Attached files
file | filename |
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8-K - 8-K - Transocean Ltd. | a12-5906_18k.htm |
EX-99.1 - EX-99.1 - Transocean Ltd. | a12-5906_1ex99d1.htm |
Exhibit 99.2
|
Ernst & Young Ltd | |
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Maagplatz 1 | |
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P.O. Box | |
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CH-8010 Zurich | |
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| |
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Phone |
+41 58 286 31 11 |
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Fax |
+41 58 286 40 20 |
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www.ey.com/ch |
To the Annual General Meeting of
Transocean Ltd., Zug
Zurich, February 27, 2012
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-19), for the year ended December 31, 2011.
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 companys 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.
Auditors 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 auditors 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 entitys 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 entitys 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, 2011 comply with Swiss law and the companys 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 further confirm that the proposed appropriation of available earnings complies with Swiss law and the companys articles of incorporation. We recommended that the financial statements submitted to you be approved.
Ernst & Young Ltd
/s/ Robin Errico |
|
/s/ Jolanda Dolente |
Licensed audit expert |
|
Licensed audit expert |
(Auditor in charge) |
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|
TRANSOCEAN LTD.
STATEMENT OF OPERATIONS
(in CHF thousands)
|
|
Year ended |
|
Year ended |
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|
|
2011 |
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2010 |
|
|
|
|
|
|
|
Income |
|
|
|
|
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Dividend income |
|
|
|
292,001 |
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Interest income |
|
56 |
|
849 |
|
Total income |
|
56 |
|
292,850 |
|
|
|
|
|
|
|
General and administrative expenses |
|
81,126 |
|
43,014 |
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Depreciation |
|
253 |
|
262 |
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Financial expenses |
|
9,311 |
|
24,480 |
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Interest expense |
|
9,564 |
|
118 |
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Total expenses |
|
100,254 |
|
67,874 |
|
|
|
|
|
|
|
Net Income (loss) |
|
(100,198 |
) |
224,976 |
|
See accompanying notes.
TRANSOCEAN LTD.
BALANCE SHEET
(in CHF thousands)
|
|
December 31, |
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December 31, |
|
|
|
2011 |
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2010 |
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Assets |
|
|
|
|
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Cash |
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2,737 |
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35,710 |
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Receivables from affiliates |
|
7,051 |
|
4,267 |
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Trade and other current assets |
|
5,734 |
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6,908 |
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Total current assets |
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15,522 |
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46,885 |
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|
|
|
|
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Property and equipment |
|
1,257 |
|
1,258 |
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Less accumulated depreciation |
|
563 |
|
295 |
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Property and equipment, net |
|
694 |
|
963 |
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|
|
|
|
|
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Investment in affiliates |
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17,282,047 |
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16,476,198 |
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Treasury shares |
|
256,949 |
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256,949 |
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Other non-current assets |
|
69 |
|
78 |
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Total assets |
|
17,555,281 |
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16,781,073 |
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|
|
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Liabilities and shareholders equity |
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|
|
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Accounts payable to affiliates |
|
212 |
|
2,103 |
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Interest payable to affiliates |
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6,631 |
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|
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Dividend payable |
|
259,451 |
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|
|
Trade and other current liabilities |
|
4,896 |
|
38,360 |
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Total current liabilities |
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271,190 |
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40,463 |
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|
|
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|
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Long-term note payable to affiliates |
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465,097 |
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|
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Other non-current liabilities |
|
760 |
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2,713 |
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Total non-current liabilities |
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465,857 |
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2,713 |
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|
|
|
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Share capital |
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5,477,029 |
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5,028,529 |
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Legal reserve |
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|
|
|
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General legal reserves |
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|
|
|
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Reserve from capital contribution |
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9,882,947 |
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7,925,000 |
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Reserve for treasury shares |
|
|
|
|
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Reserve from capital contribution |
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295,100 |
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279,628 |
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Free reserve |
|
|
|
|
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Reserve from capital contribution |
|
|
|
3,243,051 |
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Dividend reserve from capital contribution |
|
1,001,667 |
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|
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Retained earnings |
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|
|
|
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Earnings brought forward |
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261,689 |
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36,713 |
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Net Income (loss) of the period |
|
(100,198 |
) |
224,976 |
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Total shareholders equity |
|
16,818,234 |
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16,737,897 |
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Total liabilities and shareholders equity |
|
17,555,281 |
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16,781,073 |
|
See accompanying notes.
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS
Note 1General
Transocean Ltd. (Transocean, the Company, we, us or our) is the parent company of Transocean Inc., Transocean Management Ltd. and Transocean Services AS. The statutory financial statements are of overriding importance for the purpose of the economic and financial assessment of the Company. The unconsolidated statutory financial statements of the Company are prepared in accordance with Swiss law.
On October 5, 2011, Transocean Ltd. contributed the equivalent of CHF 806 million to Transocean Services AS, in return for 109,000 shares each with a face value of NOK 100 per share, representing 99.09% ownership in Transocean Services AS. In October 2011, Transocean Services AS completed an acquisition of Aker Drilling ASA (Aker Drilling), a Norwegian company formerly listed on the Oslo Stock Exchange. In connection with the acquisition, Transocean Services AS acquired two Harsh Environment, Ultra-Deepwater semisubmersibles currently operating on long-term contracts in Norway, and two Ultra-Deepwater drillships currently under construction at the Daewoo Shipbuilding & Marine Engineering Co. Ltd. shipyard in Korea, which have expected deliveries in 2014.
The financial statements of Transocean Ltd. have been prepared in accordance with the requirements of the Swiss law for companies, the Code of Obligations (CO). Transocean Ltd. is listed on the New York Stock Exchange (NYSE) and on the Swiss stock exchange (the SIX), and is registered with the commercial register in the canton of Zug.
Note 2Summary of Significant Accounting Policies
Exchange rate differencesThe Company keeps its accounting records in U.S. Dollars (USD) and translates them into Swiss Francs (CHF) for statutory reporting purposes. Assets and liabilities denominated in foreign currencies are translated into CHF using the year-end rates of exchange, except investments in affiliates and the Companys equity (other than current-year transactions), which are translated at historical rates. Income statement transactions are translated into CHF at the average rate for the year. Exchange differences arising from business transactions are recorded in the income statement, except for net unrealized gains, which are deferred and recorded in other current liabilities.
Current assets and liabilitiesCurrent assets and liabilities are recorded at cost less adjustments for impairment of value.
