

 

  †*10.21

Performance Award and Cash Bonus Plan of Transocean Ltd.

 

  †*10.22

Description of Base Salaries of Named Executive Officers

 

 

*10.23

Executive Change of Control Severance Benefit (incorporated by reference to Exhibit 10.1 to Transocean Inc.'s Current Report on Form 8-K (Commission File No. 333-75899) filed on July 19, 2005)

 

 

*10.24

Terms of July 2007 Employee Restricted Stock Awards (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, 2007)

 

 

*10.25

Terms of July 2007 Employee Deferred Unit Awards (incorporated by reference to Exhibit 10.3 to Transocean Inc.'s Form 10-Q (Commission File No. 333-75899) for the quarter ended June 30, 2007

 

 

*10.26

Terms and Conditions of the July 2008 Employee Contingent Deferred Unit 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)

 

 

 

- 114 -

 

 


 

 

 

*10.27

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)

 

  †*10.28

Terms and Conditions of the February 2009 Employee Deferred Unit Award

 

  †*10.29

Terms and Conditions of the February 2009 Employee Contingent Deferred Unit Award

 

  †*10.30

Terms and Conditions of the February 2009 Nonqualified Share Option Award

 

 

10.31

Put Option and Registration Rights Agreement, dated as of October 18, 2007, among Pacific Drilling Limited, Transocean Pacific Drilling Inc., Transocean Inc. and Transocean Offshore International Ventures Limited (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 24, 2007)

 

 

10.32

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)

 

 

*10.33

Form of Severance Agreement with GlobalSantaFe Corporation Executive Officers (incorporated by reference to Exhibit 10.1 to GlobalSantaFe Corporation's Current Report on Form 8-K/A (Commission File No. 0011634) filed on July 26, 2005)

 

 

*10.34

Transocean Special Transition Severance Plan for Shore-Based Employees (incorporated by reference to Exhibit 10.3 to Transocean Inc.'s Current Report on Form 8-K (Commission File No. 333-75899) filed on December 3, 2007)

 

 

*10.35

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)

 

 

*10.36

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. 0011634) for the calendar year ended December 31, 1998); Amendment to 1997 Long Term Incentive Plan dated December 1, 1999 (incorporated by reference to GlobalSantaFe Corporation's Annual Report on Form 20-F (Commission File No. 0011634) for the calendar year ended December 31, 1999)

 

 

*10.37

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)

 

 

*10.38

GlobalSantaFe Corporation 2001 Non-Employee Director Stock Option and Incentive Plan (incorporated by reference to GlobalSantaFe Corporation's Registration Statement on Form S-8 (No. 333-73878) filed November 21, 2001)

 

 

*10.39

GlobalSantaFe Corporation 2001 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to GlobalSantaFe Corporation's Quarterly Report on Form 10-Q (Commission File No. 0011634) for the quarter ended June 30, 2001)

 

 

*10.40

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. 0011634) for the quarter ended June 30, 2005)

 

  †*10.41

Transocean Ltd. Pension Equalization Plan, as amended and restated, effective January 1, 2009

 

 

*10.42

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)

 

 

*10.43

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)

 

  †*10.44

Transocean U.S. Supplemental Savings Plan

 

 

 

- 115 -

 

 


 

 

 

 

10.45

Commercial Paper Dealer Agreement between Transocean Inc. and Lehman Brothers Inc., dated as of December 20, 2007 (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 21, 2007)

 

 

10.46

Amended and Restated Commercial Paper Dealer Agreement between Transocean Inc. and Barclays Capital Inc., dated as of December 3, 2008 (including form of Accession Agreement) (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 9, 2008)

 

 

10.47

Commercial Paper Dealer Agreement between Transocean Inc. and Morgan Stanley & Co. Incorporated, dated as of December 20, 2007 (incorporated by reference to Exhibit 10.2 to Transocean Inc.'s Current Report on Form 8-K (Commission File No. 333-75899) filed on December 21, 2007)

 

 

10.48

Amended and Restated Commercial Paper Dealer Agreement between Transocean Inc. and Morgan Stanley & Co. Incorporated, dated as of December 3, 2008 (including form of Accession Agreement) (incorporated by reference to Exhibit 10.3 to Transocean Inc.'s Current Report on Form 8-K (Commission File No. 333-75899) filed on December 9, 2008)

 

 

10.49

Commercial Paper Dealer Agreement between Transocean Inc. and J.P. Morgan Securities Inc., dated as of December 20, 2007 (incorporated by reference to Exhibit 10.3 to Transocean Inc.'s Current Report on Form 8-K (Commission File No. 333-75899) filed on December 21, 2007)

 

 

10.50

Amended and Restated Commercial Paper Dealer Agreement between Transocean Inc. and J.P. Morgan Securities Inc., dated as of December 3, 2008 (including form of Accession Agreement) (incorporated by reference to Exhibit 10.2 to Transocean Inc.'s Current Report on Form 8-K (Commission File No. 333-75899) filed on December 9, 2008)

 

 

10.51

Amended and Restated Commercial Paper Dealer Agreement between Transocean Inc. and Goldman, Sachs & Co., dated as of December 3, 2008 (including form of Accession Agreement) (incorporated by reference to Exhibit 10.4 to Transocean Inc.'s Current Report on Form 8-K (Commission File No. 333-75899) filed on December 9, 2008)

 

 

10.52

Guarantee, dated as of December 19, 2008, of Transocean Ltd. pursuant to the Issuing and Paying Agent Agreement, dated as of December 20, 2007 (incorporated by reference to Exhibit 10.5 to Transocean Ltd.'s Current Report on Form 8-K filed on December 19, 2008)

 

 

10.53

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)

 

 

*10.54

Form of Assignment Memorandum for Executive Officers (incorporated by reference to Exhibit 10.5 to Transocean Ltd.'s Current Report on Form 8-K filed on December 19, 2008)

 

 

†21

Subsidiaries of Transocean Ltd.

 

 

†23.1

Consent of Ernst & Young LLP

 

 

†24

Powers of Attorney

 

 

†31.1

CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

†31.2

CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

†32.1

CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

†32.2

CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

*Compensatory plan or arrangement.

†Filed herewith.

 

Exhibits listed above as previously having been filed with the 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.

 

 

 

- 116 -

 

 


 

 

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.

 

 

 

- 117 -

 

 


 

 

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 25, 2009.

 

TRANSOCEAN LTD.

 

By

/s/ Gregory L. Cauthen

Gregory L. Cauthen

Senior Vice President and Chief Financial Officer

 

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 25, 2009.

 

 

Signature

Title

 

 

 

*

Chairman of the Board of Directors

 

Robert E. Rose

 

 

 

/s/ Robert L. Long

Chief Executive Officer

 

Robert L. Long

(Principal Executive Officer)

 

 

/s/ Gregory L. Cauthen

Senior Vice President and Chief Financial Officer

 

Gregory L. Cauthen

(Principal Financial Officer)

 

 

 

/s/ John H. Briscoe

Vice President and Controller

 

John H. Briscoe

(Principal Accounting Officer)

 

 

 

*

Director

 

W. Richard Anderson

 

 

 

*

Director

 

Thomas W. Cason

 

 

 

*

Director

 

Richard L. George

 

 

 

*

Director

 

Victor E. Grijalva

 

 

 

*

Director

 

Martin B. McNamara

 

 

 

*

Director

 

Edward R. Muller

 

 

 

 

- 118 -

 

 


 

 

Signature                                                                                                                         Title

 

 

*

Director

 

Robert M. Sprague

 

 

 

*

Director

 

Ian C. Strachan

 

 

 

*

Director

 

J. Michael Talbert

 

 

 

*

Director

 

John L. Whitmire

 

 

By

/s/ Chipman Earle

 

Chipman Earle

 

(Attorney-in-Fact)

 

 

 

 

 

 

 

 

- 119 -

 

 

 

 

 

 

 

 

 

Exhibit 10.5

 

LONG-TERM INCENTIVE PLAN

OF

TRANSOCEAN LTD.

(As Amended and Restated as of February 12, 2009)

I. GENERAL

1.1

Purpose of the Plan

The Long-Term Incentive Plan (the “Plan”) of Transocean Ltd., a Swiss corporation (the “Company”), is intended to advance the best interests of the Company and its subsidiaries by providing Directors and employees with additional incentives through the grant of options (“Options”) to purchase registered shares, par value 15.00 Swiss francs per share of the Company (“Shares”), share appreciation rights (“SARs”), restricted Shares (“Restricted Shares”), deferred stock units (“Deferred Units”), cash performance awards (“Cash Awards”) and performance awards (“Performance Awards”), thereby increasing the personal stake of such Directors and employees in the continued success and growth of the Company.

The Plan was originally effective May 1, 1993. The Plan was amended and/or restated effective March 13, 1997, March 12, 1998, January 1, 2000, May 8, 2003 and February 12, 2004 and further amended on July 21, 2007. Awards made under the Plan prior to the amendment and restatement herein continue to be governed by the terms of the applicable award agreements and the Plan as in effect immediately prior to such amendment and restatement.

The Plan was previously maintained by Transocean Inc., a company incorporated under the laws of the Cayman Islands (“Transocean-Cayman”). On December 18, 2008, Transocean-Cayman merged, by way of scheme of arrangement, with Transocean Cayman Ltd., a wholly-owned subsidiary of the Company, with Transocean-Cayman as the surviving entity. As a result of the merger, Transocean-Cayman became a wholly-owned subsidiary of the Company, and the Company assumed sponsorship of the Plan.

1.2

Administration of the Plan

(a)       With respect to awards to employees, the Plan shall be administered by the Executive Compensation Committee or other designated committee (the “Committee”) of the Board of Directors of the Company (the “Board”). The Committee shall have authority to interpret conclusively the provisions of the Plan, to adopt such rules and regulations for carrying out the Plan as it may deem advisable, to decide conclusively all questions of fact arising in the application of the Plan, and to make all other determinations necessary or advisable for the administration of the Plan. All decisions and acts of the Committee, with respect to employees, shall be final and binding upon all affected Plan participants.

 


(b)       With respect to awards to Eligible Directors (as defined in Section 1.3), the Plan shall be administered by the Board. The Board shall have authority to interpret conclusively the provisions of the Plan, to adopt such rules and regulations for carrying out the Plan as it may deem advisable, to decide conclusively all questions of fact arising in the application of the Plan, and to make all other determinations necessary or advisable for the administration of the Plan. All decisions and acts of the Board, with respect to Eligible Directors, shall be final and binding upon all affected Plan participants.

1.3

Eligible Participants

Employees, including officers, of the Company and its subsidiaries, and of partnerships or joint ventures in which the Company and its subsidiaries have a significant ownership interest as determined by the Committee (all of such subsidiaries, partnerships and joint ventures being referred to as “Subsidiaries”) shall be eligible for awards under the Plan.

Each Director of the Company who is not an officer or employee of the Company or any of its Subsidiaries (an “Eligible Director”) shall be eligible for awards under the Plan. Notwithstanding the foregoing, any Eligible Director may decline any such award. Eligible Directors shall not be entitled to receive awards under Section 2.5 or Article IV.

An employee or Eligible Director to whom an award is granted under the Plan may be hereinafter referred to as a “Participant.”

1.4

Awards Under the Plan

Awards to eligible employees under the Plan may be in the form of (a) Options to purchase Shares, (b) SARs which may be either freestanding or issued in tandem with Options, (c) Restricted Shares, (d) Deferred Units, (e)  Cash Awards, (g) Performance Awards, or (h) any combination of the foregoing.

Awards to Eligible Directors under the Plan may be in the form of (a) Options to purchase Shares (other than Statutory Options as defined in Section 2.5), (b) SARs which may be either freestanding or issued in tandem with Options, (c) Restricted Shares, (d) Deferred Units, (f) Performance Awards, or (g) any combination of the foregoing.

1.5

Shares Subject to the Plan

(a)       The aggregate number of Shares which may be issued with respect to awards under the Plan (the “Available Shares”) shall not exceed 35,900,000 Shares. All Shares available for awards under the Plan may be issued pursuant to statutory stock options as described in Section 2.5. Each Share issued pursuant to (i) awards of Options or SARs (including those designated as Performance Awards) granted at any time or (ii) awards of Restricted Shares or Deferred Units (including those designated as Performance Awards) granted prior to the Shareholder Effective Date shall reduce the Available Shares by one (1) full Share. Each Share issued pursuant to an award of

 

-2-

 

 


Restricted Shares or Deferred Units (including those designated as Performance Awards) granted on or after the Shareholder Effective Date shall reduce the Available Shares by 1.68 Shares.

At no time shall the number of Shares issued plus the number of Shares estimated by the Committee (or the Board, with respect to Eligible Directors) to be ultimately issued with respect to outstanding awards under the Plan exceed the Available Shares. Shares distributed pursuant to the Plan may consist of Shares issued from authorized capital or conditioned capital or treasury shares of the Company (including, for the sake of clarity, Shares owned by any Subsidiary), as shall be determined from time to time by the Board.

(b)     If any Option under the Plan shall expire, terminate or be canceled (including cancellation upon the Participant’s exercise of a related SAR) for any reason without having been exercised in full, or if any Restricted Shares or Deferred Units shall be forfeited to the Company, the unexercised Options and forfeited Restricted Shares and Deferred Units shall not count against the Available Shares and shall again become available for grants under the Plan (regardless of whether the Participant received dividends or other economic benefits with respect to such Options, Restricted Shares or Deferred Units). Shares delivered under the Plan as an award or in settlement of an award issued or made (a) upon the assumption, substitution, conversion or replacement of outstanding awards under a plan or arrangement of an entity acquired in a merger or other acquisition or (b) as a post-transaction grant under such a plan or arrangement of an acquired entity shall not reduce or be counted against the Available Shares, to the extent that the exemption for transactions in connection with mergers or acquisitions from the shareholder approval requirements of the New York Stock Exchange for equity compensation plans applies. Notwithstanding the foregoing, following the Shareholder Effective Date the following Shares shall count against the Available Shares and may not again be made available for issuance as awards under the Plan: (a) Shares not issued or delivered as a result of the net settlement of an outstanding Option or SAR, (b) Shares used to pay the exercise price or withholding taxes related to an outstanding award, or (c) Shares repurchased on the open market with the proceeds of the option price.

(c)       No Participant shall be granted, in any fiscal year, Options, freestanding SARs, Restricted Shares, or Deferred Units, or any combination of the foregoing, covering or relating to more than 600,000 Shares (subject to adjustment as provided in Section 6.2).

(d)       The Committee may from time to time adopt and observe such rules and procedures concerning the counting of Shares against the Available Shares as it may deem appropriate, including rules more restrictive than those set forth above to the extent necessary to satisfy the requirements of any stock exchange on which the Shares are listed or any applicable regulatory requirement.

 

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1.6

Other Compensation Programs

The existence and terms of the Plan shall not limit the authority of the Board in compensating Directors and employees of the Company and its Subsidiaries in such other forms and amounts, including compensation pursuant to any other plans as may be currently in effect or adopted in the future, as it may determine from time to time.

II. OPTIONS AND SARs

2.1

Terms and Conditions of Options

Subject to the following provisions, all Options granted under the Plan shall be in such form and shall have such terms and conditions as the Committee, in its discretion, may from time to time determine.

(a)       Option Price. The Option price per Share shall not be less than the Fair Market Value of the Share on the date the Option is granted.

(b)       Term of Option. The term of an Option shall not exceed ten years from the date of grant, except as provided pursuant to Section 2.1(g) with respect to the death of a Participant. No Option shall be exercised after the expiration of its term.

(c)       Exercise of Options. Options shall be exercisable at such time or times and subject to such terms and conditions as the Committee shall specify in the Option grant. The Committee shall have discretion to, at any time, declare all or any portion of the Options held by any Participant to be immediately exercisable. An Option may be exercised in accordance with its terms as to any or all Shares purchasable thereunder.

(d)       Payment for Shares. The Committee may authorize payment for shares as to which an Option is exercised to be made in cash, in Shares or in such other manner as the Committee in its discretion may provide. The Committee may provide for procedures to permit the payment for Shares as to which an Option is exercised to be made by use of proceeds to be received from the sale of Shares issuable pursuant to an award under the Plan.

(e)       Nontransferability of Options. No Option or any interest therein shall be transferable by the Participant other than by will, by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the Internal Revenue Code of 1986, as amended (the “Code”) or Title I of the Employee Retirement Income Security Act (“ERISA”), or the rules thereunder. During a Participant’s lifetime, all Options shall be exercisable only by such Participant or by the guardian or legal representative of the Participant.

(f)        Shareholder Rights. The holder of an Option shall, as such, have none of the rights of a shareholder.

(g)       Termination of Employment. The Committee shall have discretion to specify in the Option grant, or an amendment thereof, provisions with respect to the

 

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period during which the Option may be exercised following the Participant’s termination of employment. Notwithstanding the foregoing, the Committee shall not permit any Option to be exercised beyond the term of the Option established pursuant to Section 2.1(b), except that the Committee may provide that, notwithstanding such Option term, an Option which is outstanding on the date of a Participant’s death shall remain outstanding and exercisable for up to one year after the Participant’s death.

(h)       Change of Control. The Committee shall have discretion to specify in the Option grant, or an amendment thereof, provisions with respect to the terms and conditions of acceleration of exercisability of the Option upon or following a Change of Control (as defined in Section 6.10) and to specify provisions with respect to the period during which the Option may be exercised.

2.2

SARs in Tandem with Options

The Committee may, either at the time of grant of an Option or at any time during the term of the Option, grant tandem SARs with respect to all or any portion of the Shares covered by such Option.

(a)       Exercise of SARs. A tandem SAR may be exercised at any time the Option to which it relates is then exercisable, but only to the extent the Option to which it relates is exercisable, and shall be subject to the conditions applicable to such Option. When a tandem SAR is exercised, the Option to which it relates shall cease to be exercisable to the extent of the number of Shares with respect to which the tandem SAR is exercised. Similarly, when an Option is exercised, the tandem SARs relating to the Shares covered by such Option exercise shall terminate. Any tandem SAR which is outstanding on the last day of the term of the related Option (as determined pursuant to Section 2.1(b)) shall be automatically exercised on such date for cash without any action by the Participant.

(b)       Appreciation. Upon exercise of a tandem SAR, the Participant shall receive, for each Share with respect to which the tandem SAR is exercised, an amount (the “Appreciation”) equal to the amount by which the Fair Market Value of a Share on the date of exercise of the SAR exceeds the Option price per share of the Option to which the tandem SAR relates. The Appreciation shall be payable in cash, Shares, or a combination of both, at the option of the Committee, and shall be paid within 30 days of the exercise of the tandem SAR.

2.3

Freestanding SARs

The Committee may grant freestanding SARs in such form and having such terms and conditions as the Committee, in its discretion, may from time to time determine, subject to the following provisions.

(a)       Base Price and Appreciation. Each freestanding SAR shall be granted with a base price, which shall not be less than the Fair Market Value of the Shares on the date the SAR is granted. Upon exercise of a freestanding SAR, the Participant shall receive, for each Share with respect to which the SAR is exercised, an amount (the

 

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Appreciation”) equal to the amount by which the Fair Market Value of a Share on the date of exercise of the SAR exceeds the base price of the SAR. The Appreciation shall be payable in cash and shall be paid within 30 days of the exercise of the SAR.

(b)       Term of SAR. The term of a freestanding SAR shall not exceed ten years from the date of grant, except as provided pursuant to Section 2.3(f) with respect to the death of the Participant. No SAR shall be exercised after the expiration of its term. Any freestanding SAR which is outstanding on the last day of its term (as such term may be extended pursuant to Section 2.3(f)) and as to which the Appreciation is a positive number on such date shall be automatically exercised on such date for cash without any action by the Participant.

(c)       Exercise of SARs. Freestanding SARs shall be exercisable at such time or times and subject to such terms and conditions as the Committee may specify in the SAR grant. The Committee shall have discretion to at any time declare all or any portion of the freestanding SARs then outstanding to be immediately exercisable. A freestanding SAR may be exercised in accordance with its terms in whole or in part.

(d)       Nontransferability of SARs. No SAR or any interest therein shall be transferable by the Participant other than by will, by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the Code or Title I of ERISA, or the rules thereunder. During a Participant’s lifetime, all SARs shall be exercisable only by such Participant or by the guardian or legal representative of the Participant.

(e)       Shareholder Rights. The holder of an SAR shall, as such, have none of the rights of a shareholder.

(f)        Termination of Employment. The Committee shall have discretion to specify in the SAR grant, or an amendment thereof, provisions with respect to the period during which the SAR may be exercised following the Participant’s termination of employment. Notwithstanding the foregoing, the Committee shall not permit any SAR to be exercised beyond the term of the SAR established pursuant to Section 2.3(b), except that the Committee may provide that, notwithstanding such SAR term, an SAR which is outstanding on the date of a Participant’s death shall remain outstanding and exercisable for up to one year after the Participant’s death.

(g)       Change of Control. The Committee shall have discretion to specify in the SAR grant, or an amendment thereof, provisions with respect to the terms and conditions of acceleration of exercisability of SARs upon or following a Change of Control (as defined in Section 6.10) and to specify provisions with respect to the period during which the SAR may be exercised.

2.4

Eligible Director Awards

With respect to Options and SARs awarded to Eligible Directors, the Board shall make all determinations otherwise assigned to the Committee under Article II and any reference to “employment” shall be changed to “service.”

 

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2.5

Statutory Options

Subject to the limitations on Option terms set forth in Section 2.1, the Committee shall have the authority to grant (a) incentive stock options within the meaning of Section 422 of the Code and (b) Options containing such terms and conditions as shall be required to qualify such Options for preferential tax treatment under the Code as in effect at the time of such grant. Options granted pursuant to this Section 2.5 may contain such other terms and conditions permitted by Article II of the Plan as the Committee, in its discretion, may from time to time determine, to the extent that such terms and conditions do not cause the Options to lose their preferential tax treatment. To the extent the Code and regulations promulgated thereunder require a plan to contain specified provisions in order to qualify options for preferential tax treatment, such provisions shall be deemed to be stated in the Plan. Eligible Directors shall not be entitled to receive incentive stock options as defined in Section 422 of the Code.

III. Restricted Shares and Deferred Units

3.1

Terms and Conditions of Restricted Share Awards

Subject to the following provisions, all awards of Restricted Shares under the Plan shall be in such form and shall have such terms and conditions as the Committee, in its discretion, may from time to time determine.

(a)       A Restricted Share award shall specify the number of Restricted Shares to be awarded, the price, if any, to be paid by the recipient of the Restricted Shares, and the date or dates on which the Restricted Shares will vest. The vesting of Restricted Shares may be conditioned upon the completion of a specified period of employment with the Company or its Subsidiaries, upon the attainment of specified performance goals, or upon such other criteria as the Committee may determine in its sole discretion.

(b)       Notwithstanding the provisions of subsection (a) above, any Restricted Share award which is a Performance Award shall not vest earlier than the first anniversary of the initial date of such award, provided that the Committee may provide for earlier vesting upon a termination of employment by reason of death, disability or retirement. Any Restricted Share award which is not a Performance Award shall not vest earlier than one-third on each of the first three anniversaries of the date of grant of such award, provided that (i) the Committee may provide for earlier vesting upon termination of employment by reason of death, disability or retirement and (ii) such restriction on vesting shall not apply to a Restricted Share award that is granted in lieu of salary or bonus. The Committee shall have discretion to specify in the Restricted Share award, or an amendment thereof, provisions with respect to the terms and conditions of acceleration of vesting of Restricted Shares upon or following a Change of Control (as defined in Section 6.10).

(c)       Restricted Shares granted to a Participant shall be registered in the Participant’s name either by book-entry registration or in certificate form, bearing a legend to restrict transfer of the certificate until the Restricted Shares have vested. If

 

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certificates are registered in the Participant’s name, such certificates shall either be held by the Company on behalf of the Participant, or delivered to the Participant, as determined by the Committee. The Committee shall determine whether the Participant shall have the right to vote the Restricted Shares before they have vested or whether any dividends paid shall be held subject to forfeiture until the Restricted Shares are vested. No Restricted Shares may be sold, transferred, assigned, or pledged by the Participant until they have vested in accordance with the terms of the Restricted Share award. In the event of a Participant’s termination of employment before all of his Restricted Shares have vested, or in the event other conditions to the vesting of Restricted Shares have not been satisfied prior to any deadline for the satisfaction of such conditions set forth in the award, the Restricted Shares which have not vested shall be forfeited and any purchase price paid by the Participant shall be returned to the Participant. At the time Restricted Shares vest, such vested Shares shall be available to the Participant (or the Beneficiary designated by such Participant in the event of death in accordance with Section 6.5), free of all restrictions, which may be accomplished in such manner as determined by the Committee, including, without limitation, through a broker selected by the Committee or by delivery of a certificate for such vested shares (contingent upon the Participant’s return of any legended certificates evidencing the Restricted Shares).

3.2

Terms and Conditions of Deferred Units

(a)       A “Deferred Unit” is a unit that is equal to one Share which is used to measure the benefits payable to a Participant under a Deferred Unit award. Each Deferred Unit award shall be subject to such terms and conditions as the Committee, in its discretion, may from time to time determine.

(b)       The Deferred Unit award shall specify the number of Deferred Units awarded, the price, if any, to be paid by the recipient of the Deferred Units and the date or dates on which the Deferred Units will vest. The vesting of Deferred Units may be conditioned upon the completion of a specified period of employment with the Company or its Subsidiaries, upon the attainment of specified performance goals, or upon such other criteria as the Committee may determine in its sole discretion.

(c)       Notwithstanding the provisions of subsection (b) above, any Deferred Unit award which is a Performance Award shall not vest earlier than the first anniversary of the initial date of such award, provided that the Committee may provide for earlier vesting upon a termination of employment by reason of death, disability or retirement. Any Deferred Unit award which is not a Performance Award shall not vest earlier than one-third on each of the first three anniversaries of the date of grant of such award, provided that (i) the Committee may provide for earlier vesting upon termination of employment by reason of death, disability or retirement and (ii) such restriction on vesting shall not apply to a Deferred Unit award that is granted in lieu of salary or bonus. The Committee shall have discretion to specify in the Deferred Unit award, or an amendment thereof, provisions with respect to the terms and conditions of acceleration of vesting of Deferred Units upon or following a Change of Control (as defined in Section 6.10).

 

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(d)       The Company shall set up an appropriate record (the “Deferred Unit Ledger”) that shall from time to time reflect the name of each Participant, the number of Deferred Units awarded to him and the date or dates on which the Deferred Units will vest.

(e)       The Committee shall determine whether the Participant shall have the right to receive an amount equal to dividends on the Deferred Units before they have vested. In such cases, it is intended that the amount of the payment shall be equal to the dividend that the Participant would have received had he been the owner of a number of Shares equal to the number of Deferred Units credited to him in the Deferred Unit Ledger as of the dividend record date. Notwithstanding the foregoing, no amount shall be paid to a Participant with respect to Deferred Units held by such Participant on a dividend record date but forfeited by him prior to the dividend payment date. No Shares subject to a Deferred Unit award may be sold, transferred, assigned or pledged by the Participant until the Deferred Units have vested in accordance with the terms of the Deferred Unit award. In the event of a Participant’s termination of employment before all of his Deferred Units have vested, or in the event other conditions to the vesting of the Deferred Units have not been satisfied prior to any deadline for the satisfaction of such conditions set forth in the award, the Deferred Units which have not vested shall be forfeited and any purchase price paid by the Participant shall be returned to such Participant.

(f)        Upon the vesting of the Deferred Units, as determined by the Committee in accordance with this Section 3.2, the number of Shares equal to the number of vested Deferred Units held by the Participant shall be delivered to such Participant (or the Beneficiary designated by such Participant in the event of death in accordance with Section 6.5), free of all restrictions.

3.3

Eligible Director Awards

With respect to Restricted Shares and Deferred Unit awards to Eligible Directors, the Board shall make all determinations otherwise assigned to the Committee under this Article III and any reference to “employment” shall be changed to “service.” In addition, with respect to Eligible Directors, clause (i) of Section 3.1(b) and 3.2(c) shall include a termination of service for the convenience of the Company (as determined by the Board).

 

IV. CASH AWARDS

A “Cash Award” is a cash bonus paid solely on account of the attainment of one or more objective performance goals that have been preestablished by the Committee. Each Cash Award shall be subject to such terms and conditions, restrictions and contingencies, if any, as the Committee shall determine. Restrictions and contingencies limiting the right to receive a cash payment pursuant to a Cash Award shall be based on the achievement of single or multiple performance goals over a performance period established by the Committee. No employee shall receive payment for Cash Awards

 

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during any calendar year aggregating in excess of $5 million. Eligible Directors shall not be entitled to receive Cash Awards under this Plan.

 

V.

PERFORMANCE AWARDS

 

 

5.1

Terms and Conditions of Performance Awards

The Committee shall have the right to designate any Option, SAR, Restricted Share award, Deferred Unit award or Cash Award as a Performance Award. The grant or vesting of a Performance Award shall be subject to the achievement of performance objectives (the ”Performance Objectives”) established by the Committee based on one or more of the following business criteria that apply to the employee, one or more business units or divisions of the Company or the applicable sector, or the Company as a whole, and if so desired by the Committee, by comparison with a peer group of companies: increased revenue; net income measures (including but not limited to income after capital costs and income before or after taxes); Share price measures (including but not limited to growth measures and total shareholder return); price per Share; market share; earnings per Share (actual or targeted growth); earnings before interest, taxes, depreciation, and amortization (“EBITDA”); economic value added (or an equivalent metric); market value added; debt to equity ratio; cash flow measures (including but not limited to cash flow return on capital, cash flow return on tangible capital, net cash flow and net cash flow before financing activities cash flow value added, cash flow return on market capitalization); return measures (including but not limited to return on equity, return on average assets, return on capital, risk-adjusted return on capital, return on investors’ capital and return on average equity); operating measures (including operating income, funds from operations, cash from operations, after-tax operating income; sales volumes, production volumes and production efficiency); expense measures (including but not limited to overhead cost and general and administrative expense cost control and project management); margins; shareholder value; total shareholder return; proceeds from dispositions; total market value and corporate values measures (including ethics compliance, environmental, human resources development and safety). Unless otherwise stated, such a Performance Objective need not be based upon an increase or positive result under a particular business criterion and could include, for example, maintaining the status quo or limiting economic losses (measured, in each case, by reference to specific business criteria).

The Committee shall have the authority to determine whether the Performance Objectives and other terms and conditions of the award are satisfied, and the Committee’s determination as to the achievement of Performance Objectives relating to a Performance Award shall be made in writing. Notwithstanding the foregoing provisions, if the Committee intends for a Performance Award to be granted and administered in a manner designed to preserve the deductibility of the compensation resulting from such award in accordance with Section 162(m) of the Code, then the Performance Objectives for such particular Performance Award relative to the particular period of service to which the Performance Objectives relate shall be established by the Committee in writing (a) no later than 90 days after the beginning of such period and (b)

 

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prior to the completion of 25% of such period. The Committee shall have no discretion to modify or waive the Performance Objectives or conditions to the grant or vesting of a Performance Award unless such award is not intended to qualify as qualified performance-based compensation under Section 162(m) of the Code and the relevant award agreement provides for such discretion.

VI. ADDITIONAL PROVISIONS

6.1

General Restrictions

Each award under the Plan shall be subject to the requirement that, if at any time the Committee shall determine that (a) the listing, registration or qualification of the Shares subject or related thereto upon any securities exchange or under any applicable law, or (b) the consent or approval of any government regulatory body, or (c) an agreement by the recipient of an award with respect to the disposition of Shares is necessary or desirable (in connection with any requirement or interpretation of any applicable securities law, rule or regulation) as a condition of, or in connection with, the granting of such award or the issuance, purchase or delivery of Shares thereunder, such award may not be consummated in whole or in part unless such listing, registration, qualification, consent, approval or agreement shall have been effected or obtained free of any conditions not acceptable to the Committee.

