UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8‑K

 

CURRENT REPORT

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

Date of report (date of earliest even reported): February 24, 2016

 

 

TRANSOCEAN LTD.

(Exact name of registrant as specified in its charter)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a‑12 under the Securities Act (17 CFR 240.14a‑12)

☐  Pre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Item 7.01.  Regulation FD Disclosure

Furnished as Exhibit 99.1 to this Current Report on Form 8‑K is the Company’s standalone Swiss statutory financial statements which comprise the statement of operations, balance sheet and notes for the year ended December 31, 2015, which financial statements and reports thereon are incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits

(d)    Exhibits

The exhibit to this report furnished pursuant to Item 9.01 is as follows:

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 

 

 

Index to Exhibits

 

 

Exhibit 99.1

 

 

 

 

 

 

 

 

 

 

 

TRANSOCEAN LTD.

 

 

STATUTORY FINANCIAL STATEMENTS

For the years ended December 31, 2015 and 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Report of the statutory auditor on the financial statements

As statutory auditor, we have audited the financial statements of Transocean Ltd., which comprise the statement of operations, balance sheet and notes (pages SR‑2 to SR‑12), for the year ended December 31, 2015.

Board of Directors’ responsibility

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

Auditor’s responsibility

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

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

Opinion

In our opinion, the financial statements for the year ended December 31, 2015 comply with Swiss law and the company’s articles of incorporation.

Report on other legal requirements

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

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

We recommend that the financial statements submitted to you be approved.

Furthermore, we draw attention to the fact that half of the share capital and legal reserves are no longer covered (article 725 para. 1 CO). Note 5 and note 10 of the financial statements describe the qualified capital loss and the subsequent events related thereto.

 

 

 

 

 

 

 

Note 1—General

Transocean Ltd. (the “Company”, “we”, “us”, or “our”) is the parent company of Transocean Inc., Transocean Management Ltd., and Transocean Services AS, our wholly‑owned subsidiaries.   Transocean Ltd. is registered with the commercial register in the canton of Zug, and its stock is listed on the New York Stock Exchange (“NYSE”) and on the SIX Swiss Exchange (“SIX”).  We have seven full time employees.

On November 23, 2015, we announced our intent to delist our shares from the SIX, and on December 17, 2015, we announced that the SIX listing authorities approved our application to delist our shares.  Such delisting is expected to become effective on March 31, 2016, with the last trading day scheduled to be March 30, 2016.  Our shares will continue to be listed and traded on the NYSE.

On October 29, 2015, shareholders at our extraordinary general meeting approved the following: a) the reduction of the par value of each of our shares to CHF 0.10 from the original par value of CHF 15.00, b) the cancellation of all 2.9 million shares repurchased under our share repurchase program and c) the cancellation of the third and fourth installments of the distribution of statutory capital reserves from capital contribution in the form of a United States (“U.S.”) dollar denominated dividend of a total of USD 0.60 per outstanding share.  See Note 10—Subsequent Events.

Note 2—Significant Accounting Policies

Presentation—Beginning in the year ended December 31, 2015, we have prepared our unconsolidated statutory financial statements in accordance with the general accepted accounting principles as set out in Art. 957 to Art. 963b, of the Swiss Code of Obligations (the “CO”), which became effective since January 1, 2013, and required implementation in relation to the year ended December 31, 2015.  Consequently, we have adjusted the presentation of the prior year financial statements to conform to the current presentation.    Since we have prepared our consolidated financial statements in accordance with, U.S. generally accepted accounting standards, a recognized accounting standard, we have, in accordance with the CO, elected to forego presenting the statement of cash flows, the additional disclosures and the management report otherwise required by the CO.

Foreign currency—We maintain our accounting records in U.S. dollars and translate them into Swiss francs for statutory reporting purposes.  We translate into Swiss francs our assets and liabilities that are denominated in foreign currencies using the year‑end currency exchange rates, except prior‑year transactions for our investments in subsidiaries and our shareholders’  equity, which are translated at historical exchange rates.  We translate into Swiss francs our income statement transactions that are denominated in foreign currencies using the average currency exchange rates for the year.

Our principal exchange rates were as follows:

 

We recognize realized currency exchange and translation gains and losses arising from business transactions and net unrealized currency exchange and translation losses in current period earnings.   We defer net unrealized currency exchange and translation gains and record such deferred gains in other current liabilities.

Cash—We hold  cash balances, denominated in Swiss francs and U.S. dollars, which include cash deposited in demand bank accounts, money market investment accounts and other liquid investments and interest earned on such cash balances.

Current assets and liabilities—We record current assets at historical cost less adjustments for impairment of value and current liabilities at historical cost.

Investments in subsidiaries—We record our investments in subsidiaries at acquisition cost less adjustments for impairment of value.  We evaluate our investments in subsidiaries for impairment annually and record an impairment loss when the carrying amount of such assets exceeds the fair value.  We estimate fair value of our investments using a variety of valuation methods, including the income and market approaches.  Our estimates of fair value represent a price that would be received to sell the asset in an orderly transaction between market participants in the principal market for the asset.