Financial assetsFinancial assets are recorded at acquisition cost less adjustments for impairment of value.
CashCash consists of cash in the bank.
Property and equipmentProperty and equipment consists primarily of office equipment and is recorded at historical cost net of accumulated depreciation. We generally provide for depreciation under the straight-line method. The estimated original useful life of our office equipment is four years.
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued
Note 3Investment in Affiliates
(in CHF thousands), except for share capital amount (local currency)
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Ownership |
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Share |
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Investment |
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Company name |
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Purpose |
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Domicile |
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interest |
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(local currency) |
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2011 |
|
2010 |
| |
|
|
|
|
|
|
|
|
|
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|
|
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Transocean Inc. |
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Holding |
|
Cayman Islands |
|
100 |
% |
USD |
0.01 |
|
16,476,108 |
|
16,476,108 |
|
Transocean Management Ltd. |
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Management and administration |
|
CH - Geneva |
|
90 |
% |
CHF |
100.00 |
|
90 |
|
90 |
|
Transocean Services AS |
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Management and administration |
|
Norway |
|
99 |
% |
NOK |
100.00 |
|
805,849 |
|
|
|
Principal indirect investments in affiliates include:
Company name |
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Purpose |
|
Domicile |
|
Ownership |
|
|
|
|
|
|
|
|
|
Global Marine Inc. |
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Leasing/Operating |
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United States |
|
100 |
% |
GSF Leasing Services GmbH |
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Leasing |
|
CH - Zug |
|
100 |
% |
Sedco Forex Holdings Limited |
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Leasing/Operating |
|
Cayman Islands |
|
100 |
% |
Sedco Forex International Inc. |
|
Leasing/Operating |
|
Panama |
|
100 |
% |
Transocean Drilling Offshore S.a.r.l. |
|
Leasing/Operating |
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Luxembourg |
|
100 |
% |
Transocean Financing GmbH |
|
Financing |
|
CH - Zug |
|
100 |
% |
Transocean Hungary Holdings LLC |
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Leasing/Operating |
|
Hungary |
|
100 |
% |
Transocean Norway Drilling AS |
|
Holding |
|
Norway |
|
100 |
% |
Transocean Offshore Deepwater Drilling Inc. |
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Leasing/Operating |
|
United States |
|
100 |
% |
Transocean Offshore Drilling Holdings Limited |
|
Holding |
|
Cayman Islands |
|
100 |
% |
Transocean Offshore Holdings Limited |
|
Holding |
|
Cayman Islands |
|
100 |
% |
Transocean Offshore International Ventures Limited |
|
Leasing/Operating |
|
Cayman Islands |
|
100 |
% |
Transocean Venture Holdings GmbH |
|
Holding |
|
CH - Zug |
|
100 |
% |
Transocean Worldwide Inc. |
|
Holding |
|
Cayman Islands |
|
100 |
% |
Triton Asset Leasing GmbH |
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Leasing |
|
CH - Zug |
|
100 |
% |
Triton Hungary Investments 1 Kft. |
|
Holding |
|
Hungary |
|
100 |
% |
Triton Nautilus Asset Leasing GmbH |
|
Leasing |
|
CH - Zug |
|
100 |
% |
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued
Note 4Shareholders Equity
(in CHF thousands except share data)
|
|
|
|
|
|
Legal reserve |
|
Free reserve |
|
|
|
|
| ||||
|
|
Ordinary shares |
|
General legal |
|
Reserve for |
|
Reserve from |
|
Dividend reserve |
|
Retained |
|
Total |
| ||
|
|
Shares |
|
Amount |
|
contribution |
|
contribution (a) |
|
contribution |
|
contribution |
|
earnings |
|
equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2009 |
|
335,235,298 |
|
5,028,529 |
|
7,947,579 |
|
100 |
|
3,500,000 |
|
|
|
36,713 |
|
16,512,921 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury share repurchases |
|
|
|
|
|
(22,579 |
) |
279,528 |
|
(256,949 |
) |
|
|
|
|
|
|
Net Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
224,976 |
|
224,976 |
|
Balance at December 31, 2010 |
|
335,235,298 |
|
5,028,529 |
|
7,925,000 |
|
279,628 |
|
3,243,051 |
|
|
|
261,689 |
|
16,737,897 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury share repurchases |
|
|
|
|
|
(15,472 |
) |
15,472 |
|
|
|
|
|
|
|
|
|
Transfer to general reserve |
|
|
|
|
|
3,243,051 |
|
|
|
(3,243,051 |
) |
|
|
|
|
|
|
Tranfer to free reserve - dividend reserve |
|
|
|
|
|
(1,937,000 |
) |
|
|
|
|
1,937,000 |
|
|
|
|
|
Dividend |
|
|
|
|
|
|
|
|
|
|
|
(935,333 |
) |
|
|
(935,333 |
) |
Authorized capital increase |
|
29,900,000 |
|
448,500 |
|
667,368 |
|
|
|
|
|
|
|
|
|
1,115,868 |
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
(100,198 |
) |
(100,198 |
) |
Balance at December 31, 2011 |
|
365,135,298 |
|
5,477,029 |
|
9,882,947 |
|
295,100 |
|
|
|
1,001,667 |
|
161,491 |
|
16,818,234 |
|
(a) The reserve for treasury shares represents the cost of treasury shares held directly by Transocean Ltd. and indirectly by Transocean Inc. During 2011, we purchased 224,121 treasury shares in connection with share-based compensation valued at CHF 15 million. During 2010, we repurchased 2,863,267 shares valued at CHF 257 million under the share repurchase program in Transocean Ltd and in addition we purchased 325,470 treasury shares in connection with share-based compensation valued at CHF 23 million. See Note 5Treasury Shares.
Conditional share capitalTransocean Ltd.s articles of association provide for conditional capital that allows the issuance of 167,617,649 additional registered shares without obtaining additional shareholder approval. The conditional shares may be issued:
(1) Through the exercise of conversion, exchange, option, warrant or similar rights for the subscription of shares granted in connection with bonds, options, warrants or other securities newly or already issued in national or international capital markets or new or already existing contractual obligations convertible into or exercisable or exchangeable for Transocean Ltd. registered shares or shares of one of its subsidiaries; or
(2) In connection with the issuance of registered shares, options or other share-based awards to directors, employees, contractors, consultants or other persons providing services to Transocean Ltd. or one of its subsidiaries.