 

Notwithstanding the foregoing, with respect to awards to Eligible Directors, the Board shall have the authority and discretion otherwise assigned to the Committee under this Section 6.1.

 

Notwithstanding any provision of the Plan to the contrary, the issuance of Shares in settlement of any award under the Plan shall be made in accordance with applicable law, including, to the extent applicable, payment by the Participant (or the Beneficiary designated by such Participant in the event of death in accordance with Section 6.5) to the Company of the par value of the Shares to be issued.

6.2

Adjustments for Changes in Capitalization

In the event of a scheme of arrangement, reorganization, recapitalization, share split, share dividend, combination of shares, rights offer, liquidation, dissolution, merger, demerger, conversion, consolidation, spin-off, sale of assets, payment of an extraordinary cash dividend, or any other change in or affecting the corporate structure or capitalization of the Company, the Committee (or the Board, with respect to Eligible Directors) shall make appropriate adjustment in the number and kind of shares authorized by the Plan (including any limitations on individual awards), and in the number, price or kind of shares covered by the awards and in any outstanding awards under the Plan, including, if deemed appropriate, adjustment by means of delivery of cash in an amount that the Committee (or the Board, with respect to Eligible Directors) shall determine in its sole discretion is equal to the fair market value of such awards on the date of such event, which in the case of Shares subject to Options or SARs shall be the excess of the Fair Market Value of a Share on such date over the option price or

 

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base price per Share; provided, however, that no such adjustment shall increase the aggregate value of any outstanding award. No adjustment or substitution pursuant to this Section 6.2 shall be made in a manner that results in noncompliance with the requirements of Section 409A of the Code, to the extent applicable.

6.3

Amendments

(a)       The Board may amend, alter, or discontinue the Plan from time to time, but no amendment, alteration or discontinuation shall be made which would impair the rights of a Participant under any award theretofore granted without the Participant’s consent, except such an amendment made to cause the Plan to comply with applicable law, stock exchange rules or accounting rules. In addition, no such amendment shall be made without the approval of the Company’s shareholders to the extent such approval is required to satisfy Rule 16b-3 under the Securities Exchange Act or 1934, as amended (the “Exchange Act”) or Section 162(m) of the Code, or required by applicable law, agreement or stock exchange requirements. Subject to the foregoing provisions, the Board shall have the authority to amend the Plan to take into account changes in law and tax and accounting rules as well as other developments, and to grant awards which qualify for beneficial treatment under such rules without shareholder approval.

(b)       The Committee (or the Board, with respect to Eligible Directors) shall have the authority to amend any grant, prospectively or retroactively, to include any provision which, at the time of such amendment, is authorized under the terms of the Plan; however, no such amendment (i) shall cause a Performance Award intended to qualify for the Section 162(m) exemption to cease to qualify for the Section 162(m) exemption or (ii) impair the rights of any Participant without the Participant’s written consent except such amendment made to cause the award to comply with applicable law, stock exchange rules or accounting rules.

(c)       If a Participant has ceased or will cease to be a Director of the Company for the convenience of the Company (as determined by the Board), the Board may amend all or any portion of such Participant’s awards so as to make such awards fully vested and exercisable and/or to specify a schedule upon which they become vested and exercisable, and/or to permit all or any portion of such awards to remain exercisable for such period as designated by the Board, but not beyond the expiration of the term established pursuant to Section 2.1(b) or 2.3(b), whichever is applicable. A Participant shall not participate in any deliberations or vote by the Board under this Section 6.3(c) with respect to his awards. The vesting schedule and exercise period for awards established by the Board pursuant to this Section 6.3(c) shall override the applicable provisions of Articles II and III to the extent inconsistent therewith.

6.4

Cancellation of Awards

Any award granted under the Plan may be canceled at any time with the consent of the Participant and a new award may be granted to such Participant in lieu thereof, which award may, in the discretion of the Committee, be on more favorable terms and conditions than the canceled award; provided, however, that except as provided in

 

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Section 6.2, the terms of outstanding awards may not be amended to reduce the option price or base price of outstanding Options or SARs or to cancel outstanding Options or SARs in exchange for cash, other awards or Options or SARs with an option price or base price that is less than the option price or base price of the original Options or SARs without shareholder approval.

Notwithstanding the foregoing, with respect to awards to Eligible Directors, the Board shall have the authority and discretion otherwise assigned to the Committee under this Section 6.4.

6.5

Beneficiary

A Participant may file with the Company a written designation of Beneficiary, on such form as may be prescribed by the Committee (or the Board, with respect to Eligible Directors), to receive any Options, SARs, Restricted Shares, Deferred Units, Shares, or any other payments that become deliverable to the Participant pursuant to the Plan after the Participant’s death. A Participant may, from time to time, amend or revoke a designation of Beneficiary. If no designated Beneficiary survives the Participant, the executor or administrator of the Participant’s estate shall be deemed to be the Participant’s Beneficiary.

6.6

Taxes and Withholding

(a)       Whenever the Company proposes or is required to issue or transfer Shares under the Plan, the Company shall have the right to require the Participant to remit to the Company an amount sufficient to satisfy any applicable withholding tax liability prior to the delivery of any such Shares. Whenever under the Plan payments are to be made in cash, such payments shall be net of an amount sufficient to satisfy any withholding tax liability.

(b)      An employee entitled to receive Shares under the Plan may elect to have the minimum statutory withholding tax liability (or a specified portion thereof) with respect to such Shares satisfied by having the Company withhold from the Shares otherwise deliverable to the employee Shares having a Fair Market Value equal to the amount of the tax liability to be satisfied with respect to the Shares. An election to have all or a portion of the tax liability satisfied using Shares shall comply with such requirements as may be imposed by the Committee.

(c)      It is intended that any Awards under the Plan satisfy the requirements of Section 409A of the Code, an any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Section 409A of the Code.

6.7

Non-Assignability

Except as expressly provided in the Plan, no award under the Plan shall be assignable or transferable by the Participant thereof except by will, by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined in the Code or Title I of ERISA, or the rules thereunder. During the life of the Participant,

 

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awards under the Plan shall be exercisable only by such Participant or by the guardian or legal representative of such Participant.

6.8

Non-Uniform Determinations

Determinations by the Committee or the Board under the Plan (including, without limitation, determinations of the persons to receive awards under the Plan; the form, amount and timing of such awards; the terms and provisions of such awards and the agreements evidencing same; and provisions with respect to termination of employment or service) need not be uniform and may be made by it selectively among persons who receive, or are eligible to receive, awards under the Plan, whether or not such persons are similarly situated.

6.9

No Guarantee of Employment or Directorship

The grant of an award under the Plan shall not constitute an assurance of continued employment for any period or any obligation of the Board to nominate any Director for re-election by the Company’s shareholders.

6.10

Definitions

 

(a)

Change of Control” means:

(i)        The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (x) the then outstanding shares of the Company, par value 15.00 Swiss francs per share (the “Outstanding Company Shares”) or (y) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change of Control: (1) any acquisition directly from the Company, (2) any acquisition by the Company, (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation or other entity controlled by the Company or (4) any acquisition by any corporation or other entity pursuant to a transaction which complies with clauses (x), (y) and (z) of subsection (iii) of this Section 6.10(a); or

(ii)       Individuals who, as of the date hereof, constitute the Board of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of the Company; provided, however, that for purposes of this Section 6.10(a) any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or

 

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removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of the Company; or

(iii)     Consummation of a scheme of arrangement, reorganization, merger, demerger, conversion or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (x) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Shares and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding shares or shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation or other entity resulting from such Business Combination (including, without limitation, a corporation or other entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Shares and Outstanding Company Voting Securities, as the case may be, and (y) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the action of the Board of the Company providing for such Business Combination; or

(iv)      Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

 

(b)

Fair Market Value” of a Share on a particular date means:

(i)        (A) if the Shares are at the time listed or admitted to trading on the New York Stock Exchange, then the final closing sales price per Share as reported on New York Stock Exchange Composite Trading Listings, or a similar report selected by the Committee, on that date, or, if there shall have been no such sale so reported on that date, on the last preceding date on which such a sale was so reported, or (B) if the Shares are not listed on the New York Stock Exchange but are listed on a securities exchange other than the New York Stock Exchange, the mean between the lowest and highest reported sale prices of the Shares on the date in question on the principal securities exchange on which the Shares are then listed or admitted to trading; provided that, in the discretion of the Committee, “Fair Market Value” for purposes of satisfying the exercise price of an Option or SAR may be the price prevailing on the applicable exchange at the time of exercise;

(ii)       if the Shares are not at the time listed or admitted to trading on a securities exchange, the “Fair Market Value” shall be the mean between the lowest reported bid price and highest reported asked price of the Shares on the date in question in the over-the-counter market, as such prices are reported in a publication of general circulation selected by the Committee and regularly reporting the market price of the Shares in such market; and

 

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(iii)      if the Shares are not listed or admitted to trading on any securities exchange or traded in the over-the-counter market, the “Fair Market Value” shall be as determined in good faith by the Committee.

6.11

Duration and Termination

(a)       This amendment and restatement of the Plan was adopted by the Board as of February 12, 2009, subject to the approval by the holders of a majority of outstanding Shares (the “Majority Shareholders”) at the shareholder’s meeting to be held on May 15, 2009 (the “Shareholder Effective Date”). If the Majority Shareholders of the Company should fail so to approve such amendment and restatement, then the Plan shall continue as in effect prior to this amendment and restatement.

(b)       The Board may discontinue or terminate the Plan at any time. Such action shall not impair any of the rights of a Participant who has an award outstanding on the date of the Plan’s discontinuance or termination without the Participant’s written consent.

(c)       Unless terminated earlier by the Board pursuant to subsection (b), no awards may be made under the Plan after the tenth anniversary of the Shareholder Effective Date.

IN WITNESS WHEREOF, this document has been executed this _____ day of _________, 2009.

 

 

TRANSOCEAN LTD.

 

 

By: _____________________________

Name: __________________________

Title: ___________________________

 

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Exhibit 10.20

Appendix A

to Award Letter

dated

May __, 2008

Terms and Conditions of

Director Deferred Unit Award

The deferred units ("Deferred Units") granted to you effective as of the Award Date by Transocean Inc. (the "Company") representing a specified number of ordinary shares, par value US $0.01 per share, of the Company ("Ordinary Shares"), are subject to the terms and conditions set forth in the Long-Term Incentive Plan of Transocean Inc. (the "Plan"), the enclosed Prospectus for the Plan, any rules and regulations adopted by the Company's Board of Directors (the "Board"), and any additional terms and conditions set forth in this Appendix A which forms a part of the attached award letter to you ("Award Letter"). Any terms used and not defined in the Award Letter have the meanings set forth in the Plan. In the event there is an inconsistency between the terms of the Plan and the Award Letter, the terms of the Plan will control.

1.

Vesting of Deferred Units

 

(a)

Unless vested on an earlier date as provided in this Appendix A, the Deferred Unit award granted pursuant to your Award Letter will vest on each vesting date as set forth in your Award Letter.

 

(b)

In certain circumstances described in paragraphs 3 and 4 below, your Deferred Units may vest before a vesting date.

2.

Payment of the Deferred Units

 

(a)

Upon your termination of service as a Director of the Company or, if later, the date of your "separation from service" with the Company as defined in Section 1.409A-1(h) of the U.S. Treasury regulations ("Separation from Service"), Ordinary Shares will be delivered to you (or, in the event of your death, to your beneficiary under the Plan) in the form of an electronic book-entry registration of a number of Ordinary Shares equal to the number of vested Deferred Units, provided that you have not elected to have them delivered to you at an earlier date pursuant to paragraph 2(b). Until delivery of such Ordinary Shares, you may not sell, transfer, assign or pledge the Ordinary Shares subject to your Deferred Unit award.

 

(b)

You may elect to accelerate the delivery of your vested Deferred Units to the date which is the earliest of (i) the annual vesting date of your Deferred Units as specified in your Award Letter, (ii) the occurrence of a Change of Control provided that such Change of Control constitutes a "change in ownership or effective control" as defined in Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and related regulations and U.S. Treasury pronouncements ("Section 409A"), or (iii) the date your Deferred Units vest as a result of a

 

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Separation from Service that constitutes a termination of service as a Director described in paragraph 3(a)(i) and (ii) below.

 

(c)

Notwithstanding the foregoing, in no event shall any distribution of Ordinary Shares related to the Deferred Units occur prior to January 5, 2009.

3.

Termination of Service

 

(a)

General. The following rules apply to the vesting of your Deferred Units in the event of your termination of service as a Director of the Company.

 

(i)

Death or Disability. If your service is terminated by reason of death or disability (as determined by the Board), all of your Deferred Units will immediately vest.

 

(ii)

Retirement. If your service as a Director is terminated due to retirement in accordance with the retirement policy for members of the Board, all of your Deferred Units will immediately vest.

 

(iii)

Other Termination of Service. If your service terminates for any reason other than those provided in clauses (i) or (ii) above, any of your Deferred Units which have not vested prior to your termination of service will be forfeited.

 

(b)

Board Determinations. The Board shall have absolute discretion to determine the date and circumstances of termination of your service, including without limitation whether as a result of death, disability, retirement or any other reason, and its determination shall be final, conclusive and binding upon you.

4.

Change of Control

Notwithstanding the provisions of paragraphs 1 and 3, all of your Deferred Units will vest immediately upon a Change of Control.

5.

Dividend Credits

In the event that dividends are paid with respect to Ordinary Shares, you will be entitled to receive a cash payment equal to the amount of the dividend paid per Ordinary Share as of such dividend payment date multiplied by the number of Deferred Units credited to your account immediately prior to such dividend payment date, with such amount to be payable to you on the date on which dividends are paid with respect to all other Ordinary Shares of the Company.

6.

Income Tax Withholding

 

(a)

You should consult the Plan Prospectus for a general summary of the U.S. federal income tax consequences to you of your Deferred Units based on currently applicable provisions of the Internal Revenue Code and related regulations.

 

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The summary does not discuss state and local tax laws or the laws of any other jurisdiction, which may differ from U.S. federal tax law. For these reasons, you are urged to consult your own tax advisor regarding the application of the tax laws to your particular situation.

 

(b)

You must make arrangements satisfactory to the Company to satisfy any applicable federal, state or local withholding tax liability arising from the grant or vesting of your Deferred Units or dividend credits on the Deferred Units. You can either make a cash payment to the Company of the required amount or you can elect to satisfy your withholding obligation by having the Company retain Ordinary Shares having a value approximately equal to the amount of your minimum statutory withholding obligation from the shares otherwise deliverable to you in accordance with paragraph 2. If you fail to satisfy your withholding obligation in a time and manner satisfactory to the Company, the Company shall have the right to withhold the required amounts payable to you.

7.

Adjustments

As provided in Section 6.2 of the Plan, certain adjustments may be made to your Deferred Units upon the occurrence of events or circumstances described in Section 6.2 of the Plan.

8.

Restrictions on Resale

Other than the restrictions on transfer of Deferred Units referenced in paragraph 2, there are no restrictions imposed by the Plan on the resale of Ordinary Shares acquired under the Plan. However, under the provisions of the Securities Act of 1933 (the "Securities Act") and the rules and regulations of the Securities and Exchange Commission (the "SEC"), resales of Ordinary Shares acquired under the Plan by certain Directors of the Company who may be deemed to be "affiliates" of the Company must be made pursuant to an appropriate effective registration statement filed with the SEC, pursuant to the provisions of Rule 144 issued under the Securities Act, or pursuant to another exemption from registration provided in the Securities Act. The Company has filed an effective registration statement with the SEC. There are no restrictions imposed by the SEC of Ordinary Shares acquired under the Plan by persons who are not affiliates of the Company. Nothing in the foregoing paragraph is deemed to modify any Ordinary Share ownership policy established by the Company for directors.

9.

Shareholder Rights

You (or your beneficiary) will have no rights as a shareholder with respect to the Ordinary Shares represented by your Deferred Units unless and until all the terms, conditions and provisions of this Appendix A, the Award Letter and the Plan which affect you or such other person have been complied with as specified therein, and certificates evidencing such shares are distributed to you (or your beneficiary) pursuant to paragraph 2 hereof.

 

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10.

Governing Law

This Appendix A, the Award Letter and the Plan will be governed by, and construed in accordance with, the laws of the State of Texas.

If you have any questions regarding your Deferred Unit award or would like to obtain additional information about the Plan, please contact the Company�s General Counsel, Transocean Inc., 4 Greenway Plaza, Houston, Texas 77046 (telephone (713) 232-7608). Your Award Letter and this Appendix A contain the formal terms and conditions of your award and accordingly should be retained in your files for future reference.

 

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Exhibit 10.21

PERFORMANCE AWARD AND CASH BONUS PLAN OF

TRANSOCEAN LTD.

(As Established January 1, 2009)

I.

GENERAL

 

1.1

PURPOSE OF THE PLAN

The Performance Award and Cash Bonus Plan (the “Plan”) of Transocean Ltd., a Swiss corporation (the “Company”), is intended to advance the best interests of the Company and its subsidiaries by providing employees with additional incentives through the grant of cash awards based on the performance of the employee or the Company, thereby increasing the personal stake of such employees in the continued success and growth of the Company and encouraging them to remain in the employ of the Company.

 

1.2

ADMINISTRATION OF THE PLAN

(a)       The Plan shall be administered by the Executive Compensation Committee or other designated committee (the “Committee”) of the Board of Directors of the Company (the “Board of Directors”) which shall consist of at least three Directors who are not eligible to participate in the Plan. The Committee shall have authority to interpret conclusively the provisions of the Plan, to adopt such rules and regulations for carrying out the Plan as it may deem advisable, to decide conclusively all questions of fact arising in the application of the Plan, and to make all other determinations necessary or advisable for the administration of the Plan. All decisions and acts of the Committee shall be final and binding upon all affected Plan participants.

(b)       The Committee shall designate the eligible employees, if any, to be granted awards under the Plan and the type and amount of such awards and the time when awards will be granted. All awards granted under the Plan shall be on the terms and subject to the conditions hereinafter provided.

(c)       The Committee may delegate some or all of its power and authority hereunder to the Chief Executive Officer or other executive officer of the Company as the Committee deems appropriate; provided, however, that the Committee may not delegate its power and authority to either of the Chief Executive Officer or other executive officer of the Company with regard to (i) the selection for participation in this Plan of an officer at the level of senior vice president or above or any other person subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or (ii) decisions concerning the timing or amount of an award to such an officer or other person.

(d)       No member of the Board of Directors or Committee, and neither a Chief Executive Officer nor any other executive officer to whom the Committee delegates any of its power and authority hereunder, shall be liable for any act, omission, interpretation, construction or determination made in connection with this Plan in good faith.

 

 


 

1.3

ELIGIBLE PARTICIPANTS

Employees, including officers of the Company and its subsidiaries, and of partnerships or joint ventures in which the Company and its subsidiaries have a significant interest as determined by the Committee (all of such subsidiaries, partnerships and joint ventures being referred to as “Subsidiaries”) shall be eligible to participate in the Plan. Directors who are not employees of the Company or its Subsidiaries shall not be eligible to participate in the Plan.

 

1.4

AWARDS UNDER THE PLAN

Awards under the Plan may be in the form of (i) performance awards pursuant to Article II (“Performance Awards”), or (ii) cash bonuses and awards pursuant to Article III.

 

1.5

OTHER COMPENSATION PROGRAMS

The existence and terms of the Plan shall not limit the authority of the Board of Directors in compensating employees of the Company and its Subsidiaries in such other forms and amounts, including compensation pursuant to any other plans as may be currently in effect or adopted in the future, as it may determine from time to time.

II.

PERFORMANCE AWARDS

 

2.1

TERMS AND CONDITIONS OF AWARDS

Subject to the following provisions, Performance Awards expressed as an amount of cash may be granted by the Committee in such form and upon such terms and conditions as the Committee, in its discretion, may from time to time determine. Each grant of a Performance Award shall specify the amount and nature of the Performance Award to be received by the employee subject to satisfaction of specified “Performance Objectives” within a specified “Performance Period.”

(a)       Performance Period. The Performance Period with respect to each Performance Award shall be the period of time within which the Performance Objectives relating to that award are to be achieved. The Committee shall determine the length of the Performance Period.

(b)       Performance Objectives. Performance Awards shall be deemed to have been earned by an employee based upon achievement of Performance Objectives specified by the Committee at the time of grant. Such Performance Objectives may be described in terms of Company-wide objectives or of objectives which are related to performance of the employee or of the Subsidiary, division, department or function within the Company in which the employee is employed. Performance Objectives relating to any particular grant of a Performance Award need not be the same as those relating to any other grant, whether made at the same or a different time. The Committee may specify in connection with each grant of a Performance Award a minimum acceptable level of achievement of the relevant Performance Objectives (the “Minimum”). If during the Performance Period relating to any Performance Award

 

2

 

 


events or transactions occur which, in the sole judgment of the Committee, cause the Performance Objectives or Minimum relating to such Performance Award to be an inappropriate measure of the achievement of the employee, the Committee may adjust such Performance Objectives or Minimum.

(c)       Earning of Award. The Committee shall, promptly after the date on which the necessary financial or other information for a particular Performance Period becomes available, determine the extent to which the Performance Award to which such Performance Period relates has been earned by the employee through achievement of the relevant Performance Objectives. If the Performance Objectives have been attained or exceeded, the employee shall be deemed to have earned such Performance Award in full. If the Performance Objectives have not been attained but the relevant Minimum, if any, has been attained or exceeded, the percentage of the Performance Award deemed to have been earned by the employee shall be determined in accordance with a formula prescribed by the Committee at the time such Performance Award was granted. If the Minimum has not been attained, the employee shall be deemed not to have earned the Performance Award. If a Performance Award is granted at any time after the first day of a Performance Period, the amount of such Award shall be the amount determined pursuant to this paragraph multiplied by a fraction, the numerator of which is the number of months during the Performance Period during which such grant was in effect, and the denominator of which is the total number of months in the Performance Period.

(d)       Termination of Employment. If an employee’s employment has terminated because of death, disability (as determined by the Committee) or retirement (under a retirement program of the Company or one of its Subsidiaries or otherwise as determined by the Committee) prior to the end of the Performance Period, the extent to which a Performance Award shall be deemed to have been earned shall be determined by multiplying the amount of the Performance Award which would have been earned had the employee’s employment not been terminated by a fraction, the numerator of which is the number of full calendar months such employee was employed during the Performance Period and the denominator of which is the total number of full calendar months in the Performance Period. If the employee’s employment terminates for any reason other than as described in the preceding sentence, the employee shall be deemed not to have earned the Performance Award or any part thereof unless the Committee determines otherwise in its sole discretion (in which event the extent to which the Performance Award shall be deemed to have been earned shall not exceed the amount determined pursuant to the preceding sentence).

(e)       Distributions. A Performance Award, to the extent that it has been earned, shall be distributed in a cash lump-sum no later than the March 15th of the calendar year following the calendar year in which the Performance Period is completed.

(f)        Change of Control. Notwithstanding any other provision of this Section 2.1 or contained in any Performance Award granted hereunder, upon the occurrence of a Change of Control (as defined in Section 4.7), the Performance Awards for the Performance Period during which the Change of Control occurs will be based on the sum of (i) the greater of (a) presumed achievement at the target level or (b) actual

 

3

 

 


achievement of applicable Performance Objectives through the date of the Change of Control, plus (ii) presumed achievement at the target level for the remainder of the Performance Period beginning on the date following the Change of Control and ending on the last day of the Performance Period. In the event an employee’s employment terminates after the Change of Control and prior to the end of the Performance Period in which the Change of Control occurs, the employee shall be entitled to receive a Performance Award based on the sum of the full amount in (i) above through the date of the Change of Control, and a pro-rata portion of the amount in (ii) above, determined by multiplying such amount by a fraction, the numerator of which is the number of days of the employee’s employment in the Performance Period after the Change of Control and the denominator of which is the number of days in the Performance Period after the Change of Control. Notwithstanding the provision of Section 2.1(b), following a Change of Control the Committee shall not adjust the Performance Objectives or Minimum or other terms specified in a Performance Award in effect immediately prior to the Change of Control in a manner adverse to the Participant.

III.

CASH BONUSES AND AWARDS

 

3.1

CASH BONUSES AND AWARDS

The Committee, from time to time, may grant cash bonuses and other cash awards. The Committee may also delegate the authority to grant cash bonuses and awards in accordance with policies adopted by the Committee. All bonuses and awards granted under this Section 3.1 shall be subject to such terms and conditions as the Committee, in its discretion, may determine from time to time; any such bonuses or awards granted under this Section 3.1 shall be paid no later than the March 15th of the calendar year immediately following the calendar year in which such bonus or award was granted.

IV.

ADDITIONAL PROVISIONS

 

4.1

AMENDMENTS

(a)       The Board of Directors may, in its sole discretion, discontinue the Plan at any time, or amend it from time to time.

(b)       The Committee shall have the authority to amend any grant to include any provision which, at the time of such amendment, is authorized under the terms of the Plan; however, no outstanding award may be revoked or altered in a manner unfavorable to the holder without the written consent of the holder.

 

4.2

CANCELLATION OF AWARDS

Any award granted under the Plan may be canceled at any time with the consent of the holder and a new award may be granted to such holder in lieu thereof, which award may, in the discretion of the Committee, be on more favorable terms and conditions than the canceled award.

 

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4.3

WITHHOLDING

Payments under the Plan shall be net of an amount sufficient to satisfy any federal, state or local withholding tax liability.

 

4.4

NON-ASSIGNABILITY

No award under the Plan shall be assignable or transferable by the holder thereof except by will or by the laws of descent and distribution.

 

4.5

NON-UNIFORM DETERMINATIONS

Determinations by the Committee (or its delegate) under the Plan (including, without limitation, determinations of the persons to receive awards; the form, amount and timing of such awards; the terms and provisions of such awards and the agreements evidencing same; and determinations with respect to terminations of employment) need not be uniform and may be made by it selectively among persons who receive, or are eligible to receive, awards under the Plan, whether or not such persons are similarly situated.

 

4.6

NO GUARANTEE OF EMPLOYMENT

The grant of an award under the Plan shall not constitute an assurance of continued employment for any period.

 

4.7

CHANGE OF CONTROL

A “Change of Control” means:

(a)       The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of either (i) the then outstanding ordinary shares of the Company (the “Outstanding Company Ordinary Shares”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (a), the following acquisitions shall not constitute a Change of Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation or other entity controlled by the Company or (iv) any acquisition by any corporation or other entity pursuant to a transaction which complies with clauses (i), (ii) and (iii) of subsection (c) of this Section 6.10; or

(b)       Individuals who, as of the date hereof, constitute the Board of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of the Company; provided, however, that for purposes of this Section 6.10 any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered

 

5

 

 


as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of the Company; or

(c)       Consummation of a scheme of arrangement, reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Ordinary Shares and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding ordinary shares or shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation or other entity resulting from such Business Combination (including, without limitation, a corporation or other entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Ordinary Shares and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation or other entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation or other entity resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding ordinary shares or shares of common stock of the corporation or other entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation or other entity except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the action of the Board of the Company providing for such Business Combination; or

(d)       Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

 

4.8

EFFECTIVE DATE

The Plan is hereby established effective January 1, 2009.

 

6

 

 


                        IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officers this ___ day of December, 2008, but effective as of January 1, 2009.

TRANSOCEAN LTD.

 

 

By: /s/ Cheryl D. Richards 

 

Name: __Cheryl D. Richards____________

 

Title: _Senior Vice President, Human Resources and IPS__

 

 

7

 

 

 

EXHIBIT 10.22

 

BASED SALARIES OF NAMED EXECUTIVE OFFICERS

 

 

Executive Officer

2009 Base Salaries*

 

Robert L. Long

     Chief Executive Officer

 

 

$1,200,000

 

 

Gregory L. Cauthen

     Senior Vice President and Chief Financial Officer

 

$ 535,000

 

Steven L. Newman

     President and Chief Operating Officer

 

$ 600,000

 

 

Eric B. Brown
    
Senior Vice President and General Counsel

 

$ 450,000

 

*Unchanged from 2008.

 

 

EXHIBIT 10.28

 


ROBERT L. LONG

CHIEF EXECUTIVE OFFICER

 

 

February __, 2009

 

[NAME]

 

Dear [NAME]:

Transocean Ltd. (the "Company") hereby grants to you effective as of February 12, 2009, _______ deferred units ("Deferred Units") in accordance with the Amended and Restated Long-Term Incentive Plan of Transocean Ltd. (the "Plan"). This award has been established on a target award of $___________. The conversion to actual number of Deferred Units is based on the average price over the 30 trading days up to the end of January 2009. This award is made and shall vest in accordance with the Plan, with the Company acting as the plan sponsor for its various employing subsidiaries. Your award is more fully described in Appendix A, Terms and Conditions of Deferred Unit Award.

Your Deferred Units are being awarded in recognition of your performance and contribution to the Company and, therefore, you do not need to pay any purchase price. Unless otherwise provided in Appendix A, your Deferred Units will vest in installments as follows ("Vesting Schedule"):

Period Beginning

Number of Deferred Units Vesting

February 12, 2010

February 12, 2011

February 12, 2012

«xxx»

«xxx»

«xxx»

 

Your Deferred Units are subject to the terms and conditions set forth in the Plan, any additional terms and conditions set forth in Appendix A and the Prospectus for the Plan, and any rules and regulations adopted by the Executive Compensation Committee of the Board of Directors.

This award letter and the associated documents, which can be found within the Transocean network at http://www.rigcentral.com/hqs/hr/comp_ben/bonus_plans/ltip.asp, contain the formal terms and conditions of your award.

Being a participant in the Plan means you have an opportunity to earn more and it also means you have certain responsibilities as a key member of our team. For the last several months, we have been focusing on driving a culture of leadership (setting clear expectations and providing regular feedback), compliance (rigorous adherence to the policies and procedures articulated in the Company's Management System and systematic use of the Company's safety tools Think and Start), and accountability (recognizing people for the contributions they make to the Company's success). In order for us to fully develop this culture, it is critical that you model these behaviors yourself and demand them from the people with whom you work. Our ability to create this culture of leadership, compliance, and accountability across our entire organization will ultimately impact our success as a company.

Congratulations on your award.

Very truly yours,

 

Robert L. Long

 

 


Appendix A

to Award Letter

Granted February 12, 2009 (the "Grant Date")

Terms and Conditions of

Deferred Unit Award

The deferred units ("Deferred Units") granted to you on the Grant Date by Transocean Ltd. (the "Company") representing a specified number of registered shares, par value 15.00 Swiss francs per share, of the Company ("Shares") are subject to the terms and conditions set forth in the Long-Term Incentive Plan of Transocean Ltd. (the "Plan"), any rules and regulations adopted by the Executive Compensation Committee of the Board of Directors (the "Committee"), any additional terms and conditions set forth in this Appendix A which forms a part of the award letter to you ("Award Letter") and the Prospectus for the Plan. Any terms used in this Appendix and not defined in the Award Letter have the meanings set forth in the Plan. The terms and provisions of your Deferred Units are governed by the terms of the Plan as amended and restated February 12, 2009, which is subject to approval of the Company's shareholders. If the Company's shareholders fail to approve the Plan as amended and restated, the terms and provisions of your Deferred Units will be governed by the terms of the Plan in existence prior to the amendment and restatement of February 12, 2009. In the event there is an inconsistency between the terms of the Plan and the Award Letter, the terms of the Plan will control.

1.