Own shares—We recognize own shares at acquisition cost, which we present as a deduction from shareholders’ equity at the time of acquisition.  For own  shares held by subsidiaries,  we build a reserve for shares in equity at the respective acquisition costs.

Related parties—In the meaning of the CO, we consider related parties to be only shareholders, direct and indirect subsidiaries, and the board of directors.

Note 3—Investment in Subsidiaries

Overview—Our direct investments in subsidiaries were as follows (in thousands, except percentages and share capital):

 

Impairment—In July 2015, we conducted an interim impairment test and determined that the carrying amounts of our investments in subsidiaries were impaired.  As a result of our valuations of the investments, we recognized a loss of CHF 2.5 billion associated with the impairment of our investments in Transocean Inc. and Transocean Services AS.

In December 2015, as a result of our annual impairment test, we determined that the carrying amounts of our investments in Transocean Inc. and Transocean Services AS were further impaired, and as a result, we recognized a loss of CHF 767 million.

In the year ended December 31, 2014, as a result of our annual impairment test, we determined that the carrying amounts of our investments in Transocean Inc. and Transocean Services AS were impaired, and as a result, we recognized a loss of CHF 7.5 billion.

Principal indirect investments—At December 31, 2015 and 2014, our principal indirect investments in subsidiaries were as follows:

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*  The unitholders of Transocean Partners LLC generally have one vote per unit, however, the limited liability company agreement restricts in multiple clauses the class of unitholders that can vote on certain items.

Note 4—Own Shares

Overview—The following is a summary of changes in the registered shares (i) that were repurchased under our share repurchase program for cancellation purposes and (ii) held by Transocean Inc., to satisfy obligations under our share-based compensation plans (in thousands, except percentages):

 

Share repurchase program—In May 2009, at our annual general meeting, our shareholders approved and authorized our board of directors, at its discretion, to repurchase an amount of our shares for cancellation with an aggregate purchase price of up to CHF 3.5 billion, equivalent to approximately USD 3.5 billion using a currency exchange rate of USD 1.00 to CHF 0.99 as of the close of trading on December 31, 2015.  In the years ended December 31, 2015 and 2014, we did not repurchase any shares under the share repurchase program.  At December 31, 2015 and 2014, we held 2.9 million of our shares, repurchased under the share repurchase program, with an aggregate carrying amount of CHF 257 million.    On October 29, 2015, shareholders at our extraordinary general meeting approved the cancellation of all the 2.9 million shares that have been repurchased under our share repurchase program.    See Note 10—Subsequent Events.

Shares held by subsidiary—Transocean Inc. holds our shares to satisfy our obligations to deliver shares in connection with awards granted under our incentive plans or other rights to acquire our shares. In the year ended December 31, 2015 and 2014, we transferred 1.8 million and 1.5 million shares respectively at historical cost, from the own shares held by Transocean Inc. to satisfy obligations under our share‑based compensation plans.  In the year ended December 31, 2015 and 2014, we received cash proceeds of less than CHF 1 million and CHF 1 million respectively, in connection with own shares transferred in exchange for equity awards exercised or withheld for taxes under our share‑based compensation plans.

Note 5—Shareholders’ Equity 

Overview—Changes in our shareholder’s equity were as follows (in thousands):

 

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Authorized share capital—In May 2014, at the annual general meeting, our shareholders approved an authorized share capital in the amount of CHF 337 million, authorizing the issuance of a maximum of 22.5 million fully paid‑in shares with a par value of CHF 15 per share at any time until May 16, 2016.  As of December 31, 2014, the entire amount of authorized share capital was available for issuance.

Subject to a renewal of the authorized share capital approved by our shareholders at the 2016 annual general meeting, our authorized share capital will, pursuant to the terms of our articles of association, expire on May 16, 2016.  See Note 10—Subsequent Events.

Conditional share capital—Our articles of association provide for a  conditional share capital that permits us to issue up to 167.6 million additional shares without obtaining additional shareholder approval.  The shares may be issued under the following circumstances:

In connection with the issuance of bonds, notes, warrants or other financial instruments or contractual obligations that are convertible into,  exercisable for or exchangeable for our registered shares, our board of directors is authorized to withdraw or limit the advance subscription rights of shareholders under certain circumstances. In connection with the issuance of shares, options or other share‑based awards to directors, employees, contractors, consultants or other persons providing services to us, the preemptive rights and the advance subscription rights of shareholders are excluded.

Par value reduction and cancellation of shares—On October 29, 2015, shareholders at our extraordinary general meeting approved the reduction of the par value of each of our shares to CHF 0.10 from the original par value of CHF 15.00 and the cancellation of all 2.9 million shares repurchased under our share repurchase program.    See Note 10—Subsequent Events.