In connection with the issuance of bonds, notes, warrants or other financial instruments or contractual obligations convertible into or exercisable or exchangeable for Transocean Ltd. registered shares, the board of directors is authorized to withdraw or limit the advance subscription rights of shareholders in certain circumstances.
Authorized share capitalAt the annual general meeting on May 13, 2011, our shareholders approved an authorized share capital in the amount of CHF 1,005,705,855, authorizing the issuance of a maximum of 67,047,057 fully paid-in shares with a par value of CHF 15 each, which expires on May 13, 2013. On November 18, 2011, our board of directors resolved, based on our authorized share capital contained in our articles of association dated May 13, 2011 to increase our share capital through the issuance of up to 30,000,000 new, fully paid in shares. In December 2011, we completed a public offering of 29.9 million shares at a share price of USD 40.50, equivalent to CHF 37.32 using an exchange rate of USD 1.00 to CHF 0.9215. On December 5, 2011, we received proceeds of CHF 1.1 billion, net of underwriting discounts and commissions, estimated issuance costs and the Swiss Federal Issuance Stamp Tax. These issuance costs totaling CHF 48 million were expensed and are included in general and administrative expenses. At December 31, 2011, the authorized share capital amounted to CHF 557,205,855, authorizing the issuance of a maximum of 37,147,047 fully paid-up shares with a par value of CHF 15 each at any time until May 13, 2013.
Dividend distributionIn May 2011, at our annual general meeting, our shareholders approved a dividend of USD 3.16 per outstanding share, payable in four equal installments of USD 0.79 per outstanding share, subject to certain limitations. In May 2011, we transferred CHF 1,937 million out of General Legal Reserve Reserve from Capital Contribution to Dividend Reserve from Capital Contribution and recognized a dividend payable in the amount of approximately CHF 935 million, recorded in other current liabilities, with the corresponding entry to Dividend Reserve. On June 15, 2011, September 21, 2011 and December 21, 2011 we paid the first three installments, in the aggregate amount of CHF 676 million, to shareholders of record as of May 20, 2011, August 26, 2011 and November 25, 2011, respectively. At December 31, 2011, the carrying amount of the unpaid distribution payable was CHF 259 million.
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued
Note 5Treasury Shares
|
|
Number |
|
|
|
|
|
of shares |
|
Share % (a) |
|
|
|
|
|
|
|
Total treasury registered shares at December 31, 2009 |
|
14,019,008 |
|
4.18 |
% |
Transferred during the year under share-based compensation plans |
|
(737,655 |
) |
|
|
Repurchase of shares through share repurchase program |
|
2,863,267 |
|
|
|
Balance at December 31, 2010 |
|
16,144,620 |
|
4.82 |
% |
|
|
|
|
|
|
Transferred during the year under share-based compensation plans |
|
(825,115 |
) |
|
|
Balance at December 31, 2011 |
|
15,319,505 |
|
4.20 |
% |
(a) 2010 share percentage is based on 335,235,298 shares issued. 2011 share percentage is based on 365,135,298 shares issued, which includes the 29.9 million authorized share capital increase in December 2011.
Shares held by subsidiaryThe Company transferred 825,115 and 737,655 treasury shares in 2011 and 2010, respectively, to satisfy obligations under share-based compensation plans from the treasury shares issued to Transocean Inc. as part of the Redomestication Transaction in connection with obligations under share-based compensation plans. The proceeds of the treasury share transfers in connection with exercises of options amounted to CHF 8.7 million and CHF 12.9 million for 2011 and 2010 respectively. Transfers under restricted share awards schemes were at book value.
Share repurchase programIn May 2009, at our annual general meeting, our shareholders approved and authorized our Board of Directors, at its discretion, to repurchase an amount of shares for cancellation with an aggregate purchase price of up to CHF 3.5 billion, which is equivalent to approximately USD 3.7 billion, using an exchange rate of USD 1.00 to CHF 0.94 as of the close of trading on both December 31, 2011 and December 31, 2010. On February 12, 2010, our Board of Directors authorized our management to implement the share repurchase program.
During the year ended December 31, 2010, following the authorization by our Board of Directors, we repurchased 2,863,267 of our shares under the share repurchase program for an aggregate purchase price of CHF 257 million. At December 31 2010, we held 2,863,267 treasury shares purchased under our share repurchase program, recorded at cost. There were no repurchases under this program in 2011. These shares have not been marked to market because they are to be cancelled.
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued
Note 6Significant Shareholders
As of December 31, 2011, we have no shareholders, to the knowledge of the Company, that are deemed to be beneficial owners of more than 5% of the Companys shares. As of December 31, 2010, listed below are the only shareholders who, to the knowledge of the Company, may be deemed to be beneficial owners of more than 5% of Companys shares:
As of December 31, 2010
Name and address of beneficial owner |
|
Shares |
|
Percent of class (a) |
|
|
|
|
|
|
|
FMR LLC |
|
19,165,692 |
|
5.72 |
% |
82 Devonshire Street |
|
|
|
|
|
MA 02109, Boston, USA |
|
|
|
|
|
(a) The percentage indicated is based on the 335,235,298 issued shares as of December 31, 2010.
(b) The number of shares held by FMR LLC is based on a statement on Schedule 13G filed with the SEC on February 14, 2011, which was filed jointly by FMR LLC, Edward C. Johnson 3d, and Fidelity Management & Research Company. According to the filing, FMR LLC has sole voting power over 2,891,991 shares and sole dispositive power over 19,165,692 shares and shared voting or dispositive power over no shares. Of the shares reported, 15,660,402 shares are beneficially owned by Fidelity Management & Research Company, an investment adviser and a wholly-owned subsidiary of FMR LLC, as a result of acting as investment advisor to various investment companies (collectively, the Fidelity Funds); with respect to these shares, FMR LLC, Mr. Edward C. Johnson 3d and each of the Fidelity Funds exercise sole dispositive power and the Fidelity Funds Board of Trustees exercise sole voting power.
Based on a notification received by the Company on November 15, 2010 informing the Company that the ownership of FMR LLC, on behalf of funds managed by and clients of FMR LLC and its direct and indirect subsidiaries, has exceeded 5%, FMR LLC held 16,903,001 or 5.04 of the issued shares as of December 31, 2010. That notification was made on the basis of the reporting obligations of beneficial owners pursuant to the Swiss Federal Act on Stock Exchanges and Securities Trading and the implementing ordinances thereof.