Vesting and Deferred Units

 

(a)

Unless vested on an earlier date as provided in this Appendix A, the Deferred Units granted pursuant to your Award Letter will fully vest in installments in accordance with the dates stated in the Vesting Schedule (the "Vesting Dates") specified in your Award Letter.

 

(b)

In certain circumstances described in paragraphs 4 and 6 below, your Deferred Units may vest before the final Vesting Date. In addition, the Committee may accelerate the vesting of all or a portion of your Deferred Units at any time in its discretion.

 

(c)

You do not need to pay any purchase price for the Deferred Units unless otherwise required in accordance with applicable law.

2.

Restrictions on the Deferred Units

Until and unless you vest in your Deferred Units and receive a distribution of Shares, you may not attempt to sell, transfer, assign or pledge them. Until the date on which you receive a distribution of the Shares in respect of any vested Deferred Units awarded hereunder, your award of Deferred Units will be evidenced by credit to a book entry account. You are required to open a brokerage account with Charles Schwab & Co., Inc. ("Schwab"), or such other broker as the Company reserves the right to designate, prior to taking possession of any vested shares. Failure to open and maintain such account and / or to follow instructions of the Company in this regard can result in the forfeiture of the Deferred Units. When Deferred Units vest, the net shares (total Shares distributable in

 

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respect of vested Deferred Units minus any Shares retained by the Company in accordance with the policies and requirements described in paragraph 7), will be delivered to you within sixty days after the Vesting Date in street name to your Schwab brokerage account (or, in the event of your death, to a Schwab brokerage account in the name of your beneficiary under the Plan) or, at the Company's option, a certificate for such shares will be delivered to you. Any Shares distributed to you in respect of vested Deferred Units will be registered in your name and will not be subject to any restrictions. There will be some delay between the Vesting Date and the date your shares become available to you due to administrative reasons.

3.

Dividends, Cash Consideration and Voting

 

(a)

Unvested Deferred Units

In the event that dividends are paid with respect to Shares, you will be entitled to receive a cash payment equal to the amount of the dividend paid per Share as of such dividend payment date multiplied by the number of unvested Deferred Units credited to your account immediately prior to such dividend payment date (the "Dividend Equivalent"). All Dividend Equivalents (if any) payable with respect to your unvested Deferred Units will be paid directly to you at the same time dividends are paid with respect to all other Shares of the Company and shall be subject to all applicable withholding taxes. For any non-cash dividends, the Committee may determine in its sole discretion the cash value to be so paid to you in respect of such Deferred Units.

 

(b)

Vested Deferred Units

In the event that dividends are paid with respect to Shares, an amount equal to that dividend will be paid to you in respect of any vested Deferred Units for which Shares have not yet been distributed, at the same time dividends are paid with respect to all other Shares of the Company and subject to all applicable withholding taxes.

 

(c)

Cash Consideration

In the event that Shares are exchanged or reclassified by the Company resulting in cash consideration paid for such Shares, you will be entitled to receive a cash payment equal to the amount of cash consideration corresponding to the number of unvested Deferred Units (including vested Deferred Units not yet distributed to you) credited to your account at the same time such cash consideration is paid with respect to all other Shares of the Company and subject to all applicable withholding taxes.

 

(d)

Voting Shares

You will have the right to vote your Shares that have been distributed in respect of any vested Deferred Units. There are no voting rights associated with Deferred Units.

 

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(e)

No Other Rights

You shall have no other dividend equivalent, dividend or voting rights with respect to any Deferred Unit.

4.

Termination of Employment

 

(a)

General

The following rules apply to the vesting of your Deferred Units in the event of your death, disability, or other termination of employment.

 

(i)

Death or Disability. If your employment is terminated by reason of death or disability (as determined by the Committee), all of your Deferred Units will vest on your date of termination.

 

(ii)

Convenience of the Company. If the Company terminates your employment for the convenience of the Company (as determined by the Committee), all of your Deferred Units will vest on your date of termination.

 

(iii)

Other Termination of Employment. If your employment terminates for any reason other than death, disability or termination for the convenience of the Company (as those terms are used above), any of your Deferred Units which have not vested prior to your termination of employment will be forfeited.

 

(iv)

Adjustments by the Committee. The Committee may, in its sole discretion exercised before or after your termination of employment, accelerate the vesting of all or any portion of your Deferred Units.

 

(b)

Committee Determinations

The Committee shall have absolute discretion to determine the date and circumstances of termination of your employment, including without limitation whether as a result of death, disability, convenience of the Company or any other reason, and its determination shall be final, conclusive and binding upon you.

5.

Beneficiary

You may designate a beneficiary to receive any portion of the Deferred Units that become due to you after your death, and you may change your beneficiary from time to time. Beneficiary designations must be duly executed using the proper form designated by the Human Resources Department and timely filed with the Administrator of the Long-Term Incentive Plan in that department. If you fail to designate a beneficiary, Deferred Units due to you under the Plan will be paid to the executor or administrator of your estate in the event of your death.

 

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6.

Change of Control

 

(a)

Acceleration of Vesting

Notwithstanding the provisions of the Award Letter or paragraphs 1 or 4, all of your Deferred Units will vest immediately upon a Change of Control Termination (as defined below).

 

(b)

Change of Control Termination

Upon the date of your termination of employment by the Company or any Subsidiary for any reason other than Cause (as defined below) within two years after the date of a Change of Control (a "Change of Control Termination"), the provisions of paragraph (a) shall apply.

"Cause" means (1) your willful and continued failure to substantially perform your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness), or (2) your willful engagement in conduct which is demonstrably and materially injurious to the Company or its Subsidiaries, monetarily or otherwise. For purposes of clauses (1) and (2) of this definition, no act, or failure to act, on your part shall be deemed "willful" unless done, or omitted to be done, by you not in good faith and without reasonable belief that your act, or failure to act, was in the best interest of the Company.

 

(c)

Section 280G Limitation

Notwithstanding anything in the Award Letter (including this Appendix A) to the contrary, if all or any portion of the benefits provided hereunder, either alone or together with other payments and benefits received or to be received from the Company or any affiliate or successor, would constitute a "parachute payment", as such term is defined in Section 280G(b)(2) of the U.S. Internal Revenue Code of 1986 (the "Code"), and the amount of the parachute payment, reduced by all U.S. federal, state and local taxes applicable thereto, including the excise tax imposed pursuant to Code Section 4999, is less than the amount you would receive if you were paid three times your "base amount", as defined in Code Section 280G(b)(3), less one dollar, reduced by all U.S. federal, state and local taxes applicable thereto, then the aggregate of the amounts constituting the parachute payment shall be reduced to an amount that will equal three times your base amount less one dollar, and such reduction shall be made to those amounts that provide you with the best economic benefit (and to the extent any payments are economically equivalent, each shall be reduced pro rata), which may include, without limitation and to the extent necessary, a reduction to the award or vesting of Deferred Units in order that this limitation not be exceeded; provided, however, that this paragraph 6(c) shall be superseded in its entirety by (i) any contrary treatment of parachute payments to which you have agreed in writing prior to the Change of Control pursuant to any other plan, program or agreement, or (ii) any

 

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more favorable treatment of the excise tax on parachute payments extended to you by the Company or its affiliates pursuant to any other plan, program or agreement.

7.

Income Tax Withholding

 

(a)

You should consult the Long-Term Incentive Plan Prospectus for a general summary of the U.S. federal income tax consequences to you and, if applicable, the Swiss tax consequences to you, from the grant and/or vesting of Deferred Units based on currently applicable provisions of the Code, related regulations and Swiss tax rules. The summary does not discuss state and local tax laws or the laws of any other jurisdictions, which may differ from U.S. federal tax law and Swiss tax rules. For these reasons, you are urged to consult your own tax advisor regarding the application of the tax laws to your particular situation.

 

(b)

The Company shall make such provisions as it may deem appropriate for the withholding of any taxes which it determines is required in connection with the Deferred Units and, unless otherwise approved by the Company, the Company shall reduce the number of Shares otherwise deliverable to you upon the vesting of your Deferred Units by a number of Shares having a value approximately equal to the amount required to be withheld under the Company�s policies and procedures or applicable law. The Company may, in its discretion, permit you to make other arrangements satisfactory to the Company to satisfy any applicable withholding tax liability arising from the vesting of the Deferred Units. Further, any Dividend Equivalents paid to you in respect of Deferred Units pursuant to paragraph 3 above will be subject to tax withholding, as appropriate, as additional compensation.

 

(c)

In addition to the previous withholding requirements, any award under the Plan is also subject to all applicable withholding policies of the Company as may be in effect from time to time, at the sole discretion of the Company. Without limiting the generality of the foregoing, the Company expressly has the right to withhold or cause to be withheld (whether upon award determination, grant, vesting, or otherwise) any portion of an award (including without limitation any portion of any securities issuable in connection with the Deferred Units) pursuant to any tax equalization or other plan or policy, as any such policies or plans may be in effect from time to time, irrespective of whether such withholding correlates to the applicable tax withholding requirement with respect to your award. Awards are further subject to any tax and other reporting requirement that may be applicable in any pertinent jurisdiction including any obligation to report awards (whether related to the granting or vesting thereof) to any taxing authority or other pertinent third party.

8.

Restrictions on Resale

Other than the restrictions referenced in paragraph 2, there are no restrictions imposed by the Plan on the resale of Shares acquired under the Plan. However, under the provisions of the Securities Act of 1933 (the "Securities Act") and the rules and regulations of the

 

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Securities and Exchange Commission (the "SEC"), resales of shares acquired under the Plan by certain officers and directors of the Company who may be deemed to be "affiliates" of the Company must be made pursuant to an appropriate effective registration statement filed with the SEC, pursuant to the provisions of Rule 144 issued under the Securities Act, or pursuant to another exemption from registration provided in the Securities Act. At the present time, the Company does not have a currently effective registration statement pursuant to which such resales may be made by affiliates. There are no restrictions imposed by the SEC of shares acquired under the Plan by persons who are not affiliates of the Company.

9.

Effect on Other Benefits

Income recognized by you as a result of the grant or vesting of Deferred Units, the payment of any Dividend Equivalents with respect to your unvested Deferred Units or the payment of any dividends with respect to your Shares acquired in accordance with this Appendix A, will not be included in the formula for calculating benefits under any of the Company's retirement and disability plans or any other benefit plans.

10.

Code Section 409A Compliance

This award of Deferred Units is intended to comply with the provisions of Section 409A and, wherever possible, shall be interpreted as being so compliant therewith. No action taken to comply with Section 409A shall be deemed to impair a benefit under the Award Letter or this Appendix A.

Your Award Letter, Appendix A and related documents, which can be found within the Transocean network at http://www.rigcentral.com/hqs/hr/comp_ben/bonus_plans/ltip.asp, contain the formal terms and conditions of your award.

 

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EXHIBIT 10.29


ROBERT L. LONG

CHIEF EXECUTIVE OFFICER

 

 

February __, 2009

 

[NAME]

 

Dear [NAME]:

Transocean Ltd. (the "Company") hereby grants to you effective as of February 12, 2009 the opportunity to receive up to a target award of ________ deferred units ("Target Award"), and up to a total potential maximum of ________ deferred units ("Contingent Deferred Units") in accordance with the Long-Term Incentive Plan of Transocean Ltd. (the "Plan"). The exact amount of your award will be determined during the first sixty days of 2012 (with the actual date referred to as the "Determination Date") by the Executive Compensation Committee of the Board of Directors (the "Committee") based upon the achievement of certain performance objectives. Please refer to Appendix 1, Terms and Conditions of Employee Contingent Deferred Unit Award, for further details.

You will have a vested right to any deferred units earned as of December 31, 2011, subject to your continued employment through that date or as otherwise contemplated in Appendix 1.

Your Contingent Deferred Units are subject to the terms and conditions set forth in the Plan, the Prospectus for the Plan, any additional terms and conditions set forth in Appendix 1 and any rules and regulations adopted by the Committee.

This award letter and the associated documents, which can be found within the Transocean network at http://www.rigcentral.com/hqs/hr/comp_ben/bonus_plans/ltip.asp, contain the formal terms and conditions of your award.

Being a participant in the Plan means you have an opportunity to earn more and it also means you have certain responsibilities as a key member of our team. For the last several months, we have been focusing on driving a culture of leadership (setting clear expectations and providing regular feedback), compliance (rigorous adherence to the policies and procedures articulated in the Company's Management System and systematic use of the Company's safety tools Think and Start), and accountability (recognizing people for the contributions they make to the Company's success). In order for us to fully develop this culture, it is critical that you model these behaviors yourself and demand them from the people with whom you work. Our ability to create this culture of leadership, compliance, and accountability across our entire organization will ultimately impact our success as a company.

Congratulations on your award.

Very truly yours,

 

Robert L. Long

 

 


Appendix 1

to Award Letter

Terms and Conditions of

Employee Contingent Deferred Unit Award

February 12, 2009 (the "Grant Date")

The contingent award by Transocean Ltd. (the "Company") to you effective as of the Grant Date for the opportunity to, if certain conditions are met, receive deferred units representing a specified number of registered shares, par value 15.00 Swiss francs per share, of the Company ("Shares") is subject to the terms and conditions set forth in the Long-Term Incentive Plan of Transocean Ltd. (the "Plan"), the Prospectus for the Plan, any rules and regulations adopted by the Executive Compensation Committee of the Board of Directors (the "Committee") and any additional terms and conditions set forth in this Appendix 1 (which includes Exhibit A hereto) which form a part of the award letter to you ("Award Letter"). Any terms used in this Appendix 1 and not defined in the Award Letter or this Appendix 1 have the meanings set forth in the Plan. The terms and provisions of this Employee Contingent Deferred Unit Award are governed by the terms of the Plan as amended and restated February 12, 2009, which is subject to approval of the Company's shareholders. If the Company's shareholders fail to approve the Plan as amended and restated, the terms and provisions of this Employee Contingent Deferred Unit Award will be governed by the terms of the Plan in existence prior to the amendment and restatement of February 12, 2009. In the event there is an inconsistency between the terms of the Plan and the Award Letter (including this Appendix 1), the terms of the Plan will control.

For purposes of the Award Letter (including this Appendix 1), the term "Total Potential Deferred Unit Grant" shall mean the total number of potential deferred units that may be issued to you in respect of the achievement of certain performance standards as described herein. A deferred unit is a unit that is, subject to the terms and conditions hereof, equal to one Share of the Company.

1.

Determination of Earned Deferred Units

 

(a)

Earned Deferred Units

The exact number of deferred units that will actually be earned by and issued to you and subject to the vesting described in the Award Letter (including this Appendix 1) (the "Earned Deferred Units") will be based upon the achievement by the Company of the performance standard described below over the three-year period consisting of the calendar years 2009, 2010 and 2011 (the "Performance Cycle"). The determination by the Committee with respect to the achievement of such performance standard will be made in the first sixty days of 2012 after all necessary Company and peer information is available. The specific date on which such determination is formally made and approved by the Committee is referred to as the "Determination Date". After the Determination Date, the Company will notify you of the number of Earned Deferred Units, if any, to be actually granted to you as Shares. The performance standards and the amount of units out of the Total Potential Deferred Unit Grant which may be earned are based on the Target

 

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Award specified in the Award Letter and the Company's performance on total shareholder return ("TSR") compared against a peer group.

More detailed definitions and the methodology for calculating the Earned Deferred Units are incorporated herein as Exhibit A.

 

(b)

Committee Determinations

The Committee shall have absolute discretion to determine the number of Earned Deferred Units to which you are entitled, if any, including without limitation such adjustments as may be necessary in the opinion of the Committee to account for changes since the date of the Award Letter. The Committee's determination shall be final, conclusive and binding upon you. You shall not have any right or claim with respect to any units other than Earned Deferred Units to which you become entitled in accordance herewith.

2.

Vesting

 

(a)

Unless vested on an earlier date as provided in this Appendix 1, the Earned Deferred Units will be vested on December 31, 2011, subject to your continued employment.

 

(b)

In certain circumstances more particularly described in paragraphs 5 and 7 below, your Earned Deferred Units may vest before this date. In addition, the Committee may accelerate the vesting of all or a portion of your Earned Deferred Units at any time in its discretion.

 

(c)

You do not need to pay any purchase price for the Earned Deferred Units unless otherwise required in accordance with applicable law.

3.

Restrictions

Until and unless you vest in your Earned Deferred Units and receive a distribution of Shares, you do not own any of the Shares potentially subject to this contingent award and may not attempt to sell, transfer, assign or pledge any such Shares. When Earned Deferred Units are determined after the end of the Performance Cycle, the net shares (total Shares distributable in respect of vested Earned Deferred Units minus any Shares retained by the Company in accordance with the policies and requirements described in paragraph 8) will be delivered on March 15, 2012 in street name to your Charles Schwab & Co. Inc. ("Schwab") brokerage account (or, in the event of your death, to a Schwab brokerage account in the name of your beneficiary under the Plan or to such other brokerage account with another broker retained by the Company if Schwab is no longer retained by the Company). Any Shares distributed to you in respect of vested Earned Deferred Units will be registered in your name and will not be subject to any restrictions. You are required to open an account with Schwab or such other broker. Failure to open and maintain such account and/or follow instructions of the Company in this regard can result in the forfeiture of the Deferred Units.

 

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4.

Dividend Equivalents, Dividends and Voting

 

(a)

Vested Earned Deferred Units. After the Determination Date, in the event that dividends are paid with respect to Shares, an amount equal to that dividend will be paid to you in respect of any vested Earned Deferred Units for which Shares have not yet been distributed. All dividend equivalents (if any) payable after the Determination Date with respect to your vested Earned Deferred Units will be paid directly to you at the same time dividends are paid with respect to all other Shares of the Company and shall be subject to all applicable withholding taxes. For any non-cash dividends, the Committee may determine in its sole discretion the cash value to be so paid to you in respect of such vested Earned Deferred Units.

 

(b)

Voting Shares. You will have the right to vote your Shares that have been distributed in respect of any vested Earned Deferred Units. There are no voting rights associated with Deferred Units (including Earned Deferred Units).

 

(c)

No Other Rights. You shall have no other dividend equivalent, dividend or voting rights with respect to any Deferred Unit.

5.

Termination of Employment

 

(a)

Termination prior to the end of the Performance Cycle

The terms set out in subsections (i)–(iv) below of this paragraph 5(a) shall apply to the obtainment and vesting of Earned Deferred Units in the event of your death, disability, termination for the convenience of the Company, retirement or other termination of employment prior to the last day of the Performance Cycle.

 

(i)

Death or Disability. If your employment is terminated by reason of death or disability (as determined by the Committee), you will be entitled to earn a Pro-Rata Earned Award (as defined below). Distribution under paragraph 3 in satisfaction of all such Earned Deferred Units shall be made on March 15, 2012.

 

(ii)

Convenience of the Company. If your employment is terminated for the convenience of the Company (as determined by the Committee), you will be entitled to earn a Pro-Rata Earned Award. Distribution under paragraph 3 in satisfaction of all such Earned Deferred Units shall be made on March 15, 2012.

 

(iii)

Retirement. If your employment is terminated by reason of retirement (as defined below), you will be entitled to earn a Pro-Rata Earned Award. Distribution under paragraph 3 in satisfaction of all such Earned Deferred Units shall be made to you on March 15, 2012.

 

(iv)

Other Termination of Employment. If your employment is terminated prior to the end of the Performance Cycle for any reason other than death,

 

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disability, termination for the convenience of the Company or retirement (as those terms are used herein), you will not be entitled to any Earned Deferred Units.

 

(b)

Definition of Retirement

Retirement is defined for the purpose of this Appendix 1 as meeting the "Rule of 70", which requires a minimum age of 55, combined with years of service to total 70 or more. If you retire after the age of 55, yet your age and years of service do not lead to at least a combined 70, your termination will be treated as "Other Termination of Employment" described above, unless designated by the Committee in its discretion as a termination for the "Convenience of the Company".

 

(c)

Definition of Pro-Rata Earned Award

Pro-Rata Earned Award is determined by multiplying the number of Earned Deferred Units which would have otherwise been earned had your employment not been terminated by a fraction, the numerator of which is the number of calendar days you were 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.

 

(d)

Adjustments by the Committee

The Committee may, in its sole discretion exercised before or after your termination of employment, accelerate the vesting of your right to receive all or any portion of any Earned Deferred Units, distributed on the applicable distribution date under paragraph 3 or paragraph 7(a).

 

(e)

Committee Determinations

The Committee shall have absolute discretion to determine the date and circumstances of termination of your employment, including without limitation whether as a result of death, disability, convenience of the Company, retirement or any other reason, and its determination shall be final, conclusive and binding upon you.

6.

Beneficiary

You may designate a beneficiary to receive any portion of the Earned Deferred Units that become due to you after your death, and you may change your beneficiary from time to time. Beneficiary designations must be duly executed using the proper form designated by the Human Resources Department and timely filed with the Administrator of the Long-Term Incentive Plan in that department. If you fail to designate a beneficiary, any distribution with respect to Earned Deferred Units due to you under the Plan will be issued to the executor or administrator of your estate in the event of your death.

 

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7.

Change of Control

 

(a)

Change of Control Prior to Determination Date

Upon the occurrence of a Change of Control, if you are employed by the Company on the date of such Change of Control and the Determination Date has not occurred, you will be entitled to the number of Earned Deferred Units equal to the Target Award, subject to the vesting provisions described in the Award Letter and paragraphs 2, 5 and 7(b). The Shares (or other consideration) shall be issued in satisfaction of the Earned Deferred Units on March 15, 2012.

 

(b)

Acceleration of Vesting

Notwithstanding the provisions of the Award Letter or paragraphs 2, 5 or 7(b), all of your Earned Deferred Units will vest immediately upon a Change of Control Termination (as defined below) and the Shares (or other consideration) shall be issued in satisfaction of the Earned Deferred Units thirty days after the date of such Change of Control Termination.

 

(c)

Change of Control Termination

Upon the date of your termination of employment by the Company or any Subsidiary for any reason other than Cause (as defined below) within two years after the date of a Change of Control (a "Change of Control Termination"), the provisions of paragraph 7(b) shall apply.

"Cause" means (1) your willful and continued failure to substantially perform your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness), or (2) your willful engagement in conduct which is demonstrably and materially injurious to the Company or its Subsidiaries, monetarily or otherwise. For purposes of clauses (1) and (2) of this definition, no act, or failure to act, on your part shall be deemed "willful" unless done, or omitted to be done, by you not in good faith and without reasonable belief that your act, or failure to act, was in the best interest of the Company.

 

(d)

Section 280G Limitation

Notwithstanding anything in the Award Letter (including this Appendix 1) to the contrary, if all or any portion of the benefits provided hereunder, either alone or together with other payments and benefits received or to be received from the Company or any affiliate or successor, would constitute a "parachute payment", as such term is defined in Section 280G(b)(2) of the U.S. Internal Revenue Code of 1986 (the "Code"), and the amount of the parachute payment, reduced by all U.S. federal, state and local taxes applicable thereto, including the excise tax imposed pursuant to Code Section 4999, is less than the amount you would receive if you were paid three times your "base amount", as defined in Code Section 280G(b)(3), less one dollar, reduced by all U.S. federal, state and local taxes applicable thereto, then the aggregate of the amounts constituting the

 

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parachute payment shall be reduced to an amount that will equal three times your base amount less one dollar, and such reduction shall be made to those amounts that provide you with the best economic benefit (and to the extent any payments are economically equivalent, each shall be reduced pro rata), which may include, without limitation and to the extent necessary, a reduction to the award or vesting of Earned Deferred Units in order that this limitation not be exceeded; provided, however, that this paragraph 7(d) shall be superseded in its entirety by (i) any contrary treatment of parachute payments to which you have agreed in writing prior to the Change of Control pursuant to any other plan, program or agreement, or (ii) any more favorable treatment of the excise tax on parachute payments extended to you by the Company or its affiliates pursuant to any other plan, program or agreement.

8.

Income Tax Withholding

 

(a)

You should consult the Long-Term Incentive Plan Prospectus for a general summary of the U.S. federal income tax consequences to you and, if applicable, the Swiss tax consequences to you, upon the grant and/or vesting of the Earned Deferred Units based on currently applicable provisions of the Code, related regulations and Swiss tax rules. The summary does not discuss state and local tax laws or the laws of any other jurisdictions, which may differ from U.S. federal tax law and Swiss tax rules. For these reasons, you are urged to consult your own tax advisor regarding the application of the tax laws to your particular situation.

 

(b)

The Company shall make such provisions as it may deem appropriate for the withholding of any taxes which it determines is required in connection with the Earned Deferred Units and, unless otherwise approved by the Company, the Company shall reduce the number of Shares otherwise deliverable to you with respect to your Earned Deferred Units by a number of Shares having a value approximately equal to the amount required to be withheld under the Company's policies and procedures or applicable law. The Company may, in its discretion, permit you to make other arrangements satisfactory to the Company to satisfy any applicable withholding tax liability arising from the Earned Deferred Units. Further, any dividend equivalents paid to you in respect of Earned Deferred Units pursuant to paragraph 4 above will be subject to tax withholding, as appropriate, as additional compensation.

 

(c)

In addition to the previous withholding requirements, any award under the Plan is also subject to all applicable withholding policies of the Company as may be in effect from time to time, at the sole discretion of the Company. Without limiting the generality of the foregoing, the Company expressly has the right to withhold or cause to be withheld (whether upon award determination, grant, vesting, or otherwise) any portion of an award (including without limitation any portion of any securities issuable in connection with the Earned Deferred Units) pursuant to any tax equalization or other plan or policy, as any such policies or plans may be in effect from time to time, irrespective of whether such withholding correlates to the applicable tax withholding requirement with respect to your award. Awards

 

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are further subject to any tax and other reporting requirement that may be applicable in any pertinent jurisdiction including any obligation to report awards (whether related to the granting or vesting thereof) to any taxing authority or other pertinent third party.

9.

Restrictions on Resale

Other than the restrictions referenced in paragraph 3, there are no restrictions imposed by the Plan on the resale of Shares acquired under the Plan. However, under the provisions of the Securities Act of 1933 (the "Securities Act") and the rules and regulations of the Securities and Exchange Commission (the "SEC"), resales of shares acquired under the Plan by certain officers and directors of the Company who may be deemed to be "affiliates" of the Company must be made pursuant to an appropriate effective registration statement filed with the SEC, pursuant to the provisions of Rule 144 issued under the Securities Act, or pursuant to another exemption from registration provided in the Securities Act. At the present time, the Company does not have a currently effective registration statement pursuant to which such resales may be made by affiliates. These restrictions do not apply to persons who are not affiliates of the Company; provided, however, that all employees are subject to the Company's policies against insider trading, and restrictions on resale may be imposed by the Company from time-to-time as may be necessary under applicable law.

10.

Effect on Other Benefits

Income recognized by you as a result of the grant or vesting or distribution with respect to Earned Deferred Units, the payment of any dividend equivalents with respect to your vested Earned Deferred Units or the payment of any dividends with respect to your Shares acquired in accordance with the terms of this Appendix 1, will not be included in the formula for calculating benefits under the Company's retirement and disability plans.

11.

Code Section 409A Compliance

This Employee Contingent Deferred Unit Award is intended to comply with the provisions of Section 409A and, wherever possible, shall be interpreted as being so compliant therewith. No action taken to comply with Section 409A shall be deemed to impair a benefit under the Award Letter or this Appendix 1.

Your Award Letter, Appendix 1 and related documents, which can be found within the Transocean network at http://www.rigcentral.com/hqs/hr/comp_ben/bonus_plans/ltip.asp, contain the formal terms and conditions of your award.

 

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Exhibit "A" to Employee Deferred Unit Award

A.

Total Shareholder Return

Total Shareholder Return ("TSR") through the Performance Cycle is based on the comparison of the average closing share price for the thirty (30) business days prior to start of the Performance Cycle and the average closing share price for the last thirty (30) business days in the Performance Cycle. The same calculation is conducted for the Company and each of the companies in the following group:

National-Oilwell Varco

Ensco

Noble

Diamond

Pride

Rowan

Nabors

Baker Hughes

Halliburton

Schlumberger

Weatherford

Smith

The companies are then ranked from best to worst in percent improvement/deterioration in share price, adjusted for dividends.

B.

Committee Methodology

Once the calculations and rankings are completed for TSR for the Performance Cycle, the number of deferred units that may become earned is determined based on Transocean's ordinal rank at the end of the Performance Cycle in accordance with the payout grid below.

 

C.

Example

 

Total Potential Deferred Unit Grant:

1050 deferred units (Maximum Award at Maximum Performance)

Target Award:

600 deferred units (Target Performance)

Performance Cycle:

01/01/09 – 12/31/11

Determination Date:

02/15/12

TSR Ranking:

8th of 13

Earned Percentage:

75% of Target Award

Earned Deferred Units:

450

 

NOTE:The Committee may in its sole discretion interpret the formula and revise the makeup of the peer group or modify the TSR calculation or application in response to merger, consolidation or divestiture activity amongst companies, available public reporting or other events actually or potentially affecting the performance measure(s) or peer groups. The Committee's determination of all matters in connection with the award will be final and binding.

 

-9-

 

 


Exhibit "A"

(continued)

 

PAYOUT GRID FOR CONTINGENT DEFERRED UNITS BASED ON

TSR PERFORMANCE RANKING

 

Rank

Performance Level

% of Target Award Earned
(rounded to the nearest whole share)

1st

 

175%

2nd

 

175%

3rd

Maximum Performance

175%

4th

 

160%

5th

 

140%

6th

 

120%

7th

Target Performance

100%

8th

 

75%

9th

 

50%

10th

Threshold Performance

25%

11th

 

0%

12th

 

0%

13th

 

0%

 

 

 

HOU01:1102733.7

-10-

 

 

 

EXHIBIT 10.30

 

 

ROBERT L. LONG

CHIEF EXECUTIVE OFFICER

 

 

February __, 2009

 

[NAME]

 

Dear [NAME]:

Transocean Ltd. (the "Company") hereby grants to you effective as of February 12, 2009, a nonqualified option ("Option") to purchase ______ registered shares, par value 15.00 Swiss francs per share, of the Company ("Shares") in accordance with the Long-Term Incentive Plan of Transocean Ltd. (the "Plan"). Please refer to Appendix A, Terms and Conditions of Nonqualified Share Option Award, for further details.

The price at which you may purchase Shares covered by the Option is $______ per share ("Option Price"). Normal expiration of your Option is February __, 2019 ("Expiration Date") and normal vesting is indicated below ("Vesting Schedule"), excepting events as defined in Appendix A:

Vesting Date

Number of Shares
Purchasable

February __, 2010

February __, 2011

February __, 2012

xxx

xxx

xxx

 

Your award is subject to the terms and conditions set forth in the Plan, the Prospectus for the Plan, any additional terms and conditions set forth in Appendix A and any rules and regulations adopted by the Executive Compensation Committee of the Board of Directors (the "Committee").

This award letter and the associated documents, which can be found within the Transocean network at http://www.rigcentral.com/hqs/hr/comp_ben/bonus_plans/ltip.asp, contain the formal terms and conditions of your award.

Being a participant in the Plan means you have an opportunity to earn more and it also means you have certain responsibilities as a key member of our team. For the last several months, we have been focusing on driving a culture of leadership (setting clear expectations and providing regular feedback), compliance (rigorous adherence to the policies and procedures articulated in the Company's Management System and systematic use of the Company's safety tools Think and Start), and accountability (recognizing people for the contributions they make to the Company's success). In order for us to fully develop this culture, it is critical that you model these behaviors yourself and demand them from the people with whom you work. Our ability to create this culture of leadership, compliance, and accountability across our entire organization will ultimately impact our success as a company.

Congratulations on your award.