Distributions to shareholders—In May 2015, at our annual general meeting, our shareholders approved a distribution of statutory capital reserves from capital contribution in the form of a U.S. dollar denominated dividend of USD 0.60 per outstanding share, payable in four installments of USD 0.15 per outstanding share, subject to certain limitations.  In May 2015, we transferred CHF 422 million from statutory capital reserves—reserve from capital contribution to free reserves—dividend reserve from capital contribution, and we recognized a distribution payable of CHF 210 million, with the corresponding entry to free reserves—dividend reserve from capital contribution.  On June 17, 2015 and September 23, 2015, we paid the first two installments, in the aggregate amount of CHF 104 million, to shareholders of record as of May 29, 2015 and August 25, 2015, respectively.

On October 29, 2015, shareholders at the extraordinary general meeting approved the cancellation of the third and fourth installments of the distribution approved at our annual general meeting held on May 15, 2015.  Upon approval of the cancellation, we transferred the remaining CHF 318 million from free reserves—dividend reserve from capital contribution to statutory capital reserve from capital contribution, in accordance with the tax ruling dated April 2, 2013.

In May 2014, at our annual general meeting, our shareholders approved a distribution of statutory capital reserves from capital contribution in the form of a U.S. dollar denominated dividend of USD 3.00 per outstanding share, payable in four installments of USD 0.75 per outstanding share, subject to certain limitations.  In May 2014, we transferred CHF 2.0 billion from statutory capital reserves—reserve from capital contribution to free reserves—dividend reserve from capital contribution, and we recognized a distribution payable of CHF 1.0 billion, with the corresponding entry to free reserves—dividend reserve from capital contribution.  On June 18, 2014, September 17, 2014 and December 17, 2014, we paid the first three installments, in the aggregate amount of CHF 765 million, to shareholders of record as of May 30, 2014, August 22, 2014 and November 12, 2014, respectively.  At December 31, 2014, the carrying amount of the unpaid distribution payable was CHF 264 million.  On March 18, 2015, we paid the final installment, in the aggregate amount of CHF 275 million, to shareholders of record as of February 20, 2015.    Upon payment of the final installment, we transferred the remaining CHF 1.0 billion from free reserves—dividend reserve from capital contribution to statutory reserve from capital contribution, in accordance with the tax ruling dated April 2, 2013.

Qualified capital loss—As presented on our interim balance sheet, dated July 31, 2015, included in our proxy statement for our extraordinary general meeting on October 29, 2015, we determined that our net assets cover less than 50 percent of our statutory share capital and statutory capital reserves.    Under Swiss law, the board of directors must, in these circumstances, convene a general meeting of shareholders and propose measures that remedy such a capital loss.    On October 29, 2015, shareholders at our extraordinary general meeting approved the reduction of the par value of each of our shares to CHF 0.10 from the original par value of CHF 15.00 and allocated CHF 3.75 billion of the aggregate par value reduction amount to reduce our accumulated net loss.    At December 31, 2015, our qualified capital loss remained unremediated pending establishment of a public deed of compliance for our par value reduction and registration in the commercial register.  See Note 10—Subsequent Events.

Note 6—Share Ownership 

Significant shareholders—Certain significant shareholders have reported to us that they held, directly or through their affiliates, the following beneficial interests in excess of 5 percent of our issued share capital (in thousands, except percentages):

 

 

Own shares—At December 31, 2015 and 2014, we held, directly and indirectly through Transocean Inc.,  9.8 million registered shares and 11.5 million registered shares respectively, representing 2.62 percent and 3.09 percent, respectively, of the issued share capital.  See Note 4—Own Shares.

Further, we agreed with Carl Icahn and certain investment funds managed by Mr. Icahn (collectively, the “Icahn Group”) to make certain proposals for approval by the shareholders at the 2014 annual general meeting.  These proposals related to the 2014 dividend distribution, Icahn Group designated board nominees, and an amendment to our articles of association regarding the maximum size of our board of directors.  The Icahn Group committed to certain standstill restrictions and to vote in favor of our slate of director nominees and certain other proposals our board of directors recommended at the 2014 annual general meeting.  At December 31, 2015 and December 31, 2014, the Company and the Icahn Group, together, held 31.3 million registered shares and 33.0 million registered shares, respectively, representing 8.36 percent and 8.83 percent, respectively, of the issued share capital.  Note that the most recent information on the individual beneficial shareholding of Icahn Group dated as of November 10, 2013, corresponding to approximately 21.5 million registered shares.  The decrease in the reported number of registered shares held by us and the Icahn Group together is attributable to the decrease in own shares held by us as at December 31, 2015 compared to the own shares held by us as at December 31, 2014.

Shares held by board members—The members of our board of directors held our shares as follows:

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Shares held by the executive management team—Our executive management team consists of the President and Chief Executive Officer, the Executive Vice President and Chief Financial Officer, and the Executive Vice President and Chief Operating Officer.

The members of our executive management team held our shares and the conditional rights to receive shares under our share‑based compensation plans as follows:

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Stock options held by members of the executive management team—The members of our executive management team held vested and unvested stock options as follows:

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