Transocean held directly and indirectly through its affiliate Transocean Inc. 15,319,505 and 16,144,620 treasury shares representing 4.20% and 4.82% of the share capital at December 31, 2011 and 2010, respectively, as outlined in Note 5 Treasury Shares.
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued
Note 7Board of Directors Compensation
Directors who are employees of the Company do not receive compensation for Board service. At present, all of the directors except Steven L. Newman are non-employees and receive compensation.
We use a combination of cash and equity incentive compensation to attract and retain qualified candidates to serve on our Board. The Corporate Governance Committee annually reviews the compensation paid to non-executive directors and makes a recommendation to the Board regarding its determinations. When making its recommendations to the Board, the Committee can exercise its discretion as to the level and mix of compensation paid to the directors. In February 2011, based upon its review of director compensation and the advice of our former compensation consultant, the Corporate Governance Committee, in exercising its discretion, concluded that the total compensation received by non-executive directors was within a competitive range relative to members of the Companys peer group generally used for the consideration of executive compensation and that the mix of cash and equity incentive compensation was appropriate and in line with current market competitive practice and recommended no change. Based on this recommendation, the Board exercised its discretion and left the compensation levels unchanged from those paid in 2010.
Non-employee director compensation is listed in the table below:
(in CHF) |
|
2011 (a) |
|
2010 (a) |
|
|
|
|
|
|
|
Annual retainer |
|
79,790 |
|
93,857 |
|
Additional annual retainer for Committee Chairmen: |
|
|
|
|
|
Audit Committee |
|
31,029 |
|
36,500 |
|
Executive Compensation Committee |
|
17,731 |
|
20,857 |
|
Corporate Governance, Finance and Benefits, and Health, Safety and Environment Committees |
|
8,866 |
|
10,429 |
|
Board meeting attendance fee (b) |
|
2,216 |
|
2,607 |
|
Committee meeting attendance fee (c) |
|
2,216 |
|
2,607 |
|
Grant of deferred units in CHF |
|
228,440 |
|
273,408 |
|
(a) Non-employee director compensation is paid in USD and did not change from 2010 to 2011. The fees fluctuation from 2010 in the table above is due to the difference in exchange rate used for the presentation of the Swiss statutory financial statements.
(b) The board meeting attendance fee is paid for those meetings that were attended in excess of the four regularly scheduled board meetings.
(c) The committee meeting attendance fee is only paid for those meetings that were attended in excess of four regularly scheduled committee meetings.
Since May 2011, J. Michael Talbert has served the Company as its non-executive Chairman of the Board, in which capacity he has received a CHF 234,936 annual retainer, paid quarterly, in lieu of the annual retainer the other non-employee directors receive. Until his retirement in May 2011, our former Chairman, Robert E. Rose, received a CHF 294,335 annual retainer, paid quarterly. Prior to May 2011, Mr. Talbert served the Company as its non-executive Vice-Chairman of the Board, in which capacity he received a CHF 44,328 annual retainer, paid quarterly, in addition to the annual retainer the other non-employee directors received. Mr. Rose and Mr. Talbert also received the same meeting fees and the CHF 228,440 grant of deferred units to non-employee directors described above. All retainers are paid on a quarterly basis and are only paid for quarters in which the director actually served.
In addition, we pay or reimburse our directors travel and incidental expenses incurred for attending Board, committee and shareholder meetings and for other Company business-related purposes.
At our Board meeting held immediately after the 2011 annual general meeting of our shareholders, the Board granted 3,768 deferred units to each non-employee director equal in aggregate value to CHF 228,440 based upon the average price of the high and low sales prices of our shares for the 10 trading days immediately prior to the date of our Board meeting (calculated at CHF 60.63 per share). The terms of the deferred units included vesting in equal installments over three years, on the first, second and third anniversaries of the date of grant, and a requirement that each director hold the vested deferred units or the shares attributable to such units until they leave the Board. Vesting of the deferred units is not subject to any performance measures.
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued
The following table summarizes the compensation of our non-employee directors for 2011:
Name |
|
Function |
|
Total |
|
Fees earned |
|
Annual |
|
Annual |
|
|
|
|
|
(CHF) |
|
(CHF) |
|
(CHF) |
|
|
|
J. Michael Talbert |
|
Chairman of the Board |
|
450,505 |
|
222,065 |
|
228,440 |
|
3,768 |
|
Jagjeet Bindra (g), (h) |
|
Member of the Board |
|
286,993 |
|
58,553 |
|
228,440 |
|
3,768 |
|
Thomas W. Cason (d), (e) |
|
Member of the Board and Chairman of the Audit Committee |
|
380,178 |
|
151,738 |
|
228,440 |
|
3,768 |
|
Tan Ek Kia (f), (h) |
|
Member of the Board |
|
289,209 |
|
60,769 |
|
228,440 |
|
3,768 |
|
Steve Lucas (d), (e) |
|
Member of the Board |
|
298,075 |
|
69,635 |
|
228,440 |
|
3,768 |
|
Martin B. McNamara (f), (g) |
|
Member of the Board and Chairman of the Corporate Governance Committee |
|
344,716 |
|
116,276 |
|
228,440 |
|
3,768 |
|
Edward R. Muller (f), (g) |
|
Member of the Board and Chairman of the Executive Compensation Committee |
|
351,365 |
|
122,925 |
|
228,440 |
|
3,768 |
|
Robert M. Sprague (f), (h) |
|
Member of the Board and Chairman of the Health, Safety, and Environment Committee |
|
342,499 |
|
114,059 |
|
228,440 |
|
3,768 |
|
Ian C. Strachan (d), (e) |
|
Member of the Board and Chairman of the Finance/Benefits Committee |
|
358,014 |
|
129,574 |
|
228,440 |
|
3,768 |
|
Robert E. Rose |
|
Chairman of the Board until May 13, 2011 |
|
147,167 |
|
147,167 |
|
|
|
|
|
W. Richard Anderson (i) |
|
Member of the Board until June 29, 2011 |
|
45,960 |
|
45,960 |
|
|
|
|
|
Richard L. George |
|
Member of the Board until February 11, 2011 |
|
19,947 |
|
19,947 |
|
|
|
|
|
Victor E. Grijalva |
|
Member of the Board until May 13, 2011 |
|
46,544 |
|
46,544 |
|
|
|
|
|
Total |
|
|
|
3,361,172 |
|
1,305,212 |
|
2,055,960 |
|
33,912 |
|
(a) Compensation for the period of Board membership from January 1, 2011 to December 31, 2011.