Very truly yours,

 

Robert L. Long

 

 

 


Appendix A

To Award Letter

Granted February 12, 2009 (the "Grant Date")

Terms and Conditions of

Nonqualified Share Option Award

The nonqualified option (the "Option") granted to you on the Grant Date by Transocean Ltd. (the "Company") to purchase registered shares, par value 15.00 Swiss francs per share, of the Company ("Shares") is subject to the terms and conditions set forth in the Long-Term Incentive Plan of Transocean Ltd. (the "Plan"), the Prospectus for the Plan, any rules and regulations adopted by the Executive Compensation Committee of the Board of Directors (the "Committee"), and any additional terms and conditions set forth in this Appendix A which forms a part of the award letter to you ("Award Letter"). Any terms used in the Award Letter have the meanings set forth in the Plan. The terms and provisions of your Option are governed by the terms of the Plan as amended and restated February 12, 2009, which is subject to approval of the Company's shareholders. If the Company's shareholders fail to approve the Plan as amended and restated, the terms and provisions of your Option will be governed by the terms of the Plan in existence prior to the amendment and restatement of February 12, 2009. In the event there is an inconsistency between the terms of the Plan and the Award Letter, the terms of the Plan will control.

1.

Option Price

You may purchase Shares covered by the Option for the Option Price stated in your Award Letter.

2.

Term of Option

Your Option expires on the Expiration Date stated in your Award Letter. However, your Option will terminate prior to the Expiration Date as provided in paragraph 6 of this Appendix A upon the occurrence of one of the events described in that paragraph. Regardless of the provisions of paragraph 6, in no event can your Option be exercised after the Expiration Date.

3.

Earn-out of Option

 

(a)

Unless it becomes exercisable on an earlier date as provided in paragraphs 6 and 7 below, your Option will become exercisable in installments as set forth in the Vesting Schedule in your Award Letter.

 

(b)

The Shares covered by each installment will be in addition to the Shares which previously became exercisable.

 

(c)

To the extent your Option has become exercisable, you may exercise the Option as to all or any part of the Shares covered by the Option, at any time on or before the date the Option expires or terminates, subject to the restrictions imposed by the Company's policy on insider trading and the provisions of the Securities Act

 

-2-

 

 


of 1933 (the "Securities Act") and the rules and regulations of the Securities and Exchange Commission (the "SEC").

4.

Exercise of Option

The Company currently utilizes Charles Schwab ("Schwab") as the broker for outsourcing administration of the Plan, but reserves the right to use another broker. If necessary, this new broker selected by the Company will be substituted for Schwab. It will be necessary for you to open an account with Schwab and you should consult the information provided with this packet. Subject to applicable security law restrictions, the Company may, in its discretion, adopt procedures for the automatic cashless exercise of any outstanding vested Option on the last trading date on or immediately preceding the Expiration Date.

5.

Satisfaction of Option Price

 

(a)

Payment of Cash or Shares

Your Option may be exercised through a cashless exercise with Schwab or by payment in cash (including check, bank draft, money order or wire transfer to Schwab), in Shares, or in a combination of cash and Shares.

 

(b)

Payment of Shares

Any Shares tendered as all or part of the Option Price shall be valued at "Fair Market Value" as defined in the Plan. Any certificates evidencing shares tendered must be duly endorsed or accompanied by appropriate stock powers. Only shares held, or certificates issued, solely in your name may be tendered in exercise of your Option. Fractional shares may not be tendered in satisfaction of the Option Price; any portion of the Option Price which is in excess of the aggregate fair market value of the number of whole shares tendered must be paid in cash. If a certificate tendered in exercise of the Option evidences more Shares than are required pursuant to the immediately preceding sentence for satisfaction of the portion of the Option Price being paid in Shares, an appropriate replacement certificate will be issued to you for the number of excess Shares.

6.

Termination of Employment

 

(a)

General

The following rules apply to your Option in the event of your death, disability, retirement, or other termination of employment.

 

(i)

Death or Disability. If your employment is terminated by reason of death or disability (as determined by the Committee), your Option will become fully vested, and will remain exercisable until the earlier of (1) the Expiration Date or (2) the expiration of the one-year period beginning on the date of such death or disability.

 

-3-

 

 


 

(ii)

Convenience of the Company. If your employment is terminated for the convenience of the Company (as determined by the Committee), any vested portion of the Option will remain exercisable until the earlier of (1) the Expiration Date or (2) the expiration of the one-year period beginning on the date of such termination of employment. Following the termination of your employment for the convenience of the Company, no additional portions of your Option will become exercisable, and your Option will be limited to the number of Shares which were vested and which you were entitled to purchase under the Option on the date of the termination of your employment. The portion of the Option that is not vested as of the date of your termination for the convenience of the Company shall be terminated as of the date of your termination.

 

(iii)

Early Retirement. If your employment is terminated by reason of Early Retirement (as defined below), any vested portion of the Option will remain exercisable until the Expiration Date. Following your Early Retirement, no additional portions of your Option will become exercisable, and your Option will be limited to the number of Shares which were vested and which you were entitled to purchase under the Option on the date of your Early Retirement. The portion of the Option that is not vested as of the date of your Early Retirement shall be terminated as of that date.

 

(iv)

Normal Retirement. If your employment is terminated by reason of Normal Retirement (as defined below) on or after February 12, 2010, your Option will continue to vest as set forth in the Vesting Schedule in your Award Letter. If your employment is terminated by reason of Normal Retirement prior to February 12, 2010, no additional portions of your Option will become exercisable, and your Option will be limited to the number of Shares which were vested and to which you were entitled to purchase under the Option on the date of your Normal Retirement, and the portion of the Option which is not vested as of your Normal Retirement shall be terminated as of that date. Following your Normal Retirement, any vested portion of the Option will remain exercisable until the Expiration Date.

 

(v)

Other Termination of Employment. If your employment is terminated for any reason other than death, disability, termination for the convenience of the Company, or Early or Normal Retirement (as those terms are used herein), any vested Option will terminate on the earlier of (1) sixty (60) days after termination of your employment or (2) the Expiration Date. Following the termination of your employment, no additional portions of your Option will become exercisable, and your Option will be limited to the number of Shares which were vested and to which you were entitled to purchase under the Option on the date of the termination of your employment. The portion of the Option which is not vested as of the date of the termination shall be terminated as of the date of your termination.

 

-4-

 

 


 

(vi)

Adjustments by the Committee. The Committee may, in its sole discretion, exercised before or after your termination of employment, declare all or any portion of your Option immediately exercisable and/or permit all or any portion of your Option to remain exercisable for such period designated by it after the time when the Option would have otherwise terminated as provided in the applicable portion of this paragraph 6(a), but not beyond the Expiration Date of your Option.

 

(b)

Definition of Retirement

"Early Retirement" is defined for the purpose of this Appendix A as termination of employment for any reason other than death or disability after attainment of age 55 with at least 10 years of service. "Normal Retirement" is defined for the purpose of this Appendix A as termination of employment for any reason other than death or disability after attainment of age 65 with at least 5 years of service. If you retire after the age of 55, yet your age and years of service do not lead to an Early Retirement or a Normal Retirement, your termination will be treated as "Other Termination of Employment", unless designated by the Committee in its discretion as a termination for the "Convenience of the Company".

 

(c)

Committee Determinations

The Committee shall have absolute discretion to determine the date and circumstances of termination of your employment, including without limitation whether as a result of death, disability, convenience of the Company, Early or Normal Retirement or any other reason, and its determination shall be final, conclusive and binding upon you.

7.

Change of Control

 

(a)

Acceleration of Vesting

Notwithstanding the provisions of the Award Letter or paragraphs 3 or 6, all Options outstanding as of a Change of Control Termination (as defined below) shall become immediately exercisable and shall remain exercisable until the earlier of the expiration of (i) the Expiration Date or (ii) the one-year period beginning on the date of such Change of Control Termination.

 

(b)

Change of Control Termination

Upon the date of your termination of employment by the Company or any Subsidiary for any reason other than Cause (as defined below) within two years after the date of a Change of Control (a "Change of Control Termination"), the provisions of paragraph 7(a) shall apply.

"Cause" means (1) your willful and continued failure to substantially perform your duties with the Company (other than any such failure resulting from your incapacity due to physical or mental illness), or (2) your willful engagement in

 

-5-

 

 


conduct which is demonstrably and materially injurious to the Company or its Subsidiaries, monetarily or otherwise. For purposes of clauses (1) and (2) of this definition, no act, or failure to act, on your part shall be deemed "willful" unless done, or omitted to be done, by you not in good faith and without reasonable belief that your act, or failure to act, was in the best interest of the Company.

 

(c)

Section 280G Limitation

Notwithstanding anything in the Award Letter (including this Appendix A) to the contrary, if all or any portion of the benefits provided hereunder, either alone or together with other payments and benefits received or to be received from the Company or any affiliate or successor, would constitute a "parachute payment", as such term is defined in Section 280G(b)(2) of the U.S. Internal Revenue Code of 1986 (the "Code"), and the amount of the parachute payment, reduced by all U.S. federal, state and local taxes applicable thereto, including the excise tax imposed pursuant to Code Section 4999, is less than the amount you would receive if you were paid three times your "base amount", as defined in Code Section 280G(b)(3), less one dollar, reduced by all U.S. federal, state and local taxes applicable thereto, then the aggregate of the amounts constituting the parachute payment shall be reduced to an amount that will equal three times your base amount less one dollar, and such reduction shall be made to those amounts that provide you with the best economic benefit (and to the extent any payments are economically equivalent, each shall be reduced pro rata), which may include, without limitation and to the extent necessary, a reduction to the award or vesting of Options in order that this limitation not be exceeded; provided, however, that this paragraph 7(c) shall be superseded in its entirety by (i) any contrary treatment of parachute payments to which you have agreed in writing prior to the Change of Control pursuant to any other plan, program or agreement, or (ii) any more favorable treatment of the excise tax on parachute payments extended to you by the Company or its affiliates pursuant to any other plan, program or agreement.

8.

Tax Consequences and Withholding

 

(a)

You should consult the Long-Term Incentive Plan Prospectus for a general summary of the U.S. federal income tax consequences to you and, if applicable, the Swiss tax consequences to you, of your Option based on currently applicable provisions of the Code, related regulations and Swiss tax rules. The summary does not discuss state and local tax laws or the laws of any other jurisdictions, which may differ from the U.S. federal tax law and Swiss tax rules. For these reasons, you are urged to consult your own tax advisor regarding the application of the tax laws to your particular situation.

 

(b)

This Option is not intended to be an incentive stock option, as defined in Section 422 of the Code. No adjustment to the Option pursuant to Section 6.2 of the Plan shall be made in a manner that results in noncompliance with the requirements of Section 409A of the Code, to the extent applicable.

 

-6-

 

 


 

(c)

You must make arrangements satisfactory to the Company to satisfy any applicable U.S. federal, state or local withholding tax liability arising from the grant or exercise of your Option. You can either make a cash payment to Schwab of the required amount or you can elect to satisfy your withholding obligation by having Schwab retain Shares having a value equal to the amount of your withholding obligation from the shares otherwise deliverable to you upon the exercise of your Option. You may not elect to have Schwab withhold Shares having a value in excess of the minimum statutory withholding tax liability or, if you are serving as an expatriate employee, the "standard deduction" withheld in accordance with the Company's policies and procedures. If you fail to satisfy your withholding obligation in a time and manner satisfactory to the Company, the Company shall have the right to withhold the required amount from your salary or other amounts payable to you.

 

(d)

In addition, you must make arrangements satisfactory to the Company to satisfy any applicable withholding tax liability imposed under the laws of any other jurisdiction arising from the grant or exercise of your Option. You may not elect to have Schwab withhold Shares having a value in excess of the minimum statutory withholding tax liability or, if you are serving as an expatriate employee, the "standard deduction" withheld in accordance with the Company's policies and procedures. If you fail to satisfy such withholding obligation in a time and manner satisfactory to the Company, the Company shall have the right to withhold the required amount from your salary or other amounts payable to you.

 

(e)

In addition to the previous withholding requirements, any award under the Plan is also subject to all applicable withholding policies of the Company as may be in effect from time to time, at the sole discretion of the Company. Without limiting the generality of the foregoing, the Company expressly has the right to withhold or cause to be withheld (whether upon award determination, grant, vesting, exercise of rights or otherwise) any portion of an award (including without limitation any portion of the proceeds of an exercise of any award rights such as, if applicable, a stock option, or any portion of any securities issuable in connection with any award such as, if applicable, the issuance of Shares for deferred units) pursuant to any tax equalization or other plan or policy, as any such policies or plans may be in effect from time to time, irrespective of whether such withholding correlates to the applicable tax withholding requirement with respect to your award. Awards are further subject to any tax and other reporting requirement that may be applicable in any pertinent jurisdiction including any obligation to report awards (whether related to the granting or vesting thereof or exercise of rights thereunder) to any taxing authority or other pertinent third party.

9.

Restrictions on Resale

There are no restrictions imposed by the Plan on the resale of Shares acquired under the Plan. However, under the provisions of the Securities Act and the rules and regulations of the SEC, resales of shares acquired under the Plan by certain officers and directors of the Company who may be deemed to be "affiliates" of the Company must be made pursuant

 

-7-

 

 


to an appropriate effective registration statement filed with the SEC, pursuant to the provisions of Rule 144 issued under the Securities Act, or pursuant to another exemption from registration provided in the Securities Act. At the present time, the Company does not have a currently effective registration statement pursuant to which such resales may be made by affiliates. There are no restrictions imposed by the SEC on the resale of shares acquired under the Plan by persons who are not affiliates of the Company; provided, however, that all employees are subject to the Company's policies against insider trading, and restrictions on resale may be imposed by the Company from time-to-time as may be necessary under applicable law.

10.

Beneficiary

You may designate a beneficiary to receive your option after your death, and you may change your beneficiary from time to time. Beneficiary designations should be filed with the Administrator of the Long-Term Incentive Plan in the Human Resources Department. If you fail to designate a beneficiary, the executor or administrator of your estate will be considered your beneficiary in the event of your death.

11.

Effect on Other Benefits

Income recognized by you as a result of exercise of an Option will not be included in the formula for calculating benefits under any of the Company's retirement and disability plans or any other benefit plans.

Your Award Letter, Appendix A and related documents, which can be found within the Transocean network at http://www.rigcentral.com/hqs/hr/comp_ben/bonus_plans/ltip.asp, contain the formal terms and conditions of your award.

 

HOU01:1102730.7

-8-

 

 

 

EXHIBIT 10.41

 

TRANSOCEAN LTD.

PENSION EQUALIZATION PLAN

AS AMENDED AND RESTATED

EFFECTIVE JANUARY 1, 2009

 


TRANSOCEAN LTD.

PENSION EQUALIZATION PLAN

WHEREAS, GlobalSantaFe Corporate Services Inc. adopted and maintained the GlobalSantaFe Pension Equalization Plan, as amended effective July 21, 2007 and as amended and restated effective November 27, 2007 (the “Prior GSF Plan”); and

WHEREAS, Transocean Inc. (“Transocean”) adopted and maintained the Transocean U.S. Supplemental Retirement Plan, as amended and restated effective November 27, 2007 (the “Prior TO Plan”); and

WHEREAS, on November 27, 2007, GlobalSantaFe Corporation (“GlobalSantaFe”) completed the transactions contemplated by an Agreement and Plan of Merger with Transocean Inc. and Transocean Worldwide Inc., a direct wholly owned subsidiary of Transocean (“Transocean Worldwide”), pursuant to which GlobalSantaFe merged with Transocean Worldwide by way of a scheme of arrangement qualifying as an amalgamation under Cayman Islands law, with Transocean Worldwide continuing as the surviving entity; and

WHEREAS, effective January 1, 2009, the Prior GSF Plan and the Prior TO Plan shall be amended and restated to merge and harmonize the two plans in the form of the Transocean Ltd. Pension Equalization Plan (as amended and restated effective January 1, 2009).

NOW THEREFORE, the Plan is hereby amended and restated to read as follows, effective as of January 1, 2009:

 


ARTICLE I

 

PURPOSE

1.1       Purpose of the Plan: The purpose of this Plan is generally to provide the amount of the benefit that would otherwise be paid under the Pension Plan, as in effect on the applicable date, but which cannot be paid under these plans on account of (a) the limitations of Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Code”), which limits the annual compensation that may be taken into account in computing benefits under the Pension Plan to $245,000 in 2009 (or such other annual dollar amount as may be prescribed by the Secretary of the Treasury or his or her delegate), and (b) Section 415 of the Code, which limits the benefits and contributions under qualified plans.

1.2       ERISA Status: Program A of the Plan, detailed in Article III below, is intended to qualify for the exemptions provided under Title I of the Employee Retirement Income Security Act of 1974, as amended from time to time (“ERISA”), for plans that are not qualified under Code Section 401(a) and that are maintained primarily to provide deferred compensation for a select group of management or highly compensated employees. Program B of the Plan, set forth in Article IV below, is intended to qualify for the exemptions provided under Title I of ERISA for plans that are excess benefit plans as defined in Section 3(36) of ERISA.

 

 


ARTICLE II

 

DEFINITIONS

Except as otherwise indicated, for purposes of the Plan, the terms listed below shall be defined as follows:

Additional Service Period: The term “Additional Service Period” means, with respect to any Participant who received a severance payment, whether in the form of salary and/or bonus continuation payments or in a lump sum or sums, the salary and/or bonus continuation period or, in the case of a lump sum or sums, the period with respect to which the lump sum or sums are deemed paid pursuant to the definitions of “Basic Earnings” and “Bonus” contained in this Plan.

Administrative Committee: The committee established by the Board to administer the Plan pursuant to Section 8.1.

Affiliate: The term “Affiliate” shall have the identical meaning of that term as set out in the Pension Plan.

Applicable Interest Rate: With respect to (i) benefits accrued under this Plan on and after January 1, 2009, and (ii) benefits accrued prior to January 1, 2009 under the Legacy GlobalSantaFe Plan, the “Applicable Interest Rate” is the interest rate used in the Applicable Pension Plan.

With respect to (i) benefits accrued at any time for those certain Participants listed on Appendix C hereto, and (ii) benefits accrued prior to January 1, 2009 under the Legacy Transocean Plan, the “Applicable Interest Rate” is the annual interest rate equal to the yield on a new 7-12 year AA-rated general obligation tax-exempt bond as determined by Merrill Lynch & Co. (or its affiliates) and published in The Wall Street Journal. For purposes of the preceding sentence, an annual interest rate is to be determined as the average of the daily yields for November of the Plan Year preceding the Plan Year in which occurs the proposed date of payment; in such case, the stability period for such applicable interest rate shall be the Plan Year.

Applicable Pension Plan: The term “Applicable Pension Plan” means the Pension Plan as in effect on the date of Participant’s Termination of Employment.

Basic Earnings: The term “Basic Earnings” shall have the identical meaning of that term as set forth in the Pension Plan, only without regard to the limitations imposed by Section 401(a)(17) of the Code; provided that “Basic Earnings” shall include severance payments based on a multiple or any percentage of salary, whether made as salary continuation payments or in a lump sum or sums. In the event such a severance payment is paid in a lump sum or sums, the salary amount shall be deemed to accrue over the period of time it would normally have been paid had the Participant’s salary at the time of termination continued until the severance payments were exhausted.

Board: The Board of Directors of the Company.

 

 


Bonus: The term “Bonus” shall have the identical meaning of that term as set out in the Pension Plan, only without regard to the limitations imposed by Section 401(a)(17) of the Code; provided that the term “Bonus” shall include severance payments based on a multiple or any percentage of a bonus or deemed bonus, whether made as bonus continuation payments or in a lump sum or sums. In the event such a severance payment is paid in a lump sum or sums, the payment shall be included and shall be deemed paid as follows: (a) any payment based on a multiple of a bonus or deemed bonus shall be divided by the multiplier and each fraction thereof shall constitute a single annual “Bonus,” which shall be deemed paid on the customary annual bonus date (as determined by the Administrative Committee) over the number of years represented by the multiplier and (b) any payment that is 100% of, or less than, the bonus or deemed bonus shall be deemed to be paid on the customary bonus date next following the date of the Participant’s termination of employment.

Code: The Internal Revenue Code of 1986, as amended from time to time.

Company: Transocean Ltd.

Effective Date: January 1, 2009.

ERISA: The Employee Retirement Income Security Act of 1974, as amended from time to time.

Legacy GlobalSantaFe Plan: The GlobalSantaFe Pension Equalization Plan, as amended and restated effective November 27, 2007, and as thereafter amended and in effect on December 31, 2008. The Legacy GlobalSantaFe Plan is attached hereto as Exhibit A, solely for purposes of calculating the amount of a Participant’s Legacy Plan Benefit.

Legacy Plan: The Legacy GlobalSantaFe Plan and the Legacy Transocean Plan, as applicable.

Legacy Plan Benefit: The Legacy Plan Benefit calculated pursuant to Article VI.

Legacy Transocean Plan: The Transocean U.S. Supplemental Retirement Benefit Plan, as amended and restated effective November 27, 2007, and as thereafter amended and in effect on December 31, 2008. The Legacy Transocean Plan is attached hereto as Exhibit B, solely for purposes of calculating the amount of a Participant’s Legacy Plan Benefit.

Lump-Sum Equivalent: With respect to any benefit hereunder, a lump-sum payment equal in value at date of determination of such benefit when determined actuarially, based upon the mortality table used in the Pension Plan in effect as of Participant’s Termination of Employment and based upon the Applicable Interest Rate In the event that age is increased by a salary and/or bonus continuation period or an Additional Service Period (“imputed years”), the lump sum payment will be discounted by the number of imputed years from the date of determination to the date of payment using interest only at the Applicable Interest Rate. For purposes of Sections 3.3(f), 4.3(f) and 5.1(c) herein, the date of determination is the day after the end of the Additional Service Period.

 

 


Participant: An employee of the Company or its Affiliate who qualifies for participation in the Plan under Sections 3.2 and/or 4.2 of the Plan.

Pension Plan: The Transocean U.S. Retirement Plan, as amended and restated effective January 1, 2009, and as thereafter may be amended from time to time.

Plan: The Transocean Ltd. Pension Equalization Plan, as amended and restated effective January 1, 2009 and as thereafter amended from time to time.

Plan Administrator: The Administrative Committee.

Section 409A: Section 409A of the Code and applicable U.S. Treasury authorities.

SERP: The Transocean Supplemental Executive Retirement Plan, as amended and restated effective January 1, 2008 and thereafter amended from time to time.

Termination of Employment: The term “Termination of Employment” means “separation from service,” as defined in Section 1.409A-1(h) of the U.S. Treasury regulations, with the Company or an Affiliate for any reason other than a transfer between Employers.

Window Benefit Participant: A Participant who is eligible for a window benefit under the Applicable Pension Plan.

Window Excluded Participant: A Participant who would have been eligible for a window benefit under the Applicable Pension Plan had Participant not been specifically excluded pursuant to Appendix A of the Applicable Pension Plan.

 

 


ARTICLE III

 

PROGRAM A: RESTORATION OF BENEFITS REDUCED BY SECTION 401(a)(17)

3.1       Purpose: Section 401(a)(17) of the Code limits the amount of compensation that may be taken into account under a qualified plan for any year to $245,000 in 2009 (or such other annual dollar amount as may be prescribed by the Secretary of the Treasury or his or her delegate). The purpose of Program A is to restore to Participants any benefits that would have been available to them under the Pension Plan had the limitations of Section 401(a)(17) of the Code not been imposed.

3.2       Participation: In order to participate in Program A of this Plan, an individual must (a) have experienced a reduction in the benefits he would have received from his Pension Plan as a result of the Code Section 401(a)(17) limitations on the amount of annual compensation that may be included in the calculation of benefits and (b) be a member of a select group of management or highly compensated employees (as those terms are set forth in Section 201(2) of ERISA) who are identified by the Plan Administrator.

 

3.3

Amount of Benefit:

 

(a)

The benefit payable under Program A will be equal to (i) less (ii) below:

 

(i)

the monthly benefit for the Participant calculated under the Pension Plan using the Participant’s Basic Earnings and Bonus without regard to the limitations of Section 401(a)(17) of the Code, as amended, or any successor sections of the Code; less

 

(ii)

the monthly benefit calculated and payable under the Pension Plan.

(b)       For purposes of subsections (a)(i) and (ii), each Pension Plan benefit shall be converted into a single life annuity commencing on the later of the Participant’s normal retirement date under the Pension Plan or the date benefits are paid under this Plan.

(c)       The amount in subsection (a) will be subject to limits described in Article V.

(d)       Benefits under this Article III will be paid only to supplement benefits actually payable from the Pension Plan.

(e)       The amount in subsection (a)(i) shall include the Additional Service Period. Furthermore, (to the extent not already included pursuant to the provisions of the Pension Plan) the age of any such Participant shall be deemed to include the years and partial years contained in the Additional Service Period. It is intended that the application of Section 3.3(e) shall extend to, but not be limited to, Window Benefit Participants and Window Excluded Participants.

 

 


(f)        For Window Benefit Participants, the benefit described in this Section 3.3 shall equal the Lump Sum Equivalent of the excess of (i) over (ii) below:

 

(i)

the monthly benefit for the Participant calculated under the Applicable Pension Plan using the Participant’s Basic Earnings and Bonus without regard to the limitations of Section 401(a)(17) of the Code, as amended, or any successor sections of the Code and assuming that Participant remained employed through the end of the Additional Service Period and commenced his benefit at that time (or, if not eligible for early retirement under the Applicable Pension Plan at the end of the Additional Service Period, assuming Participant had commenced his benefit under the Applicable Pension Plan on his Normal Retirement Date (as defined in the Applicable Pension Plan)); over

 

(ii)

the monthly benefit calculated and payable under the Applicable Pension Plan assuming the Participant remained employed through the end of the Additional Service Period and commenced payment of his benefit at that time (or, if not eligible to for early retirement under the Applicable Pension Plan at the end of the Additional Service Period, assuming Participant had commenced his benefit under the Applicable Pension Plan on his Normal Retirement Date (as defined in the Applicable Pension Plan)).

For Window Excluded Participants, the benefit described in this Section 3.3 shall equal the Lump Sum Equivalent of the excess of (iii) over (iv) below:

 

(iii)

the monthly benefit for the Participant calculated under the Applicable Pension Plan using the Participant’s Basic Earnings and Bonus without regard to the limitations of Section 401(a)(17) of the Code, as amended, or any successor sections of the Code and assuming that Participant remained employed through the end of the Additional Service Period and commenced his benefit at that time (or, if not eligible for early retirement under the Applicable Pension Plan at the end of the Additional Service Period, assuming Participant had commenced his benefit under the Applicable Pension Plan on his Normal Retirement Date (as defined in the Applicable Pension Plan)); over

 

(iv)

the monthly benefit calculated and payable under the Applicable Pension Plan assuming Participant terminated employment on the date of his actual Termination of Employment and commenced payment of his benefit after the expiration of the Additional Service Period (or, if not eligible to commence payment under the Applicable Pension Plan at the end of the Additional Service Period, assuming Participant had commenced his benefit under the

 

 


Applicable Pension Plan on his Normal Retirement Date (as defined in the Applicable Pension Plan)).

For purposes of this Section 3.3(f), a Participant’s “Social Security Covered Compensation” (as defined in the Applicable Pension Plan) is projected to increase during the Additional Service Period using an inflation assumption of 3%.

3.4       Applicability. This Article III shall only apply to benefits accrued from and after January 1, 2009.

 

 


ARTICLE IV

 

PROGRAM B: RESTORATION OF BENEFITS REDUCED BY SECTION 415

4.1       Purpose: Section 415 of the Code limits the benefits and contributions under qualified plans. The purpose of Program B is to restore to Participants any benefits that would have been available to them under the Pension Plan had the limitations of Section 415 of the Code not been imposed.

4.2       Participation: In order to participate in Program B of this Plan, an individual must (a) have experienced a reduction in the benefits he would have received from a Pension Plan as a result of the Code Section 415 limitations and (b) be selected for participation by the Plan Administrator.

 

4.3

Amount of Benefit:

 

(a)

The benefit payable under Program B will be equal to (i) less (ii) below:

 

(i)

the monthly benefit for the Participant calculated under the Pension Plan using the Participant’s Basic Earnings and Bonus without regard to the limitations of Section 415 of the Code, as amended, or any successor sections of the Code; less

 

(ii)

the monthly benefit calculated and payable under the Pension Plan.

(b)       For purposes of subsections (a)(i) and (ii), each Pension Plan benefit shall be converted into a single life annuity commencing on the later of the Participant’s normal retirement date under the Pension Plan or the date benefits are paid under this Plan.

(c)       The amount in subsection (a) will be subject to limits described in Article V.

(d)       Benefits under this Article IV will be paid only to supplement benefits actually payable from the Pension Plan.

(e)       The amount in subsection (a)(i) shall include the Additional Service Period. Furthermore, (to the extent not already included pursuant to the provisions of the Pension Plan) the age of any such Participant shall be deemed to include the years and partial years contained in the Additional Service Period. It is intended that the application of Section 4.3(e) shall extend to, but not be limited to, Window Benefit Participants and Window Excluded Participants.

(f)        For Window Benefit Participants, the benefit described in this Section 4.3 shall equal the Lump Sum Equivalent of the excess of (i) over (ii) below:

 

 


 

(i)

the monthly benefit for the Participant calculated under the Applicable Pension Plan using the Participant’s Basic Earnings and Bonus without regard to the limitations of Section 415 of the Code, as amended, or any successor sections of the Code and assuming that Participant remained employed through the end of the Additional Service Period and commenced his benefit at that time (or, if not eligible for early retirement under the Applicable Pension Plan at the end of the Additional Service Period, assuming Participant had commenced his benefit under the Applicable Pension Plan on his Normal Retirement Date (as defined in the Applicable Pension Plan)); over

 

(ii)

the monthly benefit calculated and payable under the Applicable Pension Plan assuming Participant remained employed through the end of the Additional Service Period and commenced payment of his benefit at that time (or, if not eligible for early retirement under the Applicable Pension Plan at the end of the Additional Service Period, assuming Participant had commenced his benefit under the Applicable Pension Plan on his Normal Retirement Date (as defined in the Applicable Pension Plan)).

For Window Excluded Participants, the benefit described in this Section 4.3 shall equal the Lump Sum Equivalent of the excess of (iii) over (iv) below:

 

(iii)

the monthly benefit for the Participant calculated under the Applicable Pension Plan using the Participant’s Basic Earnings and Bonus without regard to the limitations of Section 415 of the Code, as amended, or any successor sections of the Code and assuming that Participant remained employed through the end of the Additional Service Period and commenced his benefit at that time (or, if not eligible for early retirement under the Applicable Pension Plan at the end of the Additional Service Period, assuming Participant had commenced his benefit under the Applicable Pension Plan on his Normal Retirement Date (as defined in the Applicable Pension Plan)); over

 

(iv)

the monthly benefit calculated and payable under the Applicable Pension Plan assuming Participant terminated employment on the date of his actual Termination of Employment and commenced payment of his benefit after the expiration of the Additional Service Period (or, if not eligible to commence payment under the Applicable Pension Plan at the end of the Additional Service Period, assuming Participant had commenced his benefit under the Applicable Pension Plan on his Normal Retirement Date (as defined in the Applicable Pension Plan)).

 

 


For purposes of this Section 4.3(f), a Participant’s “Social Security Covered Compensation” (as defined in the Applicable Pension Plan) is projected to increase during the Additional Service Period using an inflation assumption of 3%.

4.4       Applicability. This Article IV shall only apply to benefits accrued from and after January 1, 2009.

 

 


ARTICLE V

 

MAXIMUM BENEFIT

5.1       In the event that a Participant is eligible for both Program A and Program B, the aggregate benefit shall not exceed an amount equal to (a) less (b) below:

(a)       the monthly benefit for the Participant calculated under the Pension Plan using the Participant’s Basic Earnings and Bonus without regard to the limitations of Sections 401(a)(17) and 415 of the Code, as amended, or any successor sections of the Code; less

 

(b)

the monthly benefit calculated and payable under the Pension Plan.

For purposes of subsections (a) and (b), each Pension Plan benefit shall be converted into a single life annuity commencing on the later of the Participant’s normal retirement date under the Pension Plan or the date benefits are paid under this Plan.

 

The amount in subsection (a) shall include (to the extent not already included pursuant to the provisions of the Pension Plan) the Additional Service Period. Furthermore, (to the extent not already included pursuant to the provisions of the Pension Plan) the age of any such Participant shall be deemed to include the years and partial years contained in the Additional Service Period. It is intended that the application of Section 5.1 shall extend to, but not be limited to, Window Benefit Participants and Window Excluded Participants..

 

(c)       For Window Benefit Participants, the aggregate benefit described in this Section 5.1 shall not exceed the Lump Sum Equivalent of the excess of (i) over (ii) below:

 

(i)

the monthly benefit for the Participant calculated under the Applicable Pension Plan using the Participant’s Basic Earnings and Bonus without regard to the limitations of Sections 401(a)(17) and 415 of the Code, as amended, or any successor sections of the Code and assuming that Participant remained employed through the end of the Additional Service Period and commenced his benefit at that time (or, if not eligible for early retirement under the Applicable Pension Plan at the end of the Additional Service Period, assuming Participant had commenced his benefit under the Applicable Pension Plan on his Normal Retirement Date (as defined in the Applicable Pension Plan)); over

 

(ii)

the monthly benefit calculated and payable under the Applicable Pension Plan assuming Participant remained employed through the end of the Additional Service Period and commenced payment of his benefit at that time (or, if not eligible for early retirement under the Applicable Pension Plan at the end of the Additional Service

 

 


Period, assuming Participant had commenced his benefit under the Applicable Pension Plan on his Normal Retirement Date (as defined in the Applicable Pension Plan)).

For Window Excluded Participants, the aggregate benefit described in this Section 5.1 shall not exceed the Lump Sum Equivalent of the excess of (iii) over (iv) below:

 

(iii)

the monthly benefit for the Participant calculated under the Applicable Pension Plan using the Participant’s Basic Earnings and Bonus without regard to the limitations of Sections 401(a)(17) and 415 of the Code, as amended, or any successor sections of the Code and assuming that Participant remained employed through the end of the Additional Service Period and commenced his benefit at that time (or, if not eligible for early retirement under the Applicable Pension Plan at the end of the Additional Service Period, assuming Participant had commenced his benefit under the Applicable Pension Plan on his Normal Retirement Date (as defined in the Applicable Pension Plan)); over

 

(iv)

the monthly benefit calculated and payable under the Applicable Pension Plan assuming Participant terminated employment on the date of his actual Termination of Employment and commenced payment of his benefit after the expiration of the Additional Service Period (or, if not eligible to commence payment under the Applicable Pension Plan at the end of the Additional Service Period, assuming Participant had commenced his benefit under the Applicable Pension Plan on his Normal Retirement Date (as defined in the Applicable Pension Plan)).

For purposes of this Section 5.1(c), a Participant’s “Social Security Covered Compensation” (as defined in the Applicable Pension Plan) is projected to increase during the Additional Service Period using an inflation assumption of 3%.

5.2       Applicability. This Article V shall only apply to benefits accrued from and after January 1, 2009.

 

 


ARTICLE VI

 

LEGACY PLAN BENEFIT

6.1       A Participant who was eligible to participate in a Legacy Plan shall be entitled to a Legacy Plan Benefit, calculated pursuant to the terms in effect on the earlier of (i) December 31, 2008 or (ii) the Participant’s latest date of participation therein, in addition to the Plan benefit described herein if otherwise eligible. For purposes of computing a Participant’s Legacy Plan Benefit pursuant to this Article VI, a Participant’s service shall be limited solely to service accrued under the Legacy Plan, but compensation shall also include compensation earned while the Participant is participating in the Plan if doing so would result in a greater Legacy Plan Benefit.

6.2       Applicability. This Article VI shall only apply to benefits accrued before January 1, 2009.

 

 


ARTICLE VII

 

VESTING AND BENEFIT PAYMENT

7.1       Form and Timing of Payment: The monthly benefit determined to be payable under this Plan shall be converted to a Lump-Sum Equivalent benefit. Subject to Section 8.17, the lump sum amount determined shall be payable to the Participant or surviving spouse within 90 days following Participant’s Termination of Employment from the Company and its Affiliates.

7.2       Vesting: A Participant shall become vested in the benefit payable under this Plan at the same time that he becomes vested under the Pension Plan.

7.3       Effect of an Agreement: Benefits under the Plan may be increased, decreased or otherwise modified by any legally binding contractual agreement between a Participant and the Company.

7.4       SERP Offset Calculation: The monthly benefit calculated for purposes of determining the amount payable under this Plan shall offset the benefit, if any, payable under the SERP. Pursuant to subsection (d) of the SERP’s definition of “Normal Retirement Benefit,” the benefit payable under this Plan shall, for purposes of the offset, be converted into a single life annuity commencing on the later of the Participant’s normal retirement date under the Pension Plan or the date benefits are paid under this Plan.

 

 


ARTICLE VIII

 

MISCELLANEOUS

8.1       Administration and Interpretation: The Plan shall be administered by the Administrative Committee. The determination of the Administrative Committee as to any disputed questions arising under this Plan, including questions of construction and interpretation, shall be final, binding and conclusive upon all persons. Benefits under this Plan will be paid only if the Plan Administrator decides in its discretion that the claimant is entitled to them.

8.2       Expenses: The expenses of administering the Plan shall be borne by the Company.

8.3       Indemnification and Exculpation: The members of the Administrative Committee, its agents, and officers, directors and employees of the Company and its Affiliates shall be indemnified and held harmless by the Company against and from any and all loss, cost, liability or expense that may be imposed upon or reasonably incurred by them in connection with or resulting from any claim, action, suit or proceeding to which they may be a party or in which they may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by them in settlement (with the Company’s written approval) or paid by them in satisfaction of a judgment in any such action, suit or proceeding. The foregoing provision shall not be applicable to any person if the loss, cost, liability or expense is due to such person’s gross negligence or willful misconduct.

8.4       Amendment: The Plan may be amended, in whole or in part, by action of the Board, in its sole discretion. Benefits under the Plan may be increased, decreased or otherwise modified by any legally binding contractual agreement between a Participant and the Company.

8.5       Termination: The Board may, at its sole discretion, terminate, suspend or amend the Plan at any time or from time to time, in whole or in part in accordance with Section 1.409A-3(j)(4)(ix) of the U.S. Treasury regulations.

8.6       Not an Employment Agreement: Nothing contained in this Plan is intended to nor shall it confer upon any Participant the right to be retained in the service of the Company and its Affiliates, nor shall the existence of this Plan interfere with the right of the Company and its Affiliates to terminate, lay off, discharge or otherwise deal with any Participant.

8.7       Funding: All payments under this Plan shall be made from the general assets of the Participant’s employer during the period the Participant accrued benefits under this Plan. In the event that a Participant changed employers during the period of benefit accrual under this Plan, each employer shall fund the Participants’ payment under this Plan to the extent that the payment reflects benefits accrued during the Participant’s tenure with such employer. Each Participant remains a general, unsecured creditor of the employer responsible for funding the Participant’s payments under this Plan with respect to benefits accrued or paid under this Plan.

8.8       Severability: In the event any provision of the Plan shall be held illegal or invalid for any reason, any illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted,

 

 


and the Company shall have the privilege and opportunity to correct and remedy such questions of illegality or invalidity by amendment as provided in the Plan.

8.9       Assignment of Benefits: A Participant may not, either voluntarily or involuntarily, assign, anticipate, alienate, commute, pledge or encumber any benefits to which he is or may become entitled to under the Plan, nor may the same be subject to attachment or garnishment by any creditor of a Participant.

8.10     Tax Withholding: Such sum may be withheld from the lump-sum payment payable under the Plan for any federal, state or local taxes required by law to be withheld with respect to such payment, as the Company may reasonably estimate is necessary to cover any taxes that may be assessed with regard to such payment.

8.11     Use and Form of Words: Words used herein in the masculine gender shall be construed as also used in the feminine gender where they would so apply, and vice versa. Words used in the singular form shall be construed as also used in the plural form where they would so apply, and vice versa.

8.12     Effect on Other Plans: Amounts accrued or paid under this Plan shall not be considered compensation for the purposes of the Company’s other employee benefit plans. All amounts paid under this Plan will be a reduction of benefits calculated and payable under the SERP.

8.13     Applicable Law: This Plan shall be governed and construed in accordance with the laws of the State of Texas.

8.14     Scope: This Plan is intended only to remedy Pension Plan benefit reductions caused by the operation of Sections 415 and/or 401(a)(17) of the Code and not reductions for any other reason.

8.15     Plan Termination: No further benefits may be earned by a Participant under this Plan after the termination of the Pension Plan.

8.16     409A Compliance. It is intended that the provisions of this Plan satisfy the requirements of Section 409A and that the Plan be operated in a manner consistent with such requirements to the extent applicable. Therefore, the Administrative Committee may make adjustments to the Plan and may construe the provisions of the Plan in accordance with the requirements of Section 409A.

8.17     Specified Employees. If a Participant is a “specified employee,” as such term is defined in Section 409A and determined as described below in this Section 8.17, any payments payable as a result of the Participant’s Termination of Employment (other than death) shall not be payable before the earlier of (i) the date that is six months after the Participant’s Termination of Employment, (ii) the date of the Participant’s death, or (iii) the date that otherwise complies with the requirements of Section 409A. A Participant shall be a “specified employee” for the twelve-month period beginning on April 1 of a year if the Participant is a “key employee” as defined in Section 416(i) of the Internal Revenue Code (without regard to Section 416(i)(5)) as of December 31 of the preceding year or using such dates as designated by the Administrative

 

 


Committee in accordance with Section 409A and in a manner that is consistent with respect to all of the Company’s nonqualified deferred compensation plans. For purposes of determining the identity of specified employees, the Administrative Committee may establish procedures as it deems appropriate in accordance with Section 409A.

 

 


            IN WITNESS WHEREOF, this Plan, as amended and restated, has been executed as of the 31 day of December, 2008, but effective as of January 1, 2009.

TRANSOCEAN LTD.

 

By:_/s/ Cheryl D. Richard_____________________

Name:__Cheryl D. Richard____________________

Title:___Senior Vice President, Human Resources and IPS__

 

 


APPENDIX A

LEGACY GLOBALSANTAFE PLAN

The Legacy GlobalSantaFe Plan is attached hereto solely for purposes of calculating a Participant’s Legacy Plan Benefit pursuant to Article VI. For purposes of calculating the Legacy Plan Benefit, a Participant will only be entitled to service under the Legacy GlobalSantaFe Plan through the earlier of (i) the Participant’s latest date of participation under the Plan or (ii) December 31, 2008. However, a Participant’s Legacy Plan Benefit shall include compensation earned while the Participant is participating in the Plan.

 

 


APPENDIX A

GLOBALSANTAFE

PENSION EQUALIZATION PLAN

AS AMENDED AND RESTATED

EFFECTIVE NOVEMBER 27, 2007

 

 


APPENDIX A

GLOBALSANTAFE

PENSION EQUALIZATION PLAN

AS AMENDED AND RESTATED

EFFECTIVE NOVEMBER 27, 2007

 

 

GLOBALSANTAFE

PENSION EQUALIZATION PLAN

WHEREAS, GlobalSantaFe Corporate Services Inc. (the “Company”) adopted and maintains the GlobalSantaFe Pension Equalization Plan, as amended effective July 21, 2007 and as amended and restated effective January 1, 2008 (the “Plan”), for the benefit of its employees and the employees of its subsidiaries to aid such employees in making more adequate provision for their retirement; and

WHEREAS, the Company previously adopted the amended and restated plan effective as f January 1, 2008 to comply with the provisions of Section 409A of the Internal Revenue Code, as amended (“Section 409A”) and to preserve the material terms of the Plan as in effect on December 31, 2004 in order that such plan qualify as a grandfathered plan for purposes of Section 409A; and

WHEREAS, the Company desires to make certain changes to the Plan in accordance with the Agreement and Plan of Merger by and among the GlobalSantaFe Corporation, Transocean Inc. and Transocean Worldwide, Inc., dated as of July 21, 2007 with the understanding that such changes will constitute a “material modification” for purposes of Section 409A.

NOW THEREFORE, the Plan is hereby amended and restated to read as follows, effective as of November 27, 2007:

ARTICLE I

 

PURPOSE

1.1      Purpose of the Plan: The purpose of this Plan is generally to provide the amount of the benefit that would otherwise be paid under the Pension Plan, as in effect on the applicable date, but which cannot be paid under these plans on account of (a) the limitations of Section 401(a)(17) of the Internal Revenue Code of 1986, as amended (the “Code”), which limits the annual compensation that may be taken into account in computing benefits under the Pension Plan to $225,000 (or such other dollar amount as may be prescribed by the Secretary of the Treasury or his or her delegate), and (b) Section 415 of the Code, which limits the benefits and contributions under qualified plans.

1.2      ERISA Status: Program A of the Plan, detailed in Article III below, is intended to qualify for the exemptions provided under Title I of the Employee Retirement Income Security Act of 1924, as amended from time to time (“ERISA”), for plans that are not qualified under Code Section 401(a) and that are maintained primarily to provide deferred compensation for a select group of management or highly compensated employees. Program B of the Plan, set forth in Article IV below, is intended to qualify for the exemptions provided under Title I of ERISA for plans that are excess benefit plans as defined in Section 3(36) of ERISA.

 

 

 


APPENDIX A

GLOBALSANTAFE

PENSION EQUALIZATION PLAN

AS AMENDED AND RESTATED

EFFECTIVE NOVEMBER 27, 2007

 

 

ARTICLE II

 

DEFINITIONS

Except as otherwise indicated, for purposes of the Plan, the terms listed below shall be defined as follows:

Additional Service Period: The term “Additional Service Period” means, with respect to any Participant who received a severance payment, whether in the form of salary and/or bonus continuation payments or in a lump sum or sums, the salary and/or bonus continuation period or, in the case of a lump sum or sums, the period with respect to which the lump sum or sums are deemed paid pursuant to the definitions of “Basic Earnings” and “Bonus” contained in this Plan.

Administrative Committee: The committee established by the Board to administer the Plan pursuant to Section 7.1.

Affiliate: The term “Affiliate” shall have the identical meaning of that term as set out in the Pension Plan.

Applicable Pension Plan: The term “Applicable Pension Plan” means the Pension Plan as in effect on the date of Participant’s Termination of Employment.

Basic Earnings: The term “Basic Earnings” shall have the identical meaning of that term as set forth in the Pension Plan, only without regard to the limitations imposed by Section 401(a)(17) of the Code; provided that “Basic Earnings” shall include severance payments based on a multiple or any percentage of salary, whether made as salary continuation payments or in a lump sum or sums. In the event such a severance payment is paid in a lump sum or sums, the salary amount shall be deemed to accrue over the period of time it would normally have been paid had the Participant’s salary at the time of termination continued until the severance payments were exhausted.

Board: The Board of Directors of the Company.

Bonus: The term “Bonus” shall have the identical meaning of that term as set out in the Pension Plan, only without regard to the limitations imposed by Section 401(a)(17) of the Code; provided that the term “Bonus” shall include severance payments based on a multiple or any percentage of a bonus or deemed bonus, whether made as bonus continuation payments or in a lump sum or sums. In the event such a severance payment is paid in a lump sum or sums, the payment shall be included and shall be deemed paid as follows: (a) any payment based on a multiple of a bonus or deemed bonus shall be divided by the multiplier and each fraction thereof shall constitute a single annual “Bonus,” which shall be deemed paid on the customary annual bonus date (as determined by the Administrative Committee) over the number of years represented by the multiplier and (b) any payment that is 100% of, or less than, the bonus or deemed bonus shall be

 

 

 


APPENDIX A

GLOBALSANTAFE

PENSION EQUALIZATION PLAN

AS AMENDED AND RESTATED

EFFECTIVE NOVEMBER 27, 2007

 

 

deemed to be paid on the customary bonus date next following the date of the Participant’s termination of employment.

Code: The Internal Revenue Code of 1986, as amended from time to time.

Company: GlobalSantaFe Corporate Services Inc.

Effective Date: November 27, 2007.

ERISA: The Employee Retirement Income Security Act of 1974, as amended from time to time.

Lump-Sum Equivalent: With respect to any benefit hereunder, a lump-sum payment equal in value at date of determination to such benefit when determined actuarially, based upon the mortality table and interest rate used in the Pension Plan in effect as of Participant’s Termination of Employment. In the event that age is increased by a salary and/or bonus continuation period or an Additional Service Period (“imputed years”), the lump sum payment will be discounted by the number of imputed years from the date of determination to the date of payment using interest only at the interest rate used in the Pension Plan in effect as of Participant’s Termination of Employment. For purposes of Sections 3.3(f), 4.3(f) and 5.1(c) herein, the date of determination is the day after the end of the Additional Service Period.

Participant: An employee of the Company or its Affiliate who qualifies for participation in the Plan under Sections 3.2 and/or 4.2 of the Plan.

Pension Plan: The GlobalSantaFe Retirement Plan for Employees, as amended and restated effective May 1, 2003, and as thereafter may be amended from time to time.

Plan: The GlobalSantaFe Pension Equalization Plan as amended and restated effective November 27, 2007 and as thereafter amended from time to time.

Plan Administrator: The Administrative Committee.

Section 409A: Section 409A of the Code and applicable U.S. Treasury authorities.

Termination of Employment: The term “Termination of Employment” means “separation from service”, as defined in Section 1.409A-1(h) of the U.S. Treasury regulations, with the Company or an Affiliate for any reason other than a transfer between Employers.

Window Benefit Participant: A Participant who is eligible for a window benefit under Section 5.7 of the Applicable Pension Plan.

Window Excluded Participant: A Participant who would have been eligible for a window benefit under Section 5.7 of the Applicable Pension Plan had Participant not been specifically excluded pursuant to Appendix A of the Applicable Pension Plan.

 

 

 


APPENDIX A

GLOBALSANTAFE

PENSION EQUALIZATION PLAN

AS AMENDED AND RESTATED

EFFECTIVE NOVEMBER 27, 2007

 

 

ARTICLE III

 

PROGRAM A: RESTORATION OF BENEFITS REDUCED BY SECTION 401(A)(17)

3.1      Purpose: Section 401(a)(17) of the Code limits the amount of compensation that may be taken into account under a qualified plan for any year to $225,000 (or such other dollar amount as may be prescribed by the Secretary of the Treasury or his or her delegate). The purpose of Program A is to restore to Participants any benefits that would have been available to them under the Pension Plan had the limitations of Section 401(a)(17) of the Code not been imposed.

3.2      Participation: In order to participate in Program A of this Plan, an individual must (a) have experienced a reduction in the benefits he would have received from his Pension Plan as a result of the Code Section 401(a)(17) limitations on the amount of annual compensation that may be included in the calculation of benefits and (b) be a member of a select group of management or highly compensated employees (as those terms are set forth in Section 201(2) of ERISA) who are identified by the Plan Administrator.

 

3.3

Amount of Benefit:

 

(a)

The benefit payable under Program A will be equal to (i) less (ii) below:

 

(i)

the monthly benefit for the Participant calculated under the Pension Plan using the Participant’s Basic Earnings and Bonus without regard to the limitations of Section 401(a)(17) of the Code, as amended, or any successor sections of the Code; less

 

(ii)

the monthly benefit calculated and payable under the Pension Plan.

(b)       For purposes of subsections (a)(i) and (ii), each Pension Plan benefit shall be converted into a single life annuity commencing on the later of the Participant’s normal retirement date under the Pension Plan or the date benefits are paid under this Plan.

 

(c)

The amount in subsection (a) will be subject to limits described in Article V.

(d)       Benefits under this Article III will be paid only to supplement benefits actually payable from the Pension Plan.

(e)       The amount in subsection (a)(i) shall include the Additional Service Period. Furthermore, (to the extent not already included pursuant to the provisions of the Pension Plan) the age of any such Participant shall be deemed to include the years and partial years contained in the Additional Service Period. It is intended that the application of Section 3.3(e) shall extend to, but not be limited to, Window Benefit Participants and Window Excluded Participants.

 

 

 


APPENDIX A

GLOBALSANTAFE

PENSION EQUALIZATION PLAN

AS AMENDED AND RESTATED

EFFECTIVE NOVEMBER 27, 2007

 

 

(f)        For Window Benefit Participants, the benefit described in this Section 3.3 shall equal the Lump Sum Equivalent of the excess of (i) over (ii) below:

 

(i)

the monthly benefit for the Participant calculated under the Applicable Pension Plan using the Participant’s Basic Earnings and Bonus without regard to the limitations of Section 401(a)(17) of the Code, as amended, or any successor sections of the Code and assuming that Participant remained employed through the end of the Additional Service Period and commenced his benefit at that time (or, if not eligible for early retirement under the Applicable Pension Plan at the end of the Additional Service Period, assuming Participant had commenced his benefit under the Applicable Pension Plan on his Normal Retirement Date (as defined in the Applicable Pension Plan)); over

 

(ii)

the monthly benefit calculated and payable under the Applicable Pension Plan assuming the Participant remained employed through the end of the Additional Service Period and commenced payment of his benefit at that time (or, if not eligible to for early retirement under the Applicable Pension Plan at the end of the Additional Service Period, assuming Participant had commenced his benefit under the Applicable Pension Plan on his Normal Retirement Date (as defined in the Applicable Pension Plan)).

For Window Excluded Participants, the benefit described in this Section 3.3 shall equal the Lump Sum Equivalent of the excess of (iii) over (iv) below:

 

(iii)

the monthly benefit for the Participant calculated under the Applicable Pension Plan using the Participant’s Basic Earnings and Bonus without regard to the limitations of Section 401(a)(17) of the Code, as amended, or any successor sections of the Code and assuming that Participant remained employed through the end of the Additional Service Period and commenced his benefit at that time (or, if not eligible for early retirement under the Applicable Pension Plan at the end of the Additional Service Period, assuming Participant had commenced his benefit under the Applicable Pension Plan on his Normal Retirement Date (as defined in the Applicable Pension Plan)); over

 

(iv)

the monthly benefit calculated and payable under the Applicable Pension Plan assuming Participant terminated employment on the date of his actual Termination of Employment and commenced payment of his benefit after the expiration of the Additional Service Period (or, if not eligible to commence payment under the Applicable

 

 

 


APPENDIX A

GLOBALSANTAFE

PENSION EQUALIZATION PLAN

AS AMENDED AND RESTATED

EFFECTIVE NOVEMBER 27, 2007

 

 

Pension Plan at the end of the Additional Service Period, assuming Participant had commenced his benefit under the Applicable Pension Plan on his Normal Retirement Date (as defined in the Applicable Pension Plan)).

For purposes of this Section 3.3(f), a Participant’s “Social Security Covered Compensation” (as defined in the Applicable Pension Plan) is projected to increase during the Additional Service Period using an inflation assumption of 3%.

ARTICLE IV

 

PROGRAM B: RESTORATION OF BENEFITS REDUCED BY SECTION 415

4.1      Purpose: Section 415 of the Code limits the benefits and contributions under qualified plans. The purpose of Program B is to restore to Participants any benefits that would have been available to them under the Pension Plan had the limitations of Section 415 of the Code not been imposed.

4.2      Participation: In order to participate in Program B of this Plan, an individual must (a) have experienced a reduction in the benefits he would have received from a Pension Plan as a result of the Code Section 415 limitationsand (b) be selected for participation by the Plan Administrator.

 

4.3

Amount of Benefit:

 

(a)

The benefit payable under Program B will be equal to (i) less (ii) below:

 

(i)

the monthly benefit for the Participant calculated under the Pension Plan using the Participant’s Basic Earnings and Bonus without regard to the limitations of Section 415 of the Code, as amended, or any successor sections of the Code; less

 

(ii)

the monthly benefit calculated and payable under the Pension Plan.

(b)       For purposes of subsections (a)(i) and (ii), each Pension Plan benefit shall be converted into a single life annuity commencing on the later of the Participant’s normal retirement date under the Pension Plan or the date benefits are paid under this Plan.

 

(c)

The amount in subsection (a) will be subject to limits described in Article V.

(d)       Benefits under this Article IV will be paid only to supplement benefits actually payable from the Pension Plan.

 

 

 


APPENDIX A

GLOBALSANTAFE

PENSION EQUALIZATION PLAN

AS AMENDED AND RESTATED

EFFECTIVE NOVEMBER 27, 2007

 

 

(e)       The amount in subsection (a)(i) shall include Additional Service Period. Furthermore, (to the extent not already included pursuant to the provisions of the Pension Plan) the age of any such Participant shall be deemed to include the years and partial years contained in the Additional Service Period. It is intended that the application of Section 4.3(e) shall extend to, but not be limited to, Window Benefit Participants and Window Excluded Participants.

(f)        For Window Benefit Participants, the benefit described in this Section 4.3 shall equal the Lump Sum Equivalent of the excess of (i) over (ii) below:

 

(i)

the monthly benefit for the Participant calculated under the Applicable Pension Plan using the Participant’s Basic Earnings and Bonus without regard to the limitations of Section 415 of the Code, as amended, or any successor sections of the Code and assuming that Participant remained employed through the end of the Additional Service Period and commenced his benefit at that time (or, if not eligible for early retirement under the Applicable Pension Plan at the end of the Additional Service Period, assuming Participant had commenced his benefit under the Applicable Pension Plan on his Normal Retirement Date (as defined in the Applicable Pension Plan)); over

 

(ii)

the monthly benefit calculated and payable under the Applicable Pension Plan assuming Participant remained employed through the end of the Additional Service Period and commenced payment of his benefit at that time (or, if not eligible for early retirement under the Applicable Pension Plan at the end of the Additional Service Period, assuming Participant had commenced his benefit under the Applicable Pension Plan on his Normal Retirement Date (as defined in the Applicable Pension Plan)).

For Window Excluded Participants, the benefit described in this Section 4.3 shall equal the Lump Sum Equivalent of the excess of (iii) over (iv) below:

 

(iii)

the monthly benefit for the Participant calculated under the Applicable Pension Plan using the Participant’s Basic Earnings and Bonus without regard to the limitations of Section 415 of the Code, as amended, or any successor sections of the Code and assuming that Participant remained employed through the end of the Additional Service Period and commenced his benefit at that time (or, if not eligible for early retirement under the Applicable Pension Plan at the end of the Additional Service Period, assuming Participant had commenced his benefit under the Applicable Pension Plan on his

 

 

 


APPENDIX A

GLOBALSANTAFE

PENSION EQUALIZATION PLAN

AS AMENDED AND RESTATED

EFFECTIVE NOVEMBER 27, 2007

 

 

Normal Retirement Date (as defined in the Applicable Pension Plan)); over

 

(iv)

the monthly benefit calculated and payable under the Applicable Pension Plan assuming Participant terminated employment on the date of his actual Termination of Employment and commenced payment of his benefit after the expiration of the Additional Service Period (or, if not eligible to commence payment under the Applicable Pension Plan at the end of the Additional Service Period, assuming Participant had commenced his benefit under the Applicable Pension Plan on his Normal Retirement Date (as defined in the Applicable Pension Plan)).

For purposes of this Section 4.3(f), a Participant’s “Social Security Covered Compensation” (as defined in the Applicable Pension Plan) is projected to increase during the Additional Service Period using an inflation assumption of 3%.

ARTICLE V

 

MAXIMUM BENEFIT

5.1      In the event that a Participant is eligible for both Program A and Program B, the aggregate benefit shall not exceed an amount equal to (a) less (b) below:

(a)       the monthly benefit for the Participant calculated under the Pension Plan using the Participant’s Basic Earnings and Bonus without regard to the limitations of Sections 401(a)(17) and 415 of the Code, as amended, or any successor sections of the Code; less

 

(b)

the monthly benefit calculated and payable under the Pension Plan.

For purposes of subsections (a) and (b), each Pension Plan benefit shall be converted into a single life annuity commencing on the later of the Participant’s normal retirement date under the Pension Plan or the date benefits are paid under this Plan.

 

The amount in subsection (a) shall include (to the extent not already included pursuant to the provisions of the Pension Plan) the Additional Service Period. Furthermore, (to the extent not already included pursuant to the provisions of the Pension Plan) the age of any such Participant shall be deemed to include the years and partial years contained in the Additional Service Period. It is intended that the application of Section 5.1 shall extend to, but not be limited to, Window Benefit Participants and Window Excluded Participants..

 

(c)       For Window Benefit Participants, the aggregate benefit described in this Section 5.1 shall not exceed the Lump Sum Equivalent of the excess of (i) over (ii) below:

 

 

 


APPENDIX A

GLOBALSANTAFE

PENSION EQUALIZATION PLAN

AS AMENDED AND RESTATED

EFFECTIVE NOVEMBER 27, 2007

 

 

 

(i)

the monthly benefit for the Participant calculated under the Applicable Pension Plan using the Participant’s Basic Earnings and Bonus without regard to the limitations of Sections 401(a)(17) and 415 of the Code, as amended, or any successor sections of the Code and assuming that Participant remained employed through the end of the Additional Service Period and commenced his benefit at that time (or, if not eligible for early retirement under the Applicable Pension Plan at the end of the Additional Service Period, assuming Participant had commenced his benefit under the Applicable Pension Plan on his Normal Retirement Date (as defined in the Applicable Pension Plan)); over

 

(ii)

the monthly benefit calculated and payable under the Applicable Pension Plan assuming Participant remained employed through the end of the Additional Service Period and commenced payment of his benefit at that time (or, if not eligible for early retirement under the Applicable Pension Plan at the end of the Additional Service Period, assuming Participant had commenced his benefit under the Applicable Pension Plan on his Normal Retirement Date (as defined in the Applicable Pension Plan)).

For Window Excluded Participants, the aggregate benefit described in this Section 5.1 shall not exceed the Lump Sum Equivalent of the excess of (iii) over (iv) below:

 

(iii)

the monthly benefit for the Participant calculated under the Applicable Pension Plan using the Participant’s Basic Earnings and Bonus without regard to the limitations of Sections 401(a)(17) and 415 of the Code, as amended, or any successor sections of the Code and assuming that Participant remained employed through the end of the Additional Service Period and commenced his benefit at that time (or, if not eligible for early retirement under the Applicable Pension Plan at the end of the Additional Service Period, assuming Participant had commenced his benefit under the Applicable Pension Plan on his Normal Retirement Date (as defined in the Applicable Pension Plan)); over

 

(iv)

the monthly benefit calculated and payable under the Applicable Pension Plan assuming Participant terminated employment on the date of his actual Termination of Employment and commenced payment of his benefit after the expiration of the Additional Service Period (or, if not eligible to commence payment under the Applicable Pension Plan at the end of the Additional Service Period, assuming Participant had commenced his benefit under the Applicable Pension

 

 

 


APPENDIX A

GLOBALSANTAFE

PENSION EQUALIZATION PLAN

AS AMENDED AND RESTATED

EFFECTIVE NOVEMBER 27, 2007

 

 

Plan on his Normal Retirement Date (as defined in the Applicable Pension Plan)).

For purposes of this Section 5.1(c), a Participant’s “Social Security Covered Compensation” (as defined in the Applicable Pension Plan) is projected to increase during the Additional Service Period using an inflation assumption of 3%.