(b) Fees earned from January 1, 2011 to December 31, 2011 include the retainer, meeting fees, and dividends earned on shares.
(c) Deferred units are based on the fair value granted during the year.
(d) Members of the Finance/Benefits Committee
(e) Members of the Audit Committee
(f) Members of Executive Compensation Committee
(g) Members of Corporate Governance Committee
(h) Members of Health, Safety, and Environment Committee
(i) Richard Anderson resigned on June 30, 2011 and forfeited his 2011 annual deferred unites totaling CHF 228,440.
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued
The following table summarizes the compensation of our non-employee directors for 2010:
Name |
|
Function |
|
Total |
|
Fees earned |
|
Annual |
|
Annual |
|
|
|
|
|
(CHF) |
|
(CHF) |
|
(CHF) |
|
|
|
Robert E. Rose |
|
Chairman of the Board |
|
622,245 |
|
348,837 |
|
273,408 |
|
3,703 |
|
W. Richard Anderson (d), (e), (h) |
|
Member of the Board |
|
419,408 |
|
146,000 |
|
273,408 |
|
3,703 |
|
Thomas W. Cason (e) (i) |
|
Member of the Board and Chairman of the Audit Committee |
|
508,052 |
|
234,644 |
|
273,408 |
|
3,703 |
|
Richard L. George (d), (g), (h) |
|
Member of the Board |
|
367,265 |
|
93,857 |
|
273,408 |
|
3,703 |
|
Victor E. Grijalva (e), (h) |
|
Member of the Board |
|
419,408 |
|
146,000 |
|
273,408 |
|
3,703 |
|
Martin B. McNamara (f), (g) |
|
Member of the Board and Chairman of the Corporate Governance Committee |
|
380,301 |
|
106,893 |
|
273,408 |
|
3,703 |
|
Edward R. Muller (f), (g) |
|
Member of the Board and Chairman of the Executive Compensation Committee |
|
377,864 |
|
104,456 |
|
273,408 |
|
3,703 |
|
Robert M. Sprague (f), (h) |
|
Member of the Board and Chairman of the Health, Safety, and Environment Committee |
|
373,868 |
|
100,460 |
|
273,408 |
|
3,703 |
|
Ian C. Strachan (d), (e) |
|
Member of the Board and Chairman of the Finance/Benefits Committee |
|
424,623 |
|
151,215 |
|
273,408 |
|
3,703 |
|
J. Michael Talbert (d), (g) |
|
Vice Chairman of the Board |
|
389,852 |
|
116,444 |
|
273,408 |
|
3,703 |
|
John L. Whitmire |
|
Member of the Board until June 30, 2010 |
|
333,372 |
|
59,964 |
|
273,408 |
|
3,703 |
|
Total |
|
|
|
4,616,258 |
|
1,608,770 |
|
3,007,488 |
|
40,733 |
|
(a) Compensation for the period of Board membership from January 1, 2010 to December 31, 2010.
(b) Fees earned from January 1, 2010 to December 31, 2010 relating to the retainer, meeting fees, and special cash awards.
(c) Deferred units are based on the fair value granted during the year.
(d) Members of the Finance/Benefits Committee
(e) Members of the Audit Committee
(f) Members of Executive Compensation Committee
(g) Members of Corporate Governance Committee
(h) Members of Health, Safety, and Environment Committee
(i) On November 18, 2010, the Board of Directors granted Mr. Cason a special cash award of CHF 52,143 for extraordinary efforts and time expended in connection with FCPA investigations by the Company.
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued
Note 8Executive Management Compensation
The total compensation of the executive officers of the Company is summarized in the table below. In accordance with its authority under the Companys organizational regulations, the Board of Directors determined that all officers who meet the definition of officers under Section 16 of the Securities and Exchange Act of 1934, as amended, are members of the Companys executive management. The table below reflects the determination by the Board of Directors of the new composition of executive management.
Name |
|
Function |
|
Year |
|
Total salary |
|
Total |
|
Total |
|
|
|
|
|
|
|
(CHF) |
|
(CHF) |
|
(CHF) |
|
Steven L. Newman |
|
President and Chief Executive Officer since March 1, 2010; and Member of the Board since May 14, 2010 |
|
2011 2010 |
|
2,513,300 2,299,835 |
|
5,174,603 4,078,555 |
|
7,687,903 6,378,390 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ihab Toma |
|
Executive Vice President Business, Operations since August 17, 2011; Executive Vice President, Global Business from August 16, 2010 to August 16, 2011; Senior Vice President, Marketing and Planning from August 17, 2009 to August 16, 2010 |
|
2011 2010 |
|
1,458,247 1,063,856 |
|
1,176,091 1,677,639 |
|
2,634,338 2,741,495 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Nick Deeming |
|
Senior Vice President, General Counsel and Assistant Corporate Secretary since February 7, 2011 |
|
2011 2010 |
|
2,005,223 |
|
1,651,564 |
|
3,656,787 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Arnaud Bobillier (a) |
|
Executive Vice President, Asset and Performance until August 16, 2011 |
|
2011 2010 |
|
800,073 1,323,104 |
|
1,176,091 1,931,454 |
|
1,976,164 3,254,558 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Ricardo H. Rosa (b) |
|
Executive Vice President and Chief Financial Officer since August 17, 2011; Senior Vice President and Chief Financial Officer until August, 16, 2011 |
|
2011 2010 |
|
1,343,933 1,534,164 |
|
1,176,091 2,152,245 |
|
2,520,024 3,686,409 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Rob Shaw (c) |
|
Vice President and Controller since December 1, 2011 |
|
2011 2010 |
|
134,435 |
|
382,435 |
|
516,870 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Eric B. Brown |
|
Senior Vice President and General Counsel until Feb 11, 2011 |
|
2011 2010 |
|
407,720 2,057,305 |
|
1,965,271 |
|
407,720 4,022,576 |
|
|
|
|
|
|
|
|
|
|
|
|
|
John H. Briscoe |
|
Vice President and Controller until August 4, 2011 |
|
2011 2010 |
|
201,986 427,786 |
|
470,400 1,262,556 |
|
672,386 1,690,342 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Robert L. Long |
|
Former Chief Executive Officer and a Member of Board of Directors until February 27, 2010 |
|
2011 2010 |
|
21,439,224 |
|
|
|
21,439,224 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cheryl D. Richard |
|
Former Senior Vice President, Human Resources and I.T. until May 30, 2010 |
|
2011 2010 |
|
8,660,099 |
|
1,015,198 |
|
9,675,297 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
2011 |
|
8,864,917 |
|
11,207,275 |
|
20,072,192 |
|
|
|
|
|
2010 |
|
38,805,373 |
|
14,082,918 |
|
52,888,291 |
|
(a) On August 17, 2011 Arnaud Bobillier was named Executive Vice President, Operation Integrity and at that point was no longer a Section 16 Officer. Compensation amounts presented represent what he earned through August 16, 2011. On November 23, 2011, Arnaud Bobillier resigned as an officer, effective December 31, 2011. Mr. Bobillier will continue to be employed by the Company in an advisory capacity until June 30, 2012.