ARTICLE VI

 

VESTING AND BENEFIT PAYMENT

6.1      Form and Timing of Payment: The monthly benefit determined to be payable under this Plan shall be converted to a Lump-Sum Equivalent benefit. Subject to Section 7.18, the lump sum amount determined shall be payable to the Participant or surviving spouse within 90 days following Participant’s Termination of Employment from the Company and its Affiliates.

6.2      Vesting: A Participant shall become vested in the benefit payable under this Plan at the same time that he becomes vested under the Pension Plan.

6.3      Effect of an Agreement: Benefits under the Plan may be increased, decreased or otherwise modified by any legally binding contractual agreement between a Participant and the Company or GlobalSantaFe Corporation.

6.4      SERP Offset Calculation: The monthly benefit calculated for purposes of determining the amount payable under this Plan, shall offset the benefit, if any, payable under the GlobalSantaFe Supplemental Executive Retirement Plan as amended and restated effective January 1, 2008 (the “SERP”). Pursuant to subsection (d) of the SERP’s definition of “Normal Retirement Benefit,” the benefit payable under this Plan shall, for purposes of the offset, be converted into a single life annuity commencing on the later of the Participant’s normal retirement date under the Pension Plan or the date benefits are paid under this Plan.

ARTICLE VII

 

MISCELLANEOUS

7.1      Administration and Interpretation: The Plan shall be administered by the Administrative Committee. The determination of the Administrative Committee as to any disputed questions arising under this Plan, including questions of construction and interpretation, shall be final, binding and conclusive upon all persons. Benefits under this Plan will be paid only if the Plan Administrator decides in its discretion that the claimant is entitled to them.

 

7.2

Expenses: The expenses of administering the Plan shall be borne by the Company.

 

 

 


APPENDIX A

GLOBALSANTAFE

PENSION EQUALIZATION PLAN

AS AMENDED AND RESTATED

EFFECTIVE NOVEMBER 27, 2007

 

 

7.3      Indemnification and Exculpation: The members of the Administrative Committee, its agents, and officers, directors and employees of the Company and its Affiliates shall be indemnified and held harmless by the Company against and from any and all loss, cost, liability or expense that may be imposed upon or reasonably incurred by them in connection with or resulting from any claim, action, suit or proceeding to which they may be a party or in which they may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by them in settlement (with the Company’s written approval) or paid by them in satisfaction of a judgment in any such action, suit or proceeding. The foregoing provision shall not be applicable to any person if the loss, cost, liability or expense is due to such person’s gross negligence or willful misconduct.

7.4      Amendment: The Plan may be amended, in whole or in part, by action of the Board, in its sole discretion, or, to the extent permissible under the GlobalSantaFe Administrative Committee Charter and Mandates, by action of the Administrative Committee. Benefits under the Plan may be increased, decreased or otherwise modified by any legally binding contractual agreement between a Participant and the Company or GlobalSantaFe Corporation.

7.5      Termination: The Board may, at its sole discretion, terminate, suspend or amend the Plan at any time or from time to time, in whole or in part in accordance with Section 1.409A-3(j)(4)(ix) of the U.S. Treasury regulations.

7.6      Not an Employment Agreement: Nothing contained in this Plan is intended to nor shall it confer upon any Participant the right to be retained in the service of the Company and its Affiliates, nor shall the existence of this Plan interfere with the right of the Company and its Affiliates to terminate, lay off, discharge or otherwise deal with any Participant.

7.7      Funding: All payments under this Plan shall be made from the general assets of the Participant’s employer during the period the Participant accrued benefits under this Plan. In the event that a Participant changed employers during the period of benefit accrual under this Plan, each employer shall fund the Participants’ payment under this Plan to the extent that the payment reflects benefits accrued during the Participant’s tenure with such employer. Each Participant remains a general, unsecured creditor of the employer responsible for funding the Participant’s payments under this Plan with respect to benefits accrued or paid under this Plan.

7.8      Severability: In the event any provision of the Plan shall be held illegal or invalid for any reason, any illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted, and the Company shall have the privilege and opportunity to correct and remedy such questions of illegality or invalidity by amendment as provided in the Plan.

7.9      Assignment of Benefits: A Participant may not, either voluntarily or involuntarily, assign, anticipate, alienate, commute, pledge or encumber any benefits to which he is or may become entitled to under the Plan, nor may the same be subject to attachment or garnishment by any creditor of a Participant.

 

 

 


APPENDIX A

GLOBALSANTAFE

PENSION EQUALIZATION PLAN

AS AMENDED AND RESTATED

EFFECTIVE NOVEMBER 27, 2007

 

 

7.10    Tax Withholding: Such sum may be withheld from the lump-sum payment payable under the Plan for any federal, state or local taxes required by law to be withheld with respect to such payment, as the Company may reasonably estimate is necessary to cover any taxes that may be assessed with regard to such payment.

7.11    Use and Form of Words: Words used herein in the masculine gender shall be construed as also used in the feminine gender where they would so apply, and vice versa. Words used in the singular form shall be construed as also used in the plural form where they would so apply, and vice versa.

7.12    Effect on Other Plans: Amounts accrued or paid under this Plan shall not be considered compensation for the purposes of the Company’s other employee benefit plans. All amounts paid under this Plan will be a reduction of benefits calculated and payable under the GlobalSantaFe Supplemental Executive Retirement Plan.

7.13    Guarantee: By executing this Plan, GlobalSantaFe Corporation agrees to guarantee the payment of all benefits payable hereunder.

7.14    Applicable Law: This Plan shall be governed and construed in accordance with the laws of the State of Texas.

7.15    Scope: This Plan is intended only to remedy Pension Plan benefit reductions caused by the operation of Sections 415 and/or 401(a)(17) of the Code and not reductions for any other reason.

7.16    Plan Termination: No further benefits may be earned by a Participant under this Plan after the termination of the Pension Plan.

7.17    409A Compliance. It is intended that the provisions of this Plan satisfy the requirements of Section 409A and that the Plan be operated in a manner consistent with such requirements to the extent applicable. Therefore, the Administrative Committee may make adjustments to the Plan and may construe the provisions of the Plan in accordance with the requirements of Section 409A.

7.18    Specified Employees. If a Participant is a “specified employee,” as such term is defined in Section 409A and determined as described below in this Section 7.18, any payments payable as a result of the Participant’s Termination of Employment (other than death) shall not be payable before the earlier of (i) the date that is six months after the Participant’s Termination of Employment, (ii) the date of the Participant’s death, or (iii) the date that otherwise complies with the requirements of Section 409A. A Participant shall be a “specified employee” for the twelve-month period beginning on April 1 of a year if the Participant is a “key employee” as defined in Section 416(i) of the Internal Revenue Code (without regard to Section 416(i)(5)) as of December 31 of the preceding year or using such dates as designated by the Administrative Committee in accordance with Section 409A and in a manner that is consistent with respect to all of the

 

 

 


APPENDIX A

GLOBALSANTAFE

PENSION EQUALIZATION PLAN

AS AMENDED AND RESTATED

EFFECTIVE NOVEMBER 27, 2007

 

 

Company’s nonqualified deferred compensation plans. For purposes of determining the identity of specified employees, the Administrative Committee may establish procedures as it deems appropriate in accordance with Section 409A.

IN WITNESS WHEREOF, this Plan, as amended and restated, has been executed as of the ____ day of ___________, 2007, but is effective as of November 27, 2007.

GLOBALSANTAFE CORPORATION

By /s/                                                                             

GLOBALSANTAFE CORPORATE SERVICES INC.

By /s/                                                                             

 

 


APPENDIX B

LEGACY TRANSOCEAN PLAN

The Legacy Transocean Plan is attached hereto solely for purposes of calculating a Participant’s Legacy Plan Benefit pursuant to Article VI. For purposes of calculating the Legacy Plan Benefit, a Participant will only be entitled to service under the Legacy Transocean Plan through the earlier of (i) the Participant’s latest date of participation under the Plan or (ii) December 31, 2008. However, a Participant’s Legacy Plan Benefit shall include compensation earned while the Participant is participating in the Plan.

 

i

 

 


APPENDIX B

Transocean U.S. Supplemental Retirement Benefit Plan

(As Amended and Restated Effective as of November 27, 2007)

 

 

ii

 

 


APPENDIX B

Transocean U.S. Supplemental Retirement Benefit Plan

(As Amended and Restated Effective as of November 27, 2007)

 

 

 

Article 1.

The Plan

1.1

Establishment and Amendment of the Plan.

Transocean Inc. (the “Company”) previously maintained an unfunded supplemental benefit plan known as the “Transocean Offshore Inc. Supplemental Benefit Plan,” established originally effective as of July 1, 1993, and as amended and restated effective as of July 1, 1998 (the “Original Plan”). The Company, as a successor to the entities previously sponsoring the Original Plan, amended and restated that portion of the Original Plan providing for “Excess Retirement Plan Benefits” (as described in the Original Plan) effective as of January 1, 2004, and renamed that portion of the Original Plan as the “Transocean U.S. Supplemental Retirement Plan” (the “Prior Plan”). The Company hereby further amends and restates the Prior Plan, effective November 27, 2007(the “Effective Date”) in the form set forth herein (the “Plan”), to comply with the requirements of Code Section 409A and to make certain changes in accordance with the Agreement and Plan of Merger by and among the Company, GlobalSantaFe Corporation, and Transocean Worldwide, Inc., dated as of July 21, 2007 (the “Merger Agreement”).

1.2

Purpose.

(a)

Purpose of the Plan. The Plan has been established and is maintained for the primary purpose of providing Eligible Participants who are eligible to receive benefit payments under the “Transocean U.S. Retirement Plan,” as amended effective November 27, 2007, and thereafter amended (the “Retirement Plan”), such portion of such benefit payments as would have been payable to such Eligible Participants under the Retirement Plan if the maximum annual compensation limitations under Code Section 401(a)(17) and maximum annual benefit limitations under Code Section 415 had not been applied to such benefit payments, as well as certain benefits payable in accordance with the Merger Agreement.

(b)

ERISA Status. The Plan is intended to qualify for the exemptions provided under Title I of ERISA for plans that are not qualified under Code Section 401(a) and that are maintained primarily to provide deferred compensation for a select group of management or highly compensated employees.

1.3

Applicability of the Plan.

The provisions of the Plan shall be applicable only to or with respect to those Eligible Participants who are eligible to receive a benefit under the Retirement Plan on or after November 27, 2007, and who are Eligible Participants under the Plan on or after such date.

Article 2.

Definitions and Construction

2.1

Definitions.

All terms used in the Plan shall have the same meanings assigned to them under the provisions of the Retirement Plan, unless otherwise qualified by the context hereof. Notwithstanding the prior sentence, the following terms shall have the meanings set forth below, unless their context clearly indicates to the contrary:

 

1

 

 


APPENDIX B

Transocean U.S. Supplemental Retirement Benefit Plan

(As Amended and Restated Effective as of November 27, 2007)

 

 

 

(a)

“Additional Service Period” means, with respect to any Eligible Participant who has a Termination of Employment on or before November 27, 2009 and is eligible for a benefit under Section 4.7 of the Retirement Plan, or who would have been eligible for such benefit if Appendix A of the Retirement Plan had not specifically excluded the Participant from receiving the benefit thereunder and who received a severance payment, whether in the form of salary and/or bonus continuation payments or a lump sum or sums, the salary and/or bonus continuation period or, in the case of a lump sum or sums, the period with respect to which the lump sum or sums are deemed paid pursuant to the definitions of Earnings contained in the Plan.

(b)

“Applicable Retirement Plan” means the Retirement Plan as in effect on the date of the Participant’s Termination of Employment.

(c)

“Code” means the Internal Revenue Code of 1986 and the regulations issued thereunder, as amended from time to time. Each Code reference in the Plan shall include reference to any comparable or succeeding statutory provision which amends, supplements, or replaces such Code reference.

(d)

“Earnings” means the same as set forth in the Retirement Plan, only without regard to the limitations imposed by Section 401(a)(17) of the Code. Additionally, with respect to any Eligible Participant who has a Termination of Employment on or before November 27, 2009 and is eligible for a benefit under Section 4.7 of the Retirement Plan, or who would have been eligible for such benefit if Appendix A of the Retirement Plan had not specifically excluded the Participant from receiving the benefit thereunder and who received a severance payment, “Earnings” shall include severance payments based on a multiple or any percentage of salary made as salary continuation payments or in a lump sum or sums. In the event such a severance payment is paid in a lump sum or sums, the salary amount shall be deemed to accrue over the period of time it would normally have been paid had the Participant’s salary at the time of termination continued until the severance payments were exhausted.

(e)

“Eligible Participant” means an Employee of an Employer who (i) is a Participant under the Retirement Plan and (ii) is designated as eligible for participation in the Plan by the Board as being among a select group of management or highly compensated employees and also satisfying the requirements of Article 3.

(f)

“Employer” means the Company and each other Employing Company who is a participating employer under the Retirement Plan and who is a participating employer under the Plan as provided in Article 6.

(g)

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

(h)

“Lump-Sum Equivalent” means with respect to any benefit hereunder, a lump-sum payment equal in value at date of determination to such benefit when determined

 

2

 

 


APPENDIX B

Transocean U.S. Supplemental Retirement Benefit Plan

(As Amended and Restated Effective as of November 27, 2007)

 

 

 

actuarially, based upon the mortality table set forth in the Applicable Retirement Plan and the interest rate equal to the yield on a new 7-12 year AA-rated general obligation tax-exempt bond as determined by Merrill Lynch & Co. (or its affiliates) and published in The Wall Street Journal. An annual interest rate is to be determined as the average of the daily yields for November of the Plan Year preceding the Plan Year in which occurs the proposed date of payment; in such case, the stability period for such applicable interest rate shall be the Plan Year. In the event that age is increased by a salary continuation period or an Additional Service Period (“imputed years”), the lump sum payment will be discounted by the number of imputed years (including partial years) from the date of determination to the date of payment using interest only at the interest rate specified in the foregoing provisions of this definition. For purposes of Section 3.3(f) herein, the date of determination is the day after the end of the Additional Service Period. Further, (i) in the event an Eligible Participant is under age 55 on the date of determination, the Lump-Sum Equivalent shall be based on the present value of the Normal Retirement Benefit and (ii) in the event an Eligible Participant is age 55 or older at the date of determination, the Lump-Sum Equivalent shall be based on the present value of an immediate benefit.

(i)

“Maximum Benefit Limits” means the maximum benefit limitations as in effect under Code Section 415, as such limitations are adjusted or changed from time to time in accordance with the adjustment provisions of Code Section 415, or as a result of changes to the provisions in Code Section 415.

(j)

“Maximum Compensation Limits” means the maximum annual compensation limitations as in effect under Code Section 401(a)(17), as such limitations are adjusted or changed from time to time in accordance with the adjustment provisions of Code Section 401(a)(17), or as a result of changes to the provisions in Code Section 401(a)(17).

(k)

“Participant” means an individual who is a “Participant” under the Retirement Plan and who maintains such status at any relevant date.

(l)

“Plan” means the “Transocean U.S. Supplemental Retirement Benefit Plan,” as amended and restated effective as of November 27, 2007, as set forth in this document and as the same may be amended from time to time thereafter.

(m)

“Retirement Plan” means the “Transocean U.S. Retirement Plan,” as amended effective November 27, 2007, and as the same may be amended from time to time thereafter.

(n)

“Termination of Employment” means “separation from service,” as such term is defined in Section 1.409A-1(h) of the U.S. Treasury Regulations, with the Company or an Employer for any reason other than a transfer between Employers.

(o)

“Window Benefit Participant” means an Eligible Participant who is eligible for a window benefit under Section 4.7 of the Applicable Retirement Plan.

 

3

 

 


APPENDIX B

Transocean U.S. Supplemental Retirement Benefit Plan

(As Amended and Restated Effective as of November 27, 2007)

 

 

 

(p)

“Window Excluded Participant” means an Eligible Participant who would have been eligible for a window benefit under Section 4.7 of the Applicable Retirement Plan had he not been specifically excluded pursuant to Appendix A of the Applicable Retirement Plan.

2.2

Gender and Number; Headings.

Except when otherwise indicated by the context, any masculine terminology when used in the Plan shall also include the feminine gender, and the definition of any term in the singular shall also include the plural. Headings of Articles and Sections herein are included solely for convenience, and if there is any conflict between such headings and the text of the Plan, the text shall control.

Article 3.

Restoration of Benefits Reduced by Code Section 401(a)(17) or 415

3.1

Eligibility.

The Board shall, in its sole discretion, determine and designate the key management employees of each participating Employer who are to be Eligible Participants under the Plan; provided, however, that any employee so designated must meet the criteria for an Eligible Participant set forth in Section 2.1(e). Such designations may be based on participation criteria established by the Board from time to time, which criteria shall be consistent with the classification of the Plan, as described in Section 1.2(b). Such criteria shall include a requirement that the designated individual is expected to have his benefits under the Retirement Plan subject to the Maximum Benefit Limits or the Maximum Compensation Limits and that the individual is a member of a select group of management or highly compensated employees (as those terms are set forth in Section 201(2) of ERISA). The Board may terminate the “Eligible Participant” status of any designated employee at any time. The Board may establish such procedures as it deems appropriate for notifying employees of their status as Eligible Participants under the Plan.

3.2

Participation.

A key management employee as described in Section 3.1 shall become an Eligible Participant under the Plan on the first date on which he is designated as an Eligible Participant eligible to receive any benefits provided under the Plan. Such Eligible Participant shall thereafter remain an Eligible Participant under the Plan so long as he continues to meet the eligibility requirements of Section 2.1(e). In addition, an Eligible Participant who ceases to be an Eligible Participant by reason of termination, transfer of employment or other loss of Eligible Participant status shall continue as an Eligible Participant with respect to any benefit he is eligible to receive under the Plan at the time of such termination, transfer or loss of status.

3.3

Benefits.

(a)

Termination of Employment on or after Normal Retirement Age; In General. Upon an Eligible Participant’s Termination of Employment after reaching Normal Retirement Age, the pension restoration benefit payable under the Plan to such Eligible Participant shall be equal to the Lump-Sum Equivalent of the difference between the monthly annuity amount in (1) and the monthly annuity amount in (2) where—

 

4

 

 


APPENDIX B

Transocean U.S. Supplemental Retirement Benefit Plan

(As Amended and Restated Effective as of November 27, 2007)

 

 

 

 

(1)

is the monthly annuity amount of such benefit that would have been payable under the Retirement Plan to such Eligible Participant if the provisions of the Retirement Plan were administered without regard to the Maximum Benefit Limits and the Maximum Compensation Limits; and

 

(2)

is the monthly annuity amount of such benefit payable to such Eligible Participant under the Retirement Plan.

(b)

Inclusion in Earnings of Certain Prior Deferred Compensation. In applying the foregoing provisions of Section 3.3(a), the calculation in Section 3.3(a)(1) above shall also recognize as part of the Eligible Participant’s Earnings any amounts that the Eligible Participant deferred under a non-qualified deferred compensation program maintained by his Employer for periods prior to January 1, 2004.

(c)

Limitation. The amount in Section 3.3(a) will be subject to limits described in Article 4.

(d)

Supplementation of Retirement Plan Benefits. Benefits under this Article 3 will be paid only to supplement benefits actually payable from the Retirement Plan.

(e)

Termination of Employment Prior to Normal Retirement Age. If an Eligible Participant’s Termination of Employment occurs prior to his Normal Retirement Age, the pension restoration benefit shall be calculated as described in Sections (a) through (d) above, but shall also then be reduced using the same adjustment factors and/or actuarial equivalence factors and assumptions as are applicable for calculations of benefits commencing prior to Normal Retirement Age under the Retirement Plan. Under the Plan, the benefit payable to an Eligible Participant prior to his Normal Retirement Age shall be equal to the Lump-Sum Equivalent of this reduced amount, after all appropriate calculations.

(f)

Window Benefit. For Window Benefit Participants, the benefit described in this Section 3.3(f) shall equal the Lump-Sum Equivalent of the excess of (1) over (2) below:

 

(1)

the monthly benefit for the Window Benefit Participant calculated under the Applicable Retirement Plan using the Window Benefit Participant’s Earnings without regard to the limitations of Code Section 401(a)(17) and assuming that such Participant remained employed through the end of the Additional Service Period and commenced his Retirement Plan benefit at that time (or, if not eligible for early or normal retirement under the Applicable Retirement Plan at the end of the Additional Service Period, assuming such Participant had commenced his benefit under the Applicable Retirement Plan on his Normal Retirement Date (as defined in the Applicable Retirement Plan; over

 

(2)

the monthly benefit calculated and payable under the Applicable Retirement Plan assuming the Window Benefit Participant remained employed through the end of the Additional Service Period and commenced payment of his Retirement Plan

 

5

 

 


APPENDIX B

Transocean U.S. Supplemental Retirement Benefit Plan

(As Amended and Restated Effective as of November 27, 2007)

 

 

 

benefit at that time (or, if not eligible for early or normal retirement under the Applicable Retirement Plan at the end of the Additional Service Period, assuming such Participant had commenced his benefit under the Applicable Retirement Plan on his Normal Retirement Date (as defined in the Applicable Retirement Plan)).

For Window Excluded Participants, the benefit described in this Section 3.3(f) shall equal the Lump-Sum Equivalent of the excess of (3) over (4) below:

 

(3)

the monthly benefit for the Window Excluded Participant calculated under the Applicable Retirement Plan using the Window Excluded Participant’s Earnings without regard to the limitations of Code Section 401(a)(17) and assuming that such Participant remained employed through the end of the Additional Service Period and commenced payment of his Retirement Plan benefit at that time (or, if not eligible for early or normal retirement under the Applicable Retirement Plan at the end of the Additional Service Period, assuming such Participant had commenced his benefit under the Applicable Retirement Plan on his Normal Retirement Date (as defined in the Applicable Retirement Plan)); over

 

(4)

the monthly benefit calculated and payable under the Applicable Retirement Plan assuming the Window Excluded Participant terminated employment on the date of his actual Termination of Employment and commenced payment of his Retirement Plan benefit after the expiration of the Additional Service Period (or, if not eligible to commence payment under the Applicable Retirement Plan at the end of the Additional Service Period, assuming such Participant had commenced his benefit under the Applicable Retirement Plan on his Normal Retirement Date (as defined in the Applicable Retirement Plan)).

For purposes of this Section 3.3(f), a Participant’s Final-Average Social Security Earnings (as defined in the Applicable Retirement Plan) are projected to increase during the Additional Service Period using an inflation assumption of three percent. Additionally, no Eligible Participant shall receive an amount under this Section 3.3(f) that is less than he would otherwise receive under the terms of the Plan absent this Section 3.3(f).

Article 4.

Time and Form of Payment

4.1

Form of Payment and Payment Date.

Subject to the provisions of Section 5.14, the benefits payable under the Plan shall always be paid to an Eligible Participant in the form of a cash lump-sum within 90 days following an Eligible Participant’s Termination of Employment. The actuarial assumptions for computing the lump-sum amount shall be the same actuarial assumptions as those used in computing the Lump-Sum Equivalent under the Plan. Payment of the Lump-Sum Equivalent shall be in full discharge of the Employer’s obligations under the Plan to the eligible recipient of such benefits.

4.2

Death Benefits.

 

6

 

 


APPENDIX B

Transocean U.S. Supplemental Retirement Benefit Plan

(As Amended and Restated Effective as of November 27, 2007)

 

 

 

(a)

In General. It is the intent of the Plan that death benefits or Survivor Benefits as described in Article 7 of the Retirement Plan be payable under the Plan to the same eligible individuals as described in Article 3 of the Plan, and as further described in this Section 4.2. Notwithstanding any provisions of the Retirement Plan to the contrary, the form of payment for such death or Survivor Benefits shall always be the Lump-Sum Equivalent of the monthly pension restoration benefit and the time of payment shall always be within 90 days after the later of the Eligible Participant’s Termination of Employment or death.

(b)

Lump-Sum Form of Payment. The survivor entitled to the Survivor Benefit as a result of the Eligible Participant’s death shall always be paid in the form of a cash lump-sum. The monthly pension restoration annuity benefit shall be calculated under the applicable provisions of the Retirement Plan, using the calculation methodology as described in Section 3.3. This benefit will then be converted to its Lump-Sum Equivalent.

(c)

Other Limitations. The calculation of the Survivor Benefits as described in the foregoing provisions of this Section 4.2 shall be made by limiting the Eligible Participant’s Credited Service to not more than 30 years.

4.3

Vesting.

An Eligible Participant shall become vested in the benefit payable under the Plan at the same time that he becomes vested under the Retirement Plan.

4.4

Change of Control

(a)

Change of Control Event. Notwithstanding the foregoing provisions of this Article 4 or other provisions of the Plan, in the case of a “change of control” as defined in Section 4.4(b), an Eligible Participant under the Plan shall (i) become 100% vested in a benefit under this Plan irrespective of whether he is entitled to a benefit under the Retirement Plan, and (ii) such Eligible Participant shall be eligible to receive the payment of such benefit in the form of a lump sum payment as soon as administratively practicable following the determination of such “change in control.” In calculating an Eligible Participant’s benefit under this Section 4.4, such benefit shall be calculated on the assumption that such Eligible Participant is eligible for a monthly benefit payment under the Retirement Plan payable at the same time, even if such Eligible Participant is not eligible for a benefit under the Retirement Plan or such a benefit payable at such same time.

(b)

Definition. For purposes of this Section 4.4, a “change of control” means—

 

(1)

The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d­3 promulgated under the Exchange Act) of 20% or more of either (A) the then outstanding ordinary shares of the Company (the “Outstanding Company Ordinary Shares”) or (B) the combined

 

7

 

 


APPENDIX B

Transocean U.S. Supplemental Retirement Benefit Plan

(As Amended and Restated Effective as of November 27, 2007)

 

 

 

voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of this subsection (1), the following acquisitions shall not constitute a Change of Control: (C) any acquisition directly from the Company, (D) any acquisition by the Company, (E) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation or other entity controlled by the Company or (F) any acquisition by any corporation or other entity pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (3) of this Section 4.5; or

 

(2)

Individuals who, as of the date hereof, constitute the Board of the Company (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of the Company; provided, however, that for purposes of this Section 4.5 any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board of the Company; or

 

(3)

Consummation of a scheme of arrangement, reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Ordinary Shares and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of, respectively, the then outstanding ordinary shares or shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation or other entity resulting from such Business Combination (including, without limitation, a corporation or other entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Ordinary Shares and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any corporation or other entity resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation or other entity resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or

 

8

 

 


APPENDIX B

Transocean U.S. Supplemental Retirement Benefit Plan

(As Amended and Restated Effective as of November 27, 2007)

 

 

 

more of, respectively, the then outstanding ordinary shares or shares of common stock of the corporation or other entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation or other entity except to the extent that such ownership existed prior to the Business Combination and (C) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the action of the Board of the Company providing for such Business Combination; or

 

(4)

Approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.

Article 5.

Administration

5.1

Administration and Interpretation.

The Plan shall be administered by the Administrative Committee appointed pursuant to the terms of the Retirement Plan. The Administrative Committee shall administer the Plan in accordance with its terms, except (i) in the event the Administrative Committee determines an adjustment is necessary pursuant to Section 5.13 of the Plan; and (ii) the Plan shall be administered as an unfunded plan which is not intended to meet the qualification requirements of Code Section 401(a). The Administrative Committee shall have the same rights and authority granted to it under the Retirement Plan, which shall include the full power and authority to interpret, construe and administer the Plan. The Administrative Committee shall establish and maintain such accounts or records as the Administrative Committee may from time to time consider necessary. Members of the Administrative Committee shall not participate in any action or determination regarding their own benefits under the Plan. The determination of the Administrative Committee as to any disputed questions arising under the Plan, including questions of construction and interpretation shall be final, binding, and conclusive upon all persons.

5.2

Expenses.

The expenses of administering the Plan shall be borne by the Employers in the proportions determined by the Administrative Committee.

5.3

Indemnification and Exculpation.

The members of the Administrative Committee, its agents, and officers, directors, and employees of the Company or any other Employer shall be indemnified and held harmless by the Employer against and from any and all loss, cost, liability, or expense that may be imposed upon or reasonably incurred by them in connection with or resulting from any claim, action, suit, or proceeding to which they may be a party or in which they may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by them in settlement (with the Company’s written approval) or paid by them in satisfaction of a judgment in any such action, suit, or proceeding. The foregoing provision shall not be applicable to any person if the loss, cost, liability, or expense is due to such person’s gross negligence or willful misconduct.

 

9

 

 


APPENDIX B

Transocean U.S. Supplemental Retirement Benefit Plan

(As Amended and Restated Effective as of November 27, 2007)

 

 

 

5.4

Amendment and Termination.

The Board of the Company may amend, modify, or terminate the Plan at any time and in any manner. Such actions by the Board of the Company shall be binding upon all other Employers. In addition, the Plan shall automatically terminate at the time of the termination of the Retirement Plan, and any benefit payment obligation under the Plan shall be measured with respect to the benefits which are payable from the Retirement Plan irrespective of whether such benefits are actually paid due to an insufficiency of assets to pay such benefits. In the event of a termination of the Plan pursuant to this Section 5.4, no further benefits shall accrue under the Plan, and amounts which are then payable shall continue to be an obligation of the Employer and shall be paid as scheduled; provided, however, that the Company reserves the right, in its sole discretion, to accelerate payments to the affected Eligible Participants in the event of a complete or partial termination of the Retirement Plan or the Plan. Notwithstanding the foregoing, if the Plan is to be terminated, then the termination shall be in accordance with Section 1.409A-3(j)(4)(ix) of the U.S. Treasury regulations.

5.5

Not an Employment Agreement.

Nothing contained in the Plan is intended to nor shall it confer upon any Participant the right to be retained in the service of the Employer, nor shall the existence of the Plan interfere with the right of the Employer to terminate, lay off, discharge or otherwise deal with any Participant.

5.6

Funding.

All amounts paid under the Plan shall be paid from the general assets of the Employers. Benefits shall be reflected on the accounting records of the Employers, but neither the Plan nor the maintenance of such accounting records shall be construed to create, or require the creation of a trust, custodial account, or escrow account with respect to any Eligible Participant. No Eligible Participant shall have any right, title, or interest whatsoever in or to any investment reserves, accounts, or fund that the Employers may purchase, establish, or accumulate to aid in providing the unfunded benefit payments described in the Plan. Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create, or be construed to create, a trust or fiduciary relationship of any kind between an Employer or the Administrative Committee and an Eligible Participant or any other person. Eligible Participants shall not acquire any interest under the Plan greater than that of an unsecured general creditor of an Employer. The trust fund maintained pursuant to the Retirement Plan shall not be liable for any benefits accrued under the Plan.

5.7

Severability.

In the event any provision of the Plan shall be held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted, and the Administrative Committee shall have the privilege and opportunity to correct and remedy such questions of illegality or invalidity by amendment as provided in the Plan.

5.8

Assignment of Benefits.

An Eligible Participant may not, either voluntarily or involuntarily, assign, anticipate, alienate, commute, pledge or encumber any benefits to which he is or may become entitled to under the

 

10

 

 


APPENDIX B

Transocean U.S. Supplemental Retirement Benefit Plan

(As Amended and Restated Effective as of November 27, 2007)

 

 

 

Plan, nor may the same be subject to attachment or garnishment by any creditor of an Eligible Participant. Notwithstanding the foregoing provisions of this Section 5.8, no benefit amount payable under the Plan shall be payable until and unless any and all amounts representing debts or other obligations owed to the Company by the Eligible Participant with respect to whom such amount would otherwise be payable shall have been fully paid.

5.9

Tax Withholding.

An Employer may withhold from any payment of benefits hereunder any taxes required to be withheld and such sum as the Employer may reasonably estimate to be necessary to cover any taxes for which the Employer may be responsible and which may be assessed with regard to such payment.

5.10

Effect on Other Benefit Plans.

Amounts credited or paid under the Plan shall not be considered to be compensation for the purposes of the Retirement Plan or any other plans maintained by an Employer. The treatment of such amounts under other employee benefit plans shall be determined pursuant to the provisions of such plans.

5.11

Applicable Law.

The Plan shall be governed and construed in accordance with the laws of the State of Texas.

5.12

Scope.

The Plan is intended only to remedy Retirement Plan benefit reductions caused by the operation of Code Sections 415 and/or 401(a)(17) and to provide for benefits to Window Benefit Participants and Window Excluded Participants and not reductions for any other reason.

5.13

Code Section 409A Compliance.

It is intended that the provisions of the Plan satisfy the requirements of Code Section 409A and that the Plan be operated in a manner consistent with such requirements to the extent applicable. Therefore, the Administrative Committee may make adjustments to the Plan and may construe the provisions of the Plan in accordance with the requirements of Code Section 409A.

5.14

Specified Employees.

If an Eligible Participant is a “specified employee,” as such term is defined in Code Section 409A and determined as described below in this Section 5.14, any payments payable as a result of the Eligible Participant’s Termination of Employment (other than death) shall not be payable before the earliest of (i) the date that is six months after the Eligible Participant’s Termination of Employment, (ii) the date of the Eligible Participant’s death, or (iii) the date that otherwise complies with the requirements of Code Section 409A. An Eligible Participant shall be a “specified employee” for the 12-month period beginning on April 1 of a year if the Eligible Participant is a “key employee” as defined in Code Section 416(i) (without regard to Code Section 416(i)(5)) as of December 31 of the preceding year or using such dates as designated by the Administrative Committee in accordance with Code Section 409A and in a manner that is consistent with respect to all of the Company’s nonqualified deferred compensation plans. For

 

11

 

 


APPENDIX B

Transocean U.S. Supplemental Retirement Benefit Plan

(As Amended and Restated Effective as of November 27, 2007)

 

 

 

purposes of determining the identity of “specified employees,” the Administrative Committee may establish procedures as it deems appropriate in accordance with Code Section 409A.

When calculating the benefits payable to a “specified employee” under the Plan, the interest rate in effect under the Applicable Retirement Plan shall be used to calculate the Lump-Sum Equivalent. For a “specified employee,” the “date of determination” for calculation of the Lump-Sum Equivalent shall be deemed to be the date of payment to such “specified employee.”

5.15

Incompetence.

Every person receiving or claiming benefits under the Plan shall be conclusively presumed to be mentally competent until the date on which the Administrative Committee receives a written notice, in a form and manner acceptable to the Administrative Committee, that such person is incompetent, and that a guardian, conservator, or other person legally vested with the care of such person’s person or estate has been appointed; provided, however, that if the Administrative Committee shall find that any person to whom a benefit is payable under the Plan is unable to care for such person’s affairs because of incompetency, any payment due (unless a prior claim therefor shall have been made by a duly appointed legal representative) may be paid as provided in the Retirement Plan. Any such payment so made shall be a complete discharge of liability therefor under the Plan.

5.16

Binding on Employer, Eligible Participants and Their Successors.

The Plan shall be binding upon and inure to the benefit of the Employers, their successors and assigns, and the Eligible Participants, their heirs, executors, administrators and legal representatives. The provisions of the Plan shall be applicable with respect to each Employer separately, and amounts payable hereunder shall be paid by the Employer of the particular Eligible Participant. In the event any Eligible Participant becomes entitled to a benefit under the Retirement Plan based on service with more than one Employer, the benefit obligations under the Plan shall be apportioned among such Employers as determined by the Administrative Committee.

Article 6.

Adoption Procedure

6.1

Adoption Procedure.

With the consent of the Company, any other organization which satisfies the definition of Employing Company under the Retirement Plan and the Plan and which is eligible by law to do so may adopt the Plan for the benefit of its Employees who are or who become Participants under the Retirement Plan, on express condition that the Company assumes no liability as a result of any such adoption of the Plan by such organization. Such other organization may adopt the Plan by—

(a)

executing an adoption instrument adopting the Plan, and agreeing to be bound as a participating Employer by all the terms, provisions, conditions, and limitations of the Plan; and

 

12

 

 


APPENDIX B

Transocean U.S. Supplemental Retirement Benefit Plan

(As Amended and Restated Effective as of November 27, 2007)

 

 

 

(b)

compiling and submitting all information required by the Company with reference to persons in its employment eligible for membership in the Plan.

The adoption instrument shall specify the effective date of such adoption of the Plan and shall become, as to such organization and persons in its employment, a part of the Plan.

6.2

Withdrawal of Participating Employer.

Any Participating Employer may withdraw from the Plan by giving 60 days’ notice in writing of its intention to withdraw to the Company, unless a shorter notice shall be agreed to by the Company. Any withdrawing Employer shall remain responsible for its respective benefit obligations following such a withdrawal.

IN WITNESS WHEREOF, the Company has caused these presents to be executed by its duly authorized officer, in a number of copies, all of which shall constitute but one and the same instrument that may be sufficiently evidenced by any such executed copy hereof, this _____ day of ________________, 2007, but effective as of the date provided herein.

TRANSOCEAN INC.

 
 

By /s/                                                                              

Name:                                                                             

Title:                                                                               

 

 

13

 

 


APPENDIX C

"Applicabale Interest Rate" Definition

 

 

 

 

Terry Bonno

John Briscoe

Eric Brown

Gregory Cauthen

Ian Clark

Stephen Hayes

Robert Long

Larry McMahan

Steven Newman

Greg Panagos

Adrian Rose

Robert Saltiel

David Tonnel

Paul Tranter

 

14

 

 

 

Transocean U.S. Supplemental Savings Plan

(As Amended and Restated Effective as of January 1, 2009)

 

 

 


Contents

Article 1.

   

The Plan

1

 

1.1

   

Establishment and Amendment of the Plan

1

 

1.2

   

Purpose

1

 

1.3

   

Applicability of the Plan

1

 
           

Article 2.

   

Definitions and Construction

2

 

2.1

   

Definitions

2

 

2.2

   

Gender and Number; Headings

3

 

2.3

   

Incorporation of the Savings Plan

3

 
           

Article 3.

   

Participation

4

 

3.1

   

Eligibility

4

 

3.2

   

Participation

4

 
           

Article 4.

   

Contributions; Vesting; Distributions

5

 

4.1

   

Restoration Contributions

5

 

4.2

   

Vesting

5

 

4.3

   

Time of Distributions

5

 

4.4

   

Withdrawals and Loans

6

 

4.5

   

Form of Payment

6

 
           

Article 5.

   

Accounts; Credited Interest

7

 

5.1

   

Accounts

7

 

5.2

   

Crediting Restoration Contributions

7

 

5.3

   

Credited Interest

7

 

5.4

   

Adjustment of Accounts

7

 

5.5

   

Account Balances

7

 

5.6

   

Account Statements

8

 
           

Article 6.

   

Administration

9

 

6.1

   

Administration

9

 

6.2

   

Finality of Determination

9

 

6.3

   

Expenses

9

 

6.4

   

Section 490A of the Code

9

 

6.5

   

Indemnification and Exculpation

9

 
           

Article 7.

   

Funding of the Plan

10

 

7.1

   

Funding

10

 
           

Article 8.

   

Merger, Amendment, and Termination

11

 

8.1

   

Merger, Consolidation, or Acquisition

11

 

8.2

   

Amendment and Termination

11

 
           

Article 9.

   

Adoption Procedure

12

 

9.1

   

Adoption Procedure

12

 

9.2

   

Withdrawal of Participating Employer

12

 
           
           


 

i

 

 


 

           

Article 10.

   

General Provisions

13

 

10.1

   

Nonalienation

13

 

10.2

   

Beneficiary Designations

13

 

10.3

   

Effect on Other Benefit Plans

13

 

10.4

   

Severability

13

 

10.5

   

Applicable Law

13

 

10.6

   

Employer—Employee Relationship

13

 

10.7

   

Incompetence

14

 

10.8

   

Binding on Employer, Participants and Their Successors

14

 

10.9

   

Tax Liability

14

 


 

 

ii

 

 


 

Article 1.

The Plan

 

1.1

Amendment and Restatement of the Plan.

Transocean Inc. previously maintained the Transocean U.S. Supplemental Savings Plan, as amended and restated effective January 1, 2004 (the "Prior Plan"), which was operated in compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and applicable U.S. Treasury authorities (collectively, "Section 409A") from and after January 1, 2005. Effective January 1, 2009, Transocean Ltd. (the "Company") assumes sponsorship and hereby amends and restates the Prior Plan in the form of this Transocean U.S. Supplemental Savings Plan, as amended and restated effective January 1, 2009 (the "Plan"), in order to continue and provide for the benefits as described herein, reflect documentary compliance with Section 409A, and reflect freezing of the Plan as to participation and contributions, effective December 31, 2008.

 

1.2

Purpose.

The Plan has been established and is maintained for the primary purpose of providing Participants who are eligible to participate in the Transocean U.S. Savings Plan, as amended from time to time (the "Savings Plan"), with the portion of the employer matching contributions that could have been made to the account of Participants under the Savings Plan but for application of the (i) maximum annual compensation limitations under Code Section 401(a)(17) and (ii) maximum annual benefit limitations under Code Section 415. Additionally, the Plan is an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of Section 201(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and as such, it is intended that the Plan be exempt from the relevant requirements of Title I of ERISA. The Plan is not intended to satisfy the qualification requirements of Code Section 401.

 

1.3

Applicability of the Plan.

The provisions of the Plan, as amended and restated herein, shall apply only to or with respect to those Participants, as herein defined, who were eligible to participate in the Savings Plan prior to January 1, 2009 and who are Participants, as herein defined, under this Plan prior to January 1, 2009 and on or after such date. Individuals who participated in the Prior Plan and incurred a Separation from Service, as herein defined, prior to January 1, 2009 received a distribution of their Prior Plan Account in accordance with the operation of the Prior Plan; provided, further, that those individuals who incurred a Separation from Service prior to January 1, 2009 and whose distribution was subject to a six-month delay under Section 409A of the Code shall be an inactive participant under this Plan (as described in Section 3.2 hereof).

Article 2.

1

 

 


Definitions and Construction

 

2.1

Definitions.

All terms used in this Plan shall have the same meanings assigned to them under the provisions of the Savings Plan, unless otherwise qualified by the context hereof. Notwithstanding the prior sentence, the following terms shall have the meanings set forth below, unless their context clearly indicates to the contrary:

(a)

"Account" means the recordkeeping account which is maintained in the name of a Participant to account for any Restoration Contributions and Credited Interest which may be credited to his Account from time to time.

(b)

"Beneficiary" means the person or persons designated by a Participant, as provided in Section 10.2. Where the context dictates, the term "Beneficiary" shall also mean "Beneficiaries."

(c)

"Board" means the Board of Directors of the Company.

(d)

"Code" means the Internal Revenue Code of 1986 and the regulations issued thereunder, as amended from time to time. Each Code reference in this Plan shall include reference to any comparable or succeeding statutory provision which amends, supplements, or replaces such Code reference.

(e)

"Company" means Transocean Ltd.

(f)

"Credited Interest" means that interest amount that is credited to a Participant's Account, as provided for in Section 5.3.

(g)

"Employer" means the Company and each other Affiliate who is a participating employer under the Savings Plan and who has elected to become a participating employer under this Plan as provided in Article 9.

(h)

"Maximum Limits" means the Maximum Compensation Limits and/or the Maximum Benefit Limits. For this purpose, "Maximum Compensation Limits" means the maximum annual compensation limitations as in effect under Code Section 401(a)(17); and "Maximum Benefit Limits" means the maximum benefit limitations as in effect under Code Section 415.

(i)

"Participant" means an Employee of an Employer who (i) is eligible to participate in the Savings Plan, and (ii) otherwise satisfies the requirements of Sections 3.1 and 3.2, and who maintains such status at any relevant date. Effective January 1, 2009, no new Participants shall be eligible for participation in the Plan.

(j)

"Plan" means the "Transocean U.S. Supplemental Savings Plan," as amended and restated effective as of January 1, 2009, as set forth herein, and as the same may be amended from time to time.

 

2

 

 


(k)

"Restoration Contributions" means the contributions as described in Section 4.1. No Restoration Contributions will be made to the Plan after December 31, 2008.

(l)

"Savings Plan" means the "Transocean U.S. Savings Plan," as amended from time to time.

(m)

"Separation from Service" means a termination of the Participant's employment which constitutes a "separation from service" as such term is defined under Code Section 409A.

 

2.2

Gender and Number; Headings.

Except when otherwise indicated by the context, any masculine terminology when used in this Plan shall also include the feminine gender, and the definition of any term in the singular shall also include the plural. Headings of Articles and Sections herein are included solely for convenience, and if there is any conflict between such headings and the text of the Plan, the text shall control.

 

2.3

Incorporation of the Savings Plan.

The Savings Plan is hereby incorporated by reference into and shall form a part of this Plan as fully as if set forth herein verbatim. Any amendment made to the Savings Plan shall also be incorporated by reference into and form a part of this Plan, effective as of the effective date of such amendment. The Savings Plan, whenever referred to in this Plan, shall mean the Savings Plan as it exists as of the date any determination is made of benefits payable under this Plan.

Article 3.

3

 

 


Participation

 

3.1

Eligibility.

The Board shall, in its sole discretion, determine and designate the key management Employees of each participating Employer who are to be "Eligible Participants" under this Plan; provided, however, that any Employee so designated must meet the criteria for "Eligible Participant" set forth in Section 2.1(f). Such designations may be based on participation criteria established by the Board from time to time, which criteria shall be consistent with the classification of the Plan as described in Section 1.2. Such criteria shall include a requirement that the designated individual is expected to have his benefits under the Savings Plan subject to the Maximum Limits. The Board may terminate the "Eligible Participant" status of any designated Employee at any time. The Board may establish such procedures as it deems appropriate for notifying Employees of their status as Eligible Participants under this Plan.

 

3.2

Participation.

A Participant as described in Section 3.1 shall remain an active Participant under the Plan so long as he continues to meet the eligibility requirements of Section 3.1. In the event a Participant ceases to be an active Participant by reason of termination, transfer of employment, loss of eligibility or other loss of active Participant status, he shall continue as an inactive Participant so long as he has an Account balance under the Plan. Any Participant under this Plan prior to January 1, 2009 shall be an inactive Participant thereafter to the extent he has an Account balance from such prior participation carried forward under this Plan on and after January 1, 2009. Notwithstanding the foregoing, from and after January 1, 2009, no newly hired Employees, re-hired Employees or current Employees not selected or otherwise eligible to be a Participant under the Plan prior to January 1, 2009, shall be eligible to commence participation in the Plan.

Article 4.

4

 

 


Contributions; Vesting; Distributions

 

4.1

Restoration Contributions.

(a)

Amount of Restoration Contributions. For purposes hereof, each Participant shall be deemed to have made Pre-Tax Basic Contributions in the amount of six percent of Compensation under the Savings Plan (or such maximum amount of Basic Contributions as may be provided for under the Savings Plan from time to time). Each Participant shall be credited with a Restoration Contribution for each determination period in an amount equal to the difference between the amount in (1) and the amount in (2) below, where �

 

(1)

is the amount of the Employer Matching Contributions that would have been credited to such Participant under the Savings Plan if the provisions of the Savings Plan were administered without regard to the Maximum Limits; and

 

(2)

is the amount of the Employer Matching Contributions that would have been credited to such Participant under the Savings Plan with application of the Maximum Limits.

(b)

Crediting of Restoration Contributions. Restoration Contributions shall be determined and credited to Participant Accounts under the Plan at such times as Employer Matching Contributions are determined and paid under the Savings Plan. No Restoration Contributions will be made to the Plan after December 31, 2008.

 

4.2

Vesting.

A Participant shall become vested in the balance credited to his Account at the same time that he becomes vested under the Savings Plan. However, a Participant (or any benefit recipient) shall have no right to a benefit under this Plan if the Committee or the Company determines that the Participant engaged in a willful, deliberate, or gross act of commission or omission which is materially injurious to the consolidated financial condition or business of the Company.

 

4.3

Time of Distributions.

A Participant shall receive (or have paid to his Beneficiary in the case of his death) a lump-sum distribution of his vested interest in his Account on the 60th day following his Separation from Service. Notwithstanding the foregoing, if a Participant is a "specified employee" (as such term is defined in Section 409A and determined as described below in this Section 4.3) at the time of his Separation from Service, any payment payable as a result of the Participant's Separation from Service (other than death) shall not be payable before the earliest of (i) the date that is six months and one day after the Participant's Separation from Service, (ii) the date of the Participant's death, or (iii) the date that otherwise complies with the requirements of Section 409A. A Participant shall be a "specified employee" for the twelve-month period beginning on April 1 of a year if the Participant is a "key employee" as defined in Code Section 416(i) (without regard to Code Section 416(i)(5)) as of December 31 of the preceding year or using such dates as designated in accordance with Code Section 409A and in a manner that is consistent with respect to all of the Company's nonqualified deferred compensation plans. For purposes of determining the identity of specified employees, the Company may establish procedures as it deems appropriate in accordance with Code Section 409A. The value of the Participant's Account for

 

5

 

 


which a distribution is being made shall be determined as of the valuation on the relevant date as provided in Section 5.5 on which the distribution payment is being made.

4.4

Crediting of Restoration Contributions after Participant's Separation from Service.

In the event that a Participant has a Separation from Service but continues to be employed by the Company in a capacity in which he satisfies the eligibility requirements of Section 3.1, it is possible that such Participant might accrue Restoration Contributions after having already received a complete distribution of his Account ("Post-Separation Contributions"). Under such circumstances, Post-Separation Contributions will be distributed to the Participant on the last business day in February of the calendar year following the calendar year in which the accrual of such Post-Separation Contributions occurs.

 

4.5

Withdrawals and Loans.

A Participant shall not be permitted to make any withdrawals or loans from his Account under this Plan. No in-service distributions shall be allowed under the Plan.

 

4.6

Form of Payment.

All distributions with respect to a Participant's Account shall be in the form of a single lump sum cash payment.

Article 5.

6

 

 


Accounts; Credited Interest

 

5.1

Accounts.

The Committee shall maintain, or cause to be maintained, a bookkeeping Account for each Participant for the purpose of accounting for the Participant's beneficial interest under the Plan, which interest is attributable to Restoration Contributions and any Credited Interest credited to such Participant under the Plan, as adjusted to reflect charges against such Account. In addition to the foregoing bookkeeping Accounts, the Committee shall maintain, or cause to be maintained, such other accounts, subaccounts, records or books as it deems necessary to properly provide for the maintenance of Accounts under the Plan, and to carry out the intent and purposes of the Plan. The Participant's Account and any other subaccounts maintained in the name of a Participant shall comprise the Participant's Account under the Plan.

 

5.2

Crediting Restoration Contributions.

Each time a Restoration Contribution is determined with respect to a Participant as provided in Section 4.1, such Restoration Contribution shall be credited to the Participant's Account as of the date of such determination, and such Restoration Contribution shall also be credited to any applicable subaccount maintained to account for the nature and type of such Restoration Contribution.

 

5.3

Credited Interest.

A Participant shall be entitled to Credited Interest on the balance to the credit of his Account in accordance with the provisions of this Section 5.3. Such Credited Interest shall be the bank prime loan interest rate as specified for the first day of each calendar quarter and set forth in the Federal Reserve Statistical Release, applied to each day of the applicable calendar quarter. Such rate and the frequency of crediting interest may be determined from time to time by the Committee, or by a person or persons as delegated by the Committee, provided that the frequency of crediting shall at least be on a quarterly basis.

 

5.4

Adjustment of Accounts.

Restoration Contributions shall be credited to the Accounts of Participants as provided in Section 5.2. Credited Interest on the balances in the Accounts of each Participant shall be credited to such Accounts as provided in Section 5.3. Charges to a Participant's Account to reflect any distribution payments with respect to such Participant under the Plan shall be as of the date of any such payment. The Participant Accounts under the Plan shall also be adjusted and charged for any administrative expenses or taxes as are applicable to Accounts, to the extent such expenses and taxes are not separately paid for by the Employers.

 

5.5

Account Balances.

As of any relevant date, a Participant's balance credited to his Account shall be the value of the balance standing to the credit of his Account upon the completion of the valuation as of the last preceding or coincident relevant valuation as regards his Account, adjusted to reflect any credits or charges made to such Account since such date or dates, including, without limitation, those adjustments to reflect Restoration Contributions to and payments from such Account.

 

7

 

 


5.6

Account Statements.

The Committee may provide each Participant with a statement of the status of his Account under the Plan. The Committee may provide such statement annually or at such other times as the Committee may determine from time to time, and such statement shall be in the format as prescribed by the Committee.

Article 6.

8

 

 


Administration

 

6.1

Administration.

This Plan shall be administered by the Committee appointed pursuant to the terms of the Savings Plan. The Committee shall administer this Plan in conjunction with the administration of the Savings Plan, except that this Plan shall be administered as an unfunded plan which is not intended to meet the qualification requirements of Code Section 401. The Committee shall have the same rights and authority granted to it under the Savings Plan, which shall include the full power and authority to interpret, construe and administer this Plan. The Committee shall also maintain a claims procedure for the benefit of Participants as set forth in the Savings Plan. The Committee shall establish and maintain such accounts or records as the Committee may from time to time consider necessary. Members of the Committee shall not participate in any action or determination regarding their own benefits under the Plan.

 

6.2

Finality of Determination.

The determination of the Committee as to any disputed questions arising under this Plan, including questions of construction and interpretation shall be final, binding, and conclusive upon all persons.

 

6.3

Expenses.

The expenses of administering this Plan shall be borne by the Employers in the proportions determined by the Committee.

 

6.4

Section 409A of the Code.

This Plan is intended to comply with Section 409A of the Code and ambiguous provisions hereof, if any, shall be construed and interpreted in a manner that is compliant with the application of Section 409A. The Plan shall neither cause nor permit any payment, benefit or consideration to be substituted for a benefit that is payable under this Plan if such action would result in the failure of any amount that is subject to Section 409A of the Code to comply with the applicable requirements of Section 409A of the Code.

6.5

Indemnification and Exculpation.

The members of the Committee, its agents, and officers, directors, and employees of the Company or any other Employer shall be indemnified and held harmless by the Employer against and from any and all loss, cost, liability, or expense that may be imposed upon or reasonably incurred by them in connection with or resulting from any claim, action, suit, or proceeding to which they may be a party or in which they may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by them in settlement (with the Company's written approval) or paid by them in satisfaction of a judgment in any such action, suit, or proceeding. The foregoing provision shall not be applicable to any person if the loss, cost, liability, or expense is due to such person's gross negligence or willful misconduct.

 

Article 7.

9

 

 


Funding of the Plan

 

7.1

Funding.

All amounts paid under this Plan shall be paid from the general assets of the participating Employers. Benefits shall be reflected on the accounting records of the Employers, but neither this Plan nor the maintenance of such accounting records shall be construed to create, or require the creation of a trust, custodial account, or escrow account with respect to any Participant. No Participant shall have any right, title, or interest whatsoever in or to any investment reserves, accounts, or funds, that the Employers may purchase, establish, or accumulate to aid in providing the unfunded benefit payments described in the Plan. Nothing contained in this Plan, and no action taken pursuant to its provisions, shall create, or be construed to create, a trust or fiduciary relationship of any kind between an Employer or the Committee and a Participant or any other person. Participants shall not acquire any interest under the Plan greater than that of an unsecured general creditor of an Employer. The trust fund maintained pursuant to the Savings Plan shall not be liable for any benefits accrued under this Plan.

Article 8.

10

 

 


Merger, Amendment, and Termination

 

8.1

Merger, Consolidation, or Acquisition.

In the event of a merger, consolidation, or acquisition where an Employer is not the surviving organization, unless the successor or acquiring organization shall elect to continue and carry on the Plan, this Plan shall terminate with respect to such Employer, and no additional benefits shall accrue for the Participants of such organization. Unpaid benefits shall continue to be paid as scheduled unless the successor or acquiring organization elects to accelerate payment.

 

8.2

Amendment and Termination.

The Board may amend, modify, or terminate this Plan at any time and in any manner. Such actions by the Board shall be binding upon all other Employers. In the event of a termination of this Plan pursuant to this Section 8.2, no further benefits shall accrue under this Plan, and amounts which are then payable shall continue to be an obligation of the Employer and shall be paid as scheduled; provided, however, that the Company reserves the right, in its sole discretion, to accelerate payments to the affected Participants in the event of a complete or partial termination of the Plan.

Article 9.

11

 

 


Adoption Procedure

 

9.1

Adoption Procedure.

With the consent of the Company, any other organization which satisfies the definition of Affiliate under the Savings Plan and which is eligible by the law to do so may adopt this Plan for the benefit of its Employees who are or who become Participants under the Savings Plan, on express condition that the Company assumes no liability as a result of any such adoption of this Plan by any other organization. Such other organization may adopt this Plan by–

(a)

executing an adoption instrument adopting the Plan, and agreeing to be bound as an participating Employer by all the terms, provisions, conditions, and limitations of the Plan; and

(b)

compiling and submitting all information required by the Company with reference to persons in its employment eligible for participation in the Plan.

The adoption instrument shall specify the effective date of such adoption of the Plan and shall become, as to such organization and persons in its employment, a part of this Plan. The participating Employers under the Plan shall be determined by the Board.

 

9.2

Withdrawal of Employer.

Any participating Employer may withdraw from the Plan by giving 60 days' advance notice in writing of its intention to withdraw to the Committee, unless a shorter notice shall be agreed to by the Committee.

Article 10.

12

 

 


General Provisions

 

10.1

Nonalienation.

No benefit payable at any time under the Plan shall be subject in any manner to alienation, sale, transfer, assignment, pledge, attachment, garnishment, or encumbrance of any kind, and shall not be subject to or reached by any legal or equitable process (including execution, garnishment, attachment, pledge, or bankruptcy) in satisfaction of any debt, liability, or obligation, prior to receipt. Any attempt to alienate, sell, transfer, assign, pledge, or otherwise encumber any such benefit, whether presently or thereafter payable, shall be void. Notwithstanding the foregoing provisions of this Section 10.1, no benefit amount payable under the Plan shall be payable until and unless any and all amounts representing debts or other obligations owed to the Company or other Employer by the Participant with respect to whom such amount would otherwise be payable shall have been fully paid.

 

10.2

Beneficiary Designations.

A Participant may designate a Beneficiary who upon his death is to receive the benefits that otherwise would have been paid to him under the Plan. Such designation must be made and delivered to the Committee or its designee during the Participant's lifetime, and must be made in writing on a form prescribed for that purpose by the Committee. Absent a specific Beneficiary designation with respect to this Plan, the Participant's Beneficiary shall be his Beneficiary as designated and determined with respect to and pursuant to the terms of the Savings Plan.

 

10.3

Effect on Other Benefit Plans.

Amounts credited or paid under this Plan shall not be considered to be compensation for the purposes of the Savings Plan or any other plans maintained by an Employer. The treatment of such amounts under other employee benefit plans shall be determined pursuant to the provisions of such plans.

 

10.4

Severability.

In the event any provision of this Plan shall be held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining parts of this Plan, but this Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted, and the Company shall have the privilege and opportunity to correct and remedy such questions of illegality or invalidity by amendment as provided in this Plan.

 

10.5

Applicable Law.

This Plan shall be governed and construed in accordance with the laws of the State of Texas.

 

10.6

Employer-Employee Relationship.

The establishment of this Plan shall not be construed as conferring any legal or other rights upon any Employee or any person for a continuation of employment, nor shall it interfere with the rights of an Employer to discharge any Employee or otherwise act with relation to the Employee. An Employer may take any action (including discharge) with respect to any Employee or other person and may treat such person without regard to the effect that such action or treatment might have upon such person as a Participant under this Plan.

 

13

 

 


10.7

Incompetence.

Every person receiving or claiming benefits under the Plan shall be conclusively presumed to be mentally competent until the date on which the Committee receives a written notice, in a form and manner acceptable to the Committee, that such person is incompetent, and that a guardian, conservator, or other person legally vested with the care of such person's person or estate has been appointed; provided, however, that if the Committee shall find that any person to whom a benefit is payable under the Plan is unable to care for such person's affairs because of incompetency, any payment due (unless a prior claim therefor shall have been made by a duly appointed legal representative) may be paid as provided in the Savings Plan. Any such payment so made shall be a complete discharge of liability therefor under the Plan.

 

10.8

Binding on Employer, Participants and Their Successors.

This Plan shall be binding upon and inure to the benefit of the Employers, their successors and assigns and the Participants, their heirs, executors, administrators and legal representatives. The provisions of this Plan shall be applicable with respect to each Employer separately, and amounts payable hereunder shall be paid by the Employer of the particular Participant. In the event any Participant becomes entitled to a benefit under the Savings Plan based on service with more than one Employer, the benefit obligations under this Plan shall be apportioned among such Employers as determined by the Committee.

 

10.9

Tax Liability.

An Employer may withhold from any payment of benefits hereunder any taxes required to be withheld and such sum as the Employer may reasonably estimate to be necessary to cover any taxes for which the Employer may be liable and which may be assessed with regard to such payment.

 

14

 

 


IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officers this 31 day of December, 2008, but effective as of January 1, 2009.

TRANSOCEAN LTD.

 

 
 

By: _/s/ Cheryl D. Richards_____________

 

 

Name: __Cheryl D. Richards___________

 

 

Title: ___Senior Vice President, Human Resources and IPS____

 

15

 

 

 

Exhibit 21

 


Subsidiaries of Transocean Ltd.

 

 

Name

Jurisdiction

Percent Owned*

15375 Memorial Corporation

Delaware

100.00%

Agua Profundas Limitada

Angola

60.00%

Angola Deepwater Drilling Company (Operations) Ltd.

Cayman Islands

65.00%

Angola Deepwater Drilling Company (Rig) Ltd.

Cayman Islands

65.00%

Angola Deepwater Drilling Company Ltd.

Cayman Islands

65.00%

Applied Drilling Technology Inc.

Texas

100.00%

Arcade Drilling AS

Norway

100.00%

Ashgrove Carriers Ltd.

Liberia

100.00%

Blegra Asset Holdings Limited

Cyprus

100.00%

Blegra Asset Management Limited

Cyprus

100.00%

Blegra Financing Limited

Cyprus

100.00%

Blegra Holdings Limited

Cyprus

100.00%

Campeche Drilling Services Inc.

Delaware

100.00%

Caspian Sea Ventures International Ltd.

British Virgin Islands

100.00%

Challenger Minerals (Accra) Inc.

Cayman Islands

100.00%

Challenger Minerals (Celtic Sea) Limited

British Virgin Islands

100.00%

Challenger Minerals (Nigeria) Limited

NIgeria

100.00%

Challenger Minerals (North Sea) Limited

Scotland

100.00%

Challenger Minerals Inc.

California

100.00%

Cliffs Drilling do Brasil Servicos de Petroleo S/C Ltda.

Brazil

100.00%

Covent Garden - Servi�os e Marketing Sociedade Unipessoal Lda

Portugal

100.00%

Deepwater Drilling II L.L.C.

Delaware

100.00%

Deepwater Drilling L.L.C.

Delaware

100.00%

Deepwater Pacific 1 Inc.

British Virgin Islands

50.00%

Deepwater Pacific 2 Inc.

British Virgin Islands

50.00%

Eaton Industries of Houston, Inc.

Texas

100.00%

Elder Trading Co.

Liberia

100.00%

Entities Holdings, Inc.

Delaware

100.00%

Falcon Atlantic Ltd.