(b) On January 5, 2012, Transocean Ltd. announced that Ricardo Rosa has stepped down as Executive Vice President and Chief Financial Officer effective January 9, 2012. He is expected to retire from Transocean effective April 30, 2012. Effective January 9, 2012, and until a permanent replacement is named, Gregory L. Cauthen will serve as Interim Chief Financial Officer.
(c) On January 25, 2012, Robert Shaw notified Transocean Ltd. of his resignation as Vice President, Controller and Principal Accounting Officer. Effective immediately, Gregory L. Cauthen was appointed as Interim Controller and Principal Accounting Officer. On February 17, 2012, the Board of Directors appointed David A. Tonnel as Senior Vice President, Finance and Controller, and Principal Accounting Officer, effective March 1, 2012.
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued
The following tables show the gross payments (i.e. compensation before deduction of employee social insurance and pension contributions) that were made to or on behalf of the executive officers of the Company in 2011 and 2010 but excluding share-based compensation, which is shown in separate tables below. The bonus is presented on an accrual basis and the tax equalization payments to the executive officers are presented on a cash basis.
We have changed our method of disclosing bonuses paid to executive officers. In the past we have presented the bonus on a cash basis, and we are now presenting it on an accrual basis. The 2011 amounts represent the bonus earned during 2011 that will be paid in February 2012.
For the year 2011
Name |
|
Base salary |
|
Bonus (c) |
|
Additional |
|
Swiss tax |
|
Employers |
|
Employers |
|
Total |
|
|
|
(CHF) |
|
(CHF) |
|
(CHF) |
|
(CHF) |
|
(CHF) |
|
(CHF) |
|
(CHF) |
|
Steven L. Newman |
|
953,041 |
|
607,813 |
|
446,331 |
|
458,506 |
|
13,032 |
|
34,577 |
|
2,513,300 |
|
Ihab Toma |
|
517,833 |
|
248,234 |
|
315,630 |
|
180,186 |
|
93,370 |
|
102,994 |
|
1,458,247 |
|
Nick Deeming (d) |
|
522,029 |
|
632,795 |
|
395,907 |
|
210,016 |
|
135,801 |
|
108,675 |
|
2,005,223 |
|
Arnaud Bobillier |
|
324,629 |
|
|
|
215,304 |
|
113,932 |
|
81,116 |
|
65,092 |
|
800,073 |
|
Ricardo H. Rosa |
|
597,257 |
|
|
|
313,689 |
|
185,985 |
|
132,490 |
|
114,512 |
|
1,343,933 |
|
Rob Shaw |
|
27,341 |
|
|
|
45,163 |
|
45,163 |
|
4,893 |
|
11,875 |
|
134,435 |
|
Eric B. Brown |
|
48,061 |
|
139,682 |
|
111,363 |
|
100,728 |
|
2,145 |
|
5,741 |
|
407,720 |
|
John H. Briscoe |
|
156,859 |
|
|
|
19,395 |
|
|
|
7,514 |
|
18,218 |
|
201,986 |
|
Total |
|
3,147,050 |
|
1,628,524 |
|
1,862,782 |
|
1,294,516 |
|
470,361 |
|
461,684 |
|
8,864,917 |
|
(a) Additional compensation includes tax reimbursements, relocation pay, housing allowance, car allowance, vacation payoff, cost of living allowance, other company reimbursed expenses and benefits provided to expatriate employees.
(b) Employers social security payments include costs of health benefits, such as medical and dental insurance, and unemployment and social security taxes.
(c) Bonus disclosed on an accrual basis.
(d) Mr. Deemings bonus represents an annual bonus of CHF 250,132 and a sign-on bonus paid in February 2011 of CHF 382,663.
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued
For the year 2010 using the accrual basis for the bonus
Name |
|
Base salary |
|
Bonus (c) |
|
Additional |
|
Swiss tax |
|
Employers |
|
Employers |
|
Total |
|
|
|
(CHF) |
|
(CHF) |
|
(CHF) |
|
(CHF) |
|
(CHF) |
|
(CHF) |
|
(CHF) |
|
Steven L. Newman |
|
886,431 |
|
390,094 |
|
417,983 |
|
201,973 |
|
359,297 |
|
44,057 |
|
2,299,835 |
|
Arnaud Bobillier |
|
471,975 |
|
158,558 |
|
274,792 |
|
218,247 |
|
116,657 |
|
82,875 |
|
1,323,104 |
|
Ihab Toma |
|
448,479 |
|
132,733 |
|
235,069 |
|
79,936 |
|
84,644 |
|
82,995 |
|
1,063,856 |
|
Eric B. Brown (f) |
|
485,656 |
|
217,553 |
|
443,367 |
|
571,464 |
|
292,457 |
|
46,808 |
|
2,057,305 |
|
Ricardo H. Rosa |
|
542,177 |
|
182,139 |
|
318,727 |
|
268,875 |
|
119,195 |
|
103,051 |
|
1,534,164 |
|
John H. Briscoe |
|
278,313 |
|
49,897 |
|
10,440 |
|
|
|
62,891 |
|
26,245 |
|
427,786 |
|
Robert L. Long (d) |
|
228,625 |
|
|
|
14,772,100 |
|
232,551 |
|
5,956,939 |
|
249,009 |
|
21,439,224 |
|
Cheryl D. Richard (e) |
|
163,338 |
|
|
|
5,486,979 |
|
|
|
2,342,536 |
|
667,246 |
|
8,660,099 |
|
Total |
|
3,504,994 |
|
1,130,974 |
|
21,959,457 |
|
1,573,046 |
|
9,334,616 |
|
1,302,286 |
|
38,805,373 |
|
(a) Additional compensation includes tax reimbursements, relocation pay, housing allowance, car allowance, vacation payoff, cost of living allowance, other company reimbursed expenses and benefits provided to expatriate employees.