Cayman Islands

100.00%

Global Marine Inc.

Delaware

100.00%

Global Offshore Drilling Limited

Nigeria

70.00%

GlobalSantaFe (Africa) Inc.

Cayman Islands

100.00%

GlobalSantaFe (Labuan) Inc.

Malaysia

100.00%

GlobalSantaFe (Norge) AS

Norway

100.00%

GlobalSantaFe AG

Switzerland

97.00%

GlobalSantaFe Arctic Ltd.

Canada

100.00%

GlobalSantaFe B.V.

Netherlands

100.00%

 

 


Subsidiaries of Transocean Ltd.

 

 

GlobalSantaFe Beaufort Sea Inc.

Delaware

100.00%

GlobalSantaFe C.R. Luigs Limited

England

100.00%

GlobalSantaFe Campeche Holdings LLC

Delaware

100.00%

GlobalSantaFe Caribbean Inc.

California

100.00%

GlobalSantaFe Communications, Inc.

Delaware

100.00%

GlobalSantaFe Corporate Services Inc.

Delaware

100.00%

GlobalSantaFe de Venezuela Inc.

Delaware

100.00%

GlobalSantaFe Deepwater Drilling LLC

Delaware

100.00%

GlobalSantaFe Denmark Holdings ApS

Denmark

100.00%

GlobalSantaFe Development Inc.

California

100.00%

GlobalSantaFe do Brasil Ltda.

Brazil

100.00%

GlobalSantaFe Drilling (N.A.) N.V.

Netherlands Antilles

100.00%

GlobalSantaFe Drilling (South Atlantic) Inc.

British Virgin Islands

100.00%

GlobalSantaFe Drilling Company

Delaware

100.00%

GlobalSantaFe Drilling Company (Canada) Limited

Nova Scotia

100.00%

GlobalSantaFe Drilling Company (North Sea) Limited

England

100.00%

GlobalSantaFe Drilling Company (Overseas) Limited

England

100.00%

GlobalSantaFe Drilling Mexico, S. de R.L. de C.V.

Mexico

100.00%

GlobalSantaFe Drilling Operations Inc.

Cayman Islands

100.00%

GlobalSantaFe Drilling Services (North Sea) Limited

England

100.00%

GlobalSantaFe Drilling Trinidad LLC

Delaware

100.00%

GlobalSantaFe Drilling Venezuela, C.A.

Venezuela

100.00%

GlobalSantaFe Financial Services (Luxembourg) S.a.r.l.

Luxembourg

100.00%

GlobalSantaFe GOM Services Inc.

British Virgin Islands

100.00%

GlobalSantaFe Group Financing Limited Liability Company

Hungary

100.00%

GlobalSantaFe Holding Company (North Sea) Limited

England

100.00%

GlobalSantaFe Hungary Services Limited Liability Company

Hungary

100.00%

GlobalSantaFe International (Canada) Drilling Company

Nova Scotia

100.00%

GlobalSantaFe International Drilling Corporation

Bahamas

100.00%

GlobalSantaFe International Drilling Inc.

British Virgin Islands

100.00%

GlobalSantaFe International Services Inc.

Panama

100.00%

GlobalSantaFe Leasing Corporation

Bahamas

100.00%

GlobalSantaFe Leasing Limited

British Virgin Islands

100.00%

GlobalSantaFe Mexico Holdings LLC

Delaware

100.00%

GlobalSantaFe Nederland B.V.

Netherlands

100.00%

GlobalSantaFe Offshore Services Inc.

Cayman Islands

100.00%

GlobalSantaFe Operations (Australia) Pty Ltd

Australia

100.00%

 

 


Subsidiaries of Transocean Ltd.

 

 

GlobalSantaFe Operations (BVI) Inc.

British Virgin Islands

100.00%

GlobalSantaFe Operations (Mexico) LLC

Delaware

100.00%

GlobalSantaFe Operations Inc.

Cayman Islands

100.00%

GlobalSantaFe Overseas Limited

Bahamas

100.00%

GlobalSantaFe Saudi Arabia Ltd.

British Virgin Islands

100.00%

GlobalSantaFe Services (BVI) Inc.

British Virgin Islands

100.00%

GlobalSantaFe Services (Egypt) LLC

Egypt

100.00%

GlobalSantaFe Services Netherlands B.V.

Netherlands

100.00%

GlobalSantaFe Servicios de Venezuela, C.A.

Venezuela

100.00%

GlobalSantaFe South America LLC

Delaware

100.00%

GlobalSantaFe Southeast Asia Drilling Pte. Ltd.

Singapore

100.00%

GlobalSantaFe Tampico, S. de R.L. de C.V.

Mexico

100.00%

GlobalSantaFe Technical Services Egypt LLC

Egypt

100.00%

GlobalSantaFe Techserv (North Sea) Limited

England

100.00%

GlobalSantaFe U.S. Drilling Inc.

Delaware

100.00%

GlobalSantaFe U.S. Holdings Inc.

Delaware

100.00%

GlobalSantaFe West Africa Drilling Limited

Bahamas

100.00%

GSF Caymans Holdings Inc.

Cayman Islands

100.00%

Hellerup Finance International Ltd.

Ireland

100.00%

Intermarine Services (International) Limited

Bahamas

100.00%

Intermarine Services Inc.

Texas

100.00%

Intermarine Servi�os Petroliferos Ltda.

Brazil

100.00%

International Chandlers, Inc.

Texas

100.00%

Key Perfuracoes Maritimas Limitada

Brazil

100.00%

MSF Offshore Services India Private Limited

India

100.00%

Oilfield Services, Inc.

Cayman Islands

100.00%

Overseas Drilling Limited

Cayman Islands

50.00%

P.T. Hitek Nusantara Offshore Drilling

Indonesia

80.00%

P.T. Santa Fe Supraco Indonesia

Indonesia

95.00%

Platform Capital N.V.

Netherlands Antilles

100.00%

Platform Financial N.V.

Netherlands Antilles

100.00%

PT Transocean Indonesia

Indonesia

100.00%

R&B Falcon (A) Pty Ltd

Australia

100.00%

R&B Falcon (Caledonia) Ltd.

England

100.00%

R&B Falcon (Ireland) Limited

Ireland

100.00%

R&B Falcon (U.K.) Ltd.

England and Wales

100.00%

R&B Falcon B.V.

Netherlands

100.00%

R&B Falcon Deepwater (UK) Limited

England

100.00%

 

 


Subsidiaries of Transocean Ltd.

 

 

R&B Falcon Drilling (International & Deepwater) Inc. LLC

Delaware

100.00%

R&B Falcon Drilling Co. LLC

Oklahoma

100.00%

R&B Falcon Drilling Limited, LLC

Oklahoma

100.00%

R&B Falcon Exploration Co. LLC

Oklahoma

100.00%

R&B Falcon International Energy Services B.V.

Netherlands

100.00%

R&B Falcon Offshore Limited, LLC

Oklahoma

100.00%

R&B Falcon, Inc. LLC

Oklahoma

100.00%

RB Mediterranean Ltd.

Cayman Islands

100.00%

RBF (Nigeria) Limited

Nigeria

100.00%

RBF Drilling Co. LLC

Oklahoma

100.00%

RBF Drilling Services, Inc. LLC

Oklahoma

100.00%

RBF Exploration LLC

Delaware

100.00%

RBF Finance Co.

Delaware

100.00%

RBF Rig Corporation, LLC

Oklahoma

100.00%

Reading & Bates Coal Co., LLC

Nevada

100.00%

Reading & Bates-Demaga Perfuracoes Ltda.

Brazil

100.00%

Resource Rig Supply Inc.

Delaware

100.00%

Ranger Insurance Limited

Cayman Islands

100.00%

Santa Fe Braun Inc.

Delaware

100.00%

Santa Fe Construction Company

Delaware

100.00%

Santa Fe Drilling (Nigeria) Limited

Nigeria

60.00%

Santa Fe Drilling Company (U.K.) Limited

England

100.00%

Santa Fe Drilling Company of Venezuela, C.A.

California

100.00%

Santa Fe Servicos de Perfuracao Limitada

Brazil

100.00%

Saudi Drilling Company Limited

Saudi Arabia

100.00%

SDS Offshore Ltd.

England and Wales

100.00%

Sedco Forex Corporation

Delaware

100.00%

Sedco Forex Holdings Limited

British Virgin Islands

100.00%

Sedco Forex International Drilling, Inc.

Panama

100.00%

Sedco Forex International Services, S.A.

Panama

100.00%

Sedco Forex International, Inc.

Panama

100.00%

Sedco Forex of Nigeria Limited

Nigeria

60.00%

Sedco Forex Technology, Inc.

Panama

100.00%

Sedneth Panama S.A.

Panama

100.00%

Sefora Maritime Ltd.

British Virgin Islands

100.00%

Services Petroliers Transocean

France

100.00%

Shore Services, LLC

Texas

100.00%

Sonat Brasocean Servicos de Perfuracoes Ltda.

Brazil

100.00%

Sonat Offshore do Brasil Perfuracoes Maritimos Ltda.

Brazil

100.00%

 

 


Subsidiaries of Transocean Ltd.

 

 

Sonat Offshore S.A.

Panama

100.00%

T.I. Internationa Mexico S. de R.L. de C.V.

Mexico

100.00%

TODDI Holdings LLC

Delaware

100.00%

TOIVL Holdings Limited

Cayman Islands

100.00%

Transocean (Mediterranean & Red Sea) Drilling Limited

Cayman Islands

100.00%

Transocean Africa Drilling Limited

Cayman Islands

100.00%

Transocean Alaskan Ventures Inc.

Delaware

100.00%

Transocean Arctic Limited

Cayman Islands

100.00%

Transocean Asie Services Sdn Bhd.

Malaysia

100.00%

Transocean Benefit Services SRL

Barbados

100.00%

Transocean Brasil Ltda.

Brazil

100.00%

Transocean Canada Co.

Nova Scotia

100.00%

Transocean Construction Management Ltd.

Cayman Islands

100.00%

Transocean Cunningham LLC

Delaware

100.00%

Transocean Deepwater Frontier Limited

Cayman Islands

100.00%

Transocean Deepwater Holdings Limited

Cayman Islands

100.00%

Transocean Deepwater Inc.

Delaware

100.00%

Transocean Deepwater Nautilus Limited

Cayman Islands

100.00%

Transocean Deepwater Pathfinder Limited

Cayman Islands

100.00%

Transocean Discoverer 534 LLC

Delaware

100.00%

Transocean Drilling (U.S.A.) Inc.

Texas

100.00%

Transocean Drilling Ltd.

Scotland

100.00%

Transocean Drilling Sdn. Bhd.

Malaysia

100.00%

Transocean Drilling Services Inc.

Delaware

100.00%

Transocean Drilling Services (India) Private Limited

India

100.00%

Transocean Drilling U.K. Limited

Scotland

100.00%

Transocean Eastern Pte Ltd

Singapore

100.00%

Transocean Enterprise Inc.

Delaware

100.00%

Transocean Europe Holdings Limited

Cayman Islands

100.00%

Transocean Europe Ventures Holdings Limited

Cayman Islands

100.00%

Transocean Finance Limited

Cayman Islands

100.00%

Transocean Holdings LLC

Delaware

100.00%

Transocean I AS

Norway

100.00%

Transocean Inc.

Cayman Islands

100.00%

Transocean India Limited

Cayman Islands

100.00%

Transocean International Drilling Limited

Cayman Islands

100.00%

Transocean International Drilling Inc.

Delaware

100.00%

Transocean International Holdings Limited

Cayman Islands

100.00%

Transocean International Resources Limited

British Virgin Islands

100.00%

Transocean Investimentos Ltda.

Brazil

100.00%

 

 


Subsidiaries of Transocean Ltd.

 

 

Transocean Investments S.a.r.l.

Luxembourg

100.00%

Transocean Jupiter LLC

Delaware

100.00%

Transocean LR34 LLC

Delaware

100.00%

Transocean Management Inc.

Delaware

100.00%

Transocean Management Ltd.

Geneva, Switzerland

100.00%

Transocean Marine Limited

Cayman Islands

100.00%

Transocean Mediterranean LLC

Delaware

100.00%

Transocean Nautilus Limited

Cayman Islands

100.00%

Transocean North Sea Limited

Bahamas

100.00%

Transocean Offshore (Cayman) Inc.

Cayman Islands

100.00%

Transocean Offshore (North Sea) Limited

Cayman Islands

100.00%

Transocean Offshore (U.K.) Inc.

Delaware

100.00%

Transocean Offshore Canada Services Ltd.

Alberta

100.00%

Transocean Offshore Caribbean Sea, L.L.C.

Delaware

100.00%

Transocean Offshore D.V. Inc

Delaware

100.00%

Transocean Offshore Deepwater Drilling Inc.

Delaware

100.00%

Transocean Offshore Deepwater Holdings Limited

Cayman Islands

100.00%

Transocean Offshore Drilling Limited

England and Wales

100.00%

Transocean Offshore Drilling Services, LLC

Delaware

100.00%

Transocean Offshore Europe Limited

Cayman Islands

100.00%

Transocean Offshore Holdings Limited

Cayman Islands

100.00%

Transocean Offshore International Limited

Cayman Islands

100.00%

Transocean Offshore International Ventures Limited

Cayman Islands

100.00%

Transocean Offshore Limited

Cayman Islands

100.00%

Transocean Offshore Norway Inc.

Delaware

100.00%

Transocean Offshore Services Ltd.

Cayman Islands

100.00%

Transocean Offshore USA Inc.

Delaware

100.00%

Transocean Offshore Ventures Inc.

Delaware

100.00%

Transocean Onshore Support Services Limited

Scotland

100.00%

Transocean Pacific Drilling Holdings Limited

Cayman Islands

100.00%

Transocean Pacific Drilling Inc.

British Virgin Islands

50.00%

Transocean Payroll Services SRL

Barbados

100.00%

Transocean Perfuracoes Ltda.

Brazil

100.00%

Transocean Richardson LLC

Delaware

100.00%

Transocean Sedco Forex Ventures Limited

Cayman Islands

100.00%

Transocean Services AS

Norway

100.00%

Transocean Services UK Limited

England and Wales

100.00%

Transocean Seven Seas LLC

Delaware

100.00%

 

 


Subsidiaries of Transocean Ltd.

 

 

Transocean Support Services Limited

Cayman Islands

100.00%

Transocean Support Services Nigeria Limited

Nigeria

100.00%

Transocean Support Services Pvt. Limited

India

100.00%

Transocean Technical Services Inc.

Panama

100.00%

Transocean Treasury Services SRL

Barbados

100.00%

Transocean UK Limited

England and Wales

100.00%

Transocean Worldwide Inc.

Cayman Islands

100.00%

Triton Asset Limited

Cayman Islands

100.00%

Triton Asset Management Limited

Cayman Islands

100.00%

Triton Drilling Limited

Cayman Islands

100.00%

Triton Drilling Mexico LLC

Delaware

100.00%

Triton Financing Kft.

Hungary

100.00%

Triton Holdings Limited

British Virgin Islands

100.00%

Triton Hungary Asset Management LLC

Hungary

100.00%

Triton Hungary Investments 1 Kft.

Hungary

100.00%

Triton Hungary Investments 2 Kft.

Hungary

100.00%

Triton Industries, Inc.

Panama

100.00%

Triton Management Services LLC

Hungary

100.00%

Triton Nautilus Asset Management LLC

Hungary

100.00%

Triton Offshore Leasing Services Limited

Labuan, Malaysia

100.00%

Triton Pacific Limited

England and Wales

100.00%

Turnkey Ventures de Mexico Inc.

Delaware

100.00%

Wilrig Drilling (Canada) Inc.

Canada

100.00%

Wilrig Offshore (UK) Ltd.

England and Wales

100.00%

 

 

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the following Registration Statements of Transocean Ltd.:         

 

 

 

(1)

Registration Statement (Form S-4 No. 333-46374-99) as amended by Post-Effective Amendments on Form S-8 and Form S-3,

   

 

(2)

Registration Statement (Form S-4 No. 333-54668-99) as amended by Post-Effective Amendments on Form S-8 and Form S-3,

   

 

(3)

Registration Statement (Form S-8 No. 033-64776-99) as amended by Post-Effective Amendments on Form S-8,

   

 

(4)

Registration Statement (Form S-8 No. 333-12475-99) as amended by Post-Effective Amendments on Form S-8,

   

 

(5)

Registration Statement (Form S-8 No. 333-58211-99) as amended by Post-Effective Amendments on Form S-8,

   

 

(6)

Registration Statement (Form S-8 No. 333-58203-99) as amended by Post-Effective Amendments on Form S-8,

   

 

(7)

Registration Statement (Form S-8 No. 333-94543-99) as amended by Post-Effective Amendment on Form S-8,

   

 

(8)

Registration Statement (Form S-8 No. 333-94569-99) as amended by Post-Effective Amendment on Form S-8,

   

 

(9)

Registration Statement (Form S-8 No. 333-94551-99) as amended by Post-Effective Amendment on Form S-8,

   

 

(10)

Registration Statement (Form S-8 No. 333-75532-99) as amended by Post-Effective Amendment on Form S-8,

   

 

(11)

Registration Statement (Form S-8 No. 333-75540-99) as amended by Post-Effective Amendment on Form S-8,

   

 

(12)

Registration Statement (Form S-8 No. 333-106026-99) as amended by Post-Effective Amendment on Form S-8,

   

 

(13)

Registration Statement (Form S-8 No. 333-115456-99) as amended by Post-Effective Amendment on Form S-8,

   

 

(14)

Registration Statement (Form S-8 No. 333-130282-99) as amended by Post-Effective Amendment on Form S-8,

   

 

(15)

Registration Statement (Form S-8 No. 333-147669-99) as amended by Post-Effective Amendment on Form S-8, and

   

 

(16)

Registration Statement (Form S-3 No. 333-156379);

 

 

of our reports dated February 24, 2009, with respect to the consolidated financial statements and schedule of Transocean Ltd. and Subsidiaries and the effectiveness of internal control over financial reporting of Transocean Ltd., included in this Annual Report (Form 10-K) for the year ended December 31, 2008.

 

                                                                                                       /s/ Ernst & Young LLP

 

Houston, Texas

February 24, 2009

 

 

TRANSOCEAN LTD.

 

Power of Attorney

 

WHEREAS, TRANSOCEAN LTD., a Swiss company (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, an Annual Report on Form 10-K for the fiscal year ended December 31, 2008 of the Company, together with any and all exhibits, documents and other instruments and documents necessary, advisable or appropriate in connection therewith, including any amendments thereto (the "Form 10-K");

NOW, THEREFORE, the undersigned, in his capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint Robert L. Long, Gregory L. Cauthen, Eric B. Brown, E. Chipman Earle and John H. Briscoe, and each of them severally, his true and lawful attorney or attorneys with power to act with or without the other, and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as director, officer or both, as the case may be, of the Company, the Form 10-K and any and all amendments thereto, including any and all exhibits and other instruments and documents said attorney or attorneys shall deem necessary, appropriate or advisable in connection therewith, and to file the same with the Commission and to appear before the Commission in connection with any matter relating thereto. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts that said attorneys and each of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of the 24th day of February, 2009.

 

 

By: /s/ W. Richard Anderson

 

Name: W. RICHARD ANDERSON

 


TRANSOCEAN LTD.

 

Power of Attorney

 

WHEREAS, TRANSOCEAN LTD., a Swiss company (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, an Annual Report on Form 10-K for the fiscal year ended December 31, 2008 of the Company, together with any and all exhibits, documents and other instruments and documents necessary, advisable or appropriate in connection therewith, including any amendments thereto (the "Form 10-K");

NOW, THEREFORE, the undersigned, in his capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint Robert L. Long, Gregory L. Cauthen, Eric B. Brown, E. Chipman Earle and John H. Briscoe, and each of them severally, his true and lawful attorney or attorneys with power to act with or without the other, and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as director, officer or both, as the case may be, of the Company, the Form 10-K and any and all amendments thereto, including any and all exhibits and other instruments and documents said attorney or attorneys shall deem necessary, appropriate or advisable in connection therewith, and to file the same with the Commission and to appear before the Commission in connection with any matter relating thereto. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts that said attorneys and each of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of the 24th day of February, 2009.

 

 

By: /s/ Thomas W. Cason

 

Name: THOMAS W. CASON

 


TRANSOCEAN LTD.

 

Power of Attorney

 

WHEREAS, TRANSOCEAN LTD., a Swiss company (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, an Annual Report on Form 10-K for the fiscal year ended December 31, 2008 of the Company, together with any and all exhibits, documents and other instruments and documents necessary, advisable or appropriate in connection therewith, including any amendments thereto (the "Form 10-K");

NOW, THEREFORE, the undersigned, in his capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint Robert L. Long, Gregory L. Cauthen, Eric B. Brown, E. Chipman Earle and John H. Briscoe, and each of them severally, his true and lawful attorney or attorneys with power to act with or without the other, and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as director, officer or both, as the case may be, of the Company, the Form 10-K and any and all amendments thereto, including any and all exhibits and other instruments and documents said attorney or attorneys shall deem necessary, appropriate or advisable in connection therewith, and to file the same with the Commission and to appear before the Commission in connection with any matter relating thereto. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts that said attorneys and each of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of the 24th day of February, 2009.

 

 

By:

/s/ Richard L. George

 

Name: RICHARD L. GEORGE

 

 


Power of Attorney

 

WHEREAS, TRANSOCEAN LTD., a Swiss company (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, an Annual Report on Form 10-K for the fiscal year ended December 31, 2008 of the Company, together with any and all exhibits, documents and other instruments and documents necessary, advisable or appropriate in connection therewith, including any amendments thereto (the "Form 10-K");

NOW, THEREFORE, the undersigned, in his capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint Robert L. Long, Gregory L. Cauthen, Eric B. Brown, E. Chipman Earle and John H. Briscoe, and each of them severally, his true and lawful attorney or attorneys with power to act with or without the other, and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as director, officer or both, as the case may be, of the Company, the Form 10-K and any and all amendments thereto, including any and all exhibits and other instruments and documents said attorney or attorneys shall deem necessary, appropriate or advisable in connection therewith, and to file the same with the Commission and to appear before the Commission in connection with any matter relating thereto. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts that said attorneys and each of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of the 24th day of February, 2009.

 

 

By: /s/ Victor E. Grijalva

 

Name: VICTOR E. GRIJALVA

 


TRANSOCEAN LTD.

 

Power of Attorney

 

WHEREAS, TRANSOCEAN LTD., a Swiss company (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, an Annual Report on Form 10-K for the fiscal year ended December 31, 2008 of the Company, together with any and all exhibits, documents and other instruments and documents necessary, advisable or appropriate in connection therewith, including any amendments thereto (the "Form 10-K");

NOW, THEREFORE, the undersigned, in his capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint Robert L. Long, Gregory L. Cauthen, Eric B. Brown, E. Chipman Earle and John H. Briscoe, and each of them severally, his true and lawful attorney or attorneys with power to act with or without the other, and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as director, officer or both, as the case may be, of the Company, the Form 10-K and any and all amendments thereto, including any and all exhibits and other instruments and documents said attorney or attorneys shall deem necessary, appropriate or advisable in connection therewith, and to file the same with the Commission and to appear before the Commission in connection with any matter relating thereto. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts that said attorneys and each of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of the 24th day of February, 2009.

 

 

By: /s/ Martin B. McNamara

 

Name: MARTIN B. MCNAMARA

 


TRANSOCEAN LTD.

 

Power of Attorney

 

WHEREAS, TRANSOCEAN LTD., a Swiss company (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, an Annual Report on Form 10-K for the fiscal year ended December 31, 2008 of the Company, together with any and all exhibits, documents and other instruments and documents necessary, advisable or appropriate in connection therewith, including any amendments thereto (the "Form 10-K");

NOW, THEREFORE, the undersigned, in his capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint Robert L. Long, Gregory L. Cauthen, Eric B. Brown, E. Chipman Earle and John H. Briscoe, and each of them severally, his true and lawful attorney or attorneys with power to act with or without the other, and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as director, officer or both, as the case may be, of the Company, the Form 10-K and any and all amendments thereto, including any and all exhibits and other instruments and documents said attorney or attorneys shall deem necessary, appropriate or advisable in connection therewith, and to file the same with the Commission and to appear before the Commission in connection with any matter relating thereto. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts that said attorneys and each of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of the 24th day of February, 2009.

 

 

By: /s/ Edward R. Muller

 

Name: EDWARD R. MULLER

 


TRANSOCEAN LTD.

 

Power of Attorney

 

WHEREAS, TRANSOCEAN LTD., a Swiss company (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, an Annual Report on Form 10-K for the fiscal year ended December 31, 2008 of the Company, together with any and all exhibits, documents and other instruments and documents necessary, advisable or appropriate in connection therewith, including any amendments thereto (the "Form 10-K");

NOW, THEREFORE, the undersigned, in his capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint Robert L. Long, Gregory L. Cauthen, Eric B. Brown, E. Chipman Earle and John H. Briscoe, and each of them severally, his true and lawful attorney or attorneys with power to act with or without the other, and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as director, officer or both, as the case may be, of the Company, the Form 10-K and any and all amendments thereto, including any and all exhibits and other instruments and documents said attorney or attorneys shall deem necessary, appropriate or advisable in connection therewith, and to file the same with the Commission and to appear before the Commission in connection with any matter relating thereto. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts that said attorneys and each of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of the 24th day of February, 2009.

 

 

By: /s/ Robert E. Rose

 

Name: ROBERT E. ROSE

 


TRANSOCEAN LTD.

 

Power of Attorney

 

WHEREAS, TRANSOCEAN LTD., a Swiss company (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, an Annual Report on Form 10-K for the fiscal year ended December 31, 2008 of the Company, together with any and all exhibits, documents and other instruments and documents necessary, advisable or appropriate in connection therewith, including any amendments thereto (the "Form 10-K");

NOW, THEREFORE, the undersigned, in his capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint Robert L. Long, Gregory L. Cauthen, Eric B. Brown, E. Chipman Earle and John H. Briscoe, and each of them severally, his true and lawful attorney or attorneys with power to act with or without the other, and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as director, officer or both, as the case may be, of the Company, the Form 10-K and any and all amendments thereto, including any and all exhibits and other instruments and documents said attorney or attorneys shall deem necessary, appropriate or advisable in connection therewith, and to file the same with the Commission and to appear before the Commission in connection with any matter relating thereto. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts that said attorneys and each of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of the 24th day of February, 2009.

 

 

By: /s/ Robert M. Sprague

 

Name: ROBERT M. SPRAGUE

 


Power of Attorney

 

WHEREAS, TRANSOCEAN LTD., a Swiss company (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, an Annual Report on Form 10-K for the fiscal year ended December 31, 2008 of the Company, together with any and all exhibits, documents and other instruments and documents necessary, advisable or appropriate in connection therewith, including any amendments thereto (the "Form 10-K");

NOW, THEREFORE, the undersigned, in his capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint Robert L. Long, Gregory L. Cauthen, Eric B. Brown, E. Chipman Earle and John H. Briscoe, and each of them severally, his true and lawful attorney or attorneys with power to act with or without the other, and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as director, officer or both, as the case may be, of the Company, the Form 10-K and any and all amendments thereto, including any and all exhibits and other instruments and documents said attorney or attorneys shall deem necessary, appropriate or advisable in connection therewith, and to file the same with the Commission and to appear before the Commission in connection with any matter relating thereto. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts that said attorneys and each of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of the 24th day of February, 2009.

 

 

By: /s/ Ian C. Strachan

 

Name: IAN C. STRACHAN

 


Power of Attorney

 

WHEREAS, TRANSOCEAN LTD., a Swiss company (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, an Annual Report on Form 10-K for the fiscal year ended December 31, 2008 of the Company, together with any and all exhibits, documents and other instruments and documents necessary, advisable or appropriate in connection therewith, including any amendments thereto (the "Form 10-K");

NOW, THEREFORE, the undersigned, in his capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint Robert L. Long, Gregory L. Cauthen, Eric B. Brown, E. Chipman Earle and John H. Briscoe, and each of them severally, his true and lawful attorney or attorneys with power to act with or without the other, and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as director, officer or both, as the case may be, of the Company, the Form 10-K and any and all amendments thereto, including any and all exhibits and other instruments and documents said attorney or attorneys shall deem necessary, appropriate or advisable in connection therewith, and to file the same with the Commission and to appear before the Commission in connection with any matter relating thereto. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts that said attorneys and each of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of the 24th day of February, 2009.

 

 

By: /s/ J. Michael Talbert

 

Name: J. MICHAEL TALBERT

 


Power of Attorney

 

WHEREAS, TRANSOCEAN LTD., a Swiss company (the "Company"), intends to file with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder, an Annual Report on Form 10-K for the fiscal year ended December 31, 2008 of the Company, together with any and all exhibits, documents and other instruments and documents necessary, advisable or appropriate in connection therewith, including any amendments thereto (the "Form 10-K");

NOW, THEREFORE, the undersigned, in his capacity as a director or officer or both, as the case may be, of the Company, does hereby appoint Robert L. Long, Gregory L. Cauthen, Eric B. Brown, E. Chipman Earle and John H. Briscoe, and each of them severally, his true and lawful attorney or attorneys with power to act with or without the other, and with full power of substitution and resubstitution, to execute in his name, place and stead, in his capacity as director, officer or both, as the case may be, of the Company, the Form 10-K and any and all amendments thereto, including any and all exhibits and other instruments and documents said attorney or attorneys shall deem necessary, appropriate or advisable in connection therewith, and to file the same with the Commission and to appear before the Commission in connection with any matter relating thereto. Each of said attorneys shall have full power and authority to do and perform in the name and on behalf of the undersigned, in any and all capacities, every act whatsoever necessary or desirable to be done in the premises, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts that said attorneys and each of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney as of the 24th day of February, 2009.

 

 

By: /s/ John L. Whitmire

 

Name: JOHN L. WHITMIRE

 

 

 

 

Exhibit 31.1

 

CEO CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Robert L. Long, certify that:

 

1.

I have reviewed this report on Form 10-K of Transocean Ltd.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

 

 

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; and

 

 

c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

 

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Dated:      February 25, 2009

   /s/ Robert L. Long                
Name:   Robert L. Long

  Chief Executive Officer


Exhibit 31.2

 

CFO CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

 

I, Gregory L. Cauthen, certify that:

 

1.

I have reviewed this report on Form 10-K of Transocean Ltd.;

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

 

 

a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

 

b)

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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; and

 

 

c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

 

d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5.

 

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

 

a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

 

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

 

Dated:      February 25, 2009

/s/ Gregory L. Cauthen                                  
Name:  Gregory L. Cauthen                  
            Senior Vice President and Chief Financial Officer


 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (a) AND (b)

OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE)

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), I, Robert L. Long, Chief Executive Officer of Transocean Ltd., a Swiss corporation (the "Company"), hereby certify, to my knowledge, that:

 

(1)

the Company's Annual Report on Form 10-K for the year ended December 31, 2008 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated:      February 25, 2009

   /s/ Robert L. Long                
Name:   Robert L. Long

  Chief Executive Officer

 

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002 (SUBSECTIONS (a) AND (b)

OF SECTION 1350, CHAPTER 63 OF TITLE 18, UNITED STATES CODE)

 

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), I, Gregory L. Cauthen, Senior Vice President and Chief Financial Officer of Transocean Ltd., a Swiss corporation (the "Company"), hereby certify, to my knowledge, that:

 

(1)

the Company's Annual Report on Form 10-K for the year ended December 31, 2008 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

 

(2)

information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

Dated:      February 25, 2009

/s/ Gregory L. Cauthen                                  
Name:  Gregory L. Cauthen                  
            Senior Vice President and Chief Financial Officer