(b) Employers social security payments include costs of health benefits, such as medical and dental insurance, and unemployment and social security taxes.
(c) Bonus disclosed on an accrual basis.
(d) Mr. Longs additional compensation includes CHF 14.5 million paid out from his supplemental savings and retirement plans in association with his February 28, 2010 retirement.
(e) Ms. Richards additional compensation included CHF 1.3 million attributable to severance payout and CHF 3.2 million paid out from her supplemental savings and retirement plan in association with her May 31, 2010 retirement.
(f) Mr. Browns bonus represents an annual bonus of CHF 139,338 and a special recognition bonus of CHF 78,215.
As presented in the 2010 financial statements using the cash basis for the bonus
Name |
|
Base salary |
|
Bonus |
|
Additional |
|
Swiss tax |
|
Employers |
|
Employers |
|
Total |
|
|
|
(CHF) |
|
(CHF) |
|
(CHF) |
|
(CHF) |
|
(CHF) |
|
(CHF) |
|
(CHF) |
|
Steven L. Newman |
|
886,431 |
|
|
|
417,983 |
|
201,973 |
|
359,297 |
|
44,057 |
|
1,909,741 |
|
Arnaud Bobillier |
|
471,975 |
|
|
|
274,792 |
|
218,247 |
|
116,657 |
|
82,875 |
|
1,164,546 |
|
Ihab Toma |
|
448,479 |
|
|
|
235,069 |
|
79,936 |
|
84,644 |
|
82,995 |
|
931,123 |
|
Eric B. Brown |
|
485,656 |
|
|
|
443,367 |
|
571,464 |
|
292,457 |
|
46,808 |
|
1,839,752 |
|
Ricardo H. Rosa |
|
542,177 |
|
|
|
318,727 |
|
268,875 |
|
119,195 |
|
103,051 |
|
1,352,025 |
|
John H. Briscoe |
|
278,313 |
|
|
|
10,440 |
|
|
|
62,891 |
|
26,245 |
|
377,889 |
|
Robert L. Long |
|
228,625 |
|
|
|
14,772,100 |
|
232,551 |
|
5,956,939 |
|
249,009 |
|
21,439,224 |
|
Cheryl D. Richard |
|
163,338 |
|
|
|
5,486,979 |
|
|
|
2,342,536 |
|
667,246 |
|
8,660,099 |
|
Total |
|
3,504,994 |
|
|
|
21,959,457 |
|
1,573,046 |
|
9,334,616 |
|
1,302,286 |
|
37,674,399 |
|
In 2010, Gregory L. Cauthen, Senior Vice President and Chief Financial Officer until August 31, 2009, received consulting fees of CHF 450,168 as per a consulting agreement between Transocean Ltd. and Mr. Cauthen, after his voluntary termination of employment on August 31, 2009.
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued
Share-based compensation granted to the executive officers of the Company during 2011 and 2010 is summarized in the tables below. The vesting dates of the respective awards, principally granted under the long-term incentive plan (LTIP), are listed in the footnotes to the tables. The numbers of shares awarded under the LTIP and their valuation assume 100% vesting, although less than 100% may actually vest.
As of December 31, 2011
Name |
|
Restricted stock |
|
Fair value - 2011 |
|
2011 contingent |
|
Fair value 2011 |
|
Option |
|
Fair value 2011 |
|
Total fair value of |
|
|
|
|
|
(CHF) |
|
|
|
(CHF) |
|
|
|
(CHF) |
|
(CHF) |
|
Steven L. Newman |
|
29,294 |
|
2,045,444 |
|
29,294 |
|
2,043,626 |
|
57,621 |
|
1,085,533 |
|
5,174,603 |
|
Ihab Toma |
|
6,658 |
|
464,893 |
|
6,658 |
|
464,480 |
|
13,096 |
|
246,718 |
|
1,176,091 |
|
Nick Deeming |
|
13,383 |
|
940,366 |
|
6,658 |
|
464,480 |
|
13,096 |
|
246,718 |
|
1,651,564 |
|
Arnaud Bobillier |
|
6,658 |
|
464,893 |
|
6,658 |
|
464,480 |
|
13,096 |
|
246,718 |
|
1,176,091 |
|
Ricardo H. Rosa |
|
6,658 |
|
464,893 |
|
6,658 |
|
464,480 |
|
13,096 |
|
246,718 |
|
1,176,091 |
|
Rob Shaw |
|
9,869 |
|
382,435 |
|
|
|
|
|
|
|
|
|
382,435 |
|
Eric B. Brown (e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John H. Briscoe |
|
2,663 |
|
185,777 |
|
2,663 |
|
185,943 |
|
5,238 |
|
98,680 |
|
470,400 |
|
Total |
|
75,183 |
|
4,948,701 |
|
58,589 |
|
4,087,489 |
|
115,243 |
|
2,171,085 |
|
11,207,275 |
|
(a) The number of time-vested restricted stock units (RSUs) granted to the executives under the LTIP were on February 10, 2011 except for Rob Shaws, which were granted on December 1, 2011.
(b) The fair value was calculated using the share price on date of grant for Restricted Shares Units, a Monte Carlo simulation model for Contingent Deferred Units (CDUs) and option pricing models for Non-Qualified Stock Options grants.
(c) The number of CDUs granted to the executives under the LTIP on February 10, 2011. The 2011 CDUs awards are based upon the achievement of the performance standard over the three-year period ending on December 31, 2013. The actual number of deferred units received will be determined in the first sixty days of 2014 and it is contingent on our performance in Total Shareholder Return relative to a sub-group of our peer group. The above table reflects target number of shares to be received and actual shares will be determined based on performance thresholds.
(d) The number of options granted to the executives under the LTIP. The options vest in one-third increments over a three-year period on the anniversary of the date of grant.
(e) Mr. Brown was not granted any restricted stock or deferred units prior to his August 31, 2011 retirement.
As of December 31, 2010
Name |
|
Restricted stock |
|
Fair value - 2010 |
|
2010 contingent |
|
Fair value 2010 |
|
Option |
|
Fair value 2010 |
|
Total fair value of |
|
|
|
|
|
(CHF) |
|
|
|
(CHF) |
|
|
|
(CHF) |
|
(CHF) |
|
Steven L. Newman |
|
|
|
|
|
30,906 |
|
2,125,610 |
|
63,675 |
|
1,952,945 |
|
4,078,555 |
|
Arnaud Bobillier |
|
9,412 |
|
662,441 |
|
8,585 |
|
687,407 |
|
17,688 |
|
581,606 |
|
1,931,454 |
|
Ihab Toma |
|
9,412 |
|
662,441 |
|
6,868 |
|
549,926 |
|
14,150 |
|
465,272 |
|
1,677,639 |
|
Eric B. Brown |
|
8,013 |
|
696,258 |
|
8,585 |
|
687,407 |
|
17,688 |
|
581,606 |
|
1,965,271 |
|
Ricardo H. Rosa |
|
12,549 |
|
883,232 |
|
8,585 |
|
687,407 |
|
17,688 |
|
581,606 |
|
2,152,245 |
|
John H. Briscoe |
|
10,854 |
|
839,525 |
|
2,862 |
|
229,162 |
|
5,896 |
|
193,869 |
|
1,262,556 |
|
Robert L. Long (e) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cheryl D. Richard |
|
|
|
|
|
6,868 |
|
549,926 |
|
6,868 |
|
465,272 |
|
1,015,198 |
|
Total |
|
50,240 |
|
3,743,897 |
|
73,259 |
|
5,516,845 |
|
143,653 |
|
4,822,176 |
|
14,082,918 |
|
(a) The number of time-vested restricted stock units (RSUs) granted to the executives under the LTIP on February 18 and/or November 17, 2010.
(b) The fair value was calculated using the share price on date of grant for Restricted Shares Units, a Monte Carlo simulation model for Contingent Deferred Units (CDUs) and option pricing models for Non-Qualified Stock Options grants.
(c) The number of CDUs granted to the executives under the LTIP on February 18, 2010 or March 1, 2010. The 2010 CDUs awards are based upon the achievement of the performance standard over the three-year period ending on December 31, 2012. The actual number of deferred units received will be determined in the first sixty days of 2013 and it is contingent on our performance in Total Shareholder Return relative to a sub-group of our peer group. The above table reflects target number of shares to be received and actual shares will be determined based on performance thresholds.
(d) The number of options granted to the executives under the LTIP. The options vest in one-third increments over a three-year period on the anniversary of the date of grant.
(e) Mr. Long was not granted any restricted stock or deferred units prior to his February 28, 2010 retirement.
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued
Note 9Share Ownership Board of Directors and Executive Management
As of December 31, 2011 and 2010, the members of the Board of Directors held the following numbers of shares:
|
|
2011 |
|
2010 |
| ||||
Name |
|
Vested and |
|
Options and |
|
Vested and |
|
Options and |
|
J. Michael Talbert |
|
19,705 |
|
|
|
15,937 |
|
|
|
Jagjeet Bindra |
|
3,768 |
|
|
|
|
|
|
|
Thomas W. Cason |
|
22,776 |
|
25,468 |
|
19,008 |
|
28,855 |
|
Tan Ek Kia |
|
3,768 |
|
|
|
|
|
|
|
Steve Lucas |
|
3,768 |
|
|
|
|
|
|
|
Martin B. McNamara |
|
37,985 |
|
11,270 |
|
33,155 |
|
16,905 |
|
Edward R. Muller |
|
19,290 |
|
13,370 |
|
15,522 |
|
13,370 |
|
Steven L. Newman (appointed May 14, 2010) |
|
56,276 |
|
239,520 |
|
79,142 |
|
181,899 |
|
Robert M. Sprague |
|
18,919 |
|
|
|
15,151 |
|
|
|
Ian C. Strachan |
|
22,719 |
|
11,270 |
|
18,951 |
|
11,270 |
|
Robert E. Rose (retired May 13, 2011) (b) |
|
|
|
|
|
14,550 |
|
17,828 |
|
W. Richard Anderson (resigned June 29, 2011) (b) |
|
|
|
|
|
10,876 |
|
6,368 |
|
Richard L. George (resigned February 11, 2011) (b) |
|
|
|
|
|
17,164 |
|
11,460 |
|
Victor E. Grijalva (retired May 13, 2011) (b) |
|
|
|
|
|
52,131 |
|
5,635 |
|
Total |
|
208,974 |
|
300,898 |
|
291,587 |
|
293,590 |
|
(a) Includes privately held shares, U.S. retirement savings plan shares, and shares subject to deferred compensation.
(b) Mr. Rose, Mr. Anderson, Mr. George and Mr. Grijalva are no longer directors of the Company as of December 31, 2011 and therefore we do not disclose the number of shares they may own.
As of December 31, 2011 and 2010, the executive officers of the Company held the following number of shares and the conditional rights to receive shares under the LTIP plan:
As of December 31, 2011
Name |
|
Total number of |
|
Number of |
|
Number of |
|
Number of |
|
Total |
|
Steven L. Newman |
|
26,982 |
|
40,670 |
|
39,059 |
|
9,765 |
|
116,476 |
|
Ihab Toma |
|
6,848 |
|
13,635 |
|
12,015 |
|
2,220 |
|
34,718 |
|
Nick Deeming |
|
|
|
4,460 |
|
11,119 |
|
4,462 |
|
20,041 |
|
Arnaud Bobillier (c) |
|
|
|
13,941 |
|
12,015 |
|
2,220 |
|
28,176 |
|
Ricardo H. Rosa |
|
16,181 |
|
14,987 |
|
13,060 |
|
2,220 |
|
46,448 |
|
Rob Shaw |
|
1,458 |
|
6,046 |
|
8,045 |
|
3,956 |
|
19,505 |
|
Eric B. Brown (c) (d) |
|
|
|
8,585 |
|
|
|
|
|
8,585 |
|
John H. Briscoe (c) |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
51,469 |
|
102,324 |
|
95,313 |
|
24,843 |
|
273,949 |
|
(a) Shares held include privately held shares, U.S. retirement savings plan shares and employee stock purchase plan shares.
(b) The number of shares includes the vesting of time-based restricted share units (RSUs) and performance based contingent deferred units (CDUs), which will vest in the 2012, 2013, and 2014.
(c) Mr. Bobillier, Mr. Brown and Mr. Briscoe are no longer employees of the Company as of December 31, 2011 and therefore we do not disclose their common share holdings.
(d) Mr. Browns 8,585 shares vesting in 2012 are CDUs associated with his August 31, 2011 retirement, and will not vest until the performance period is completed.
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued
As of December 31, 2010
Name |
|
Total number of |
|
Number of |
|
Number of |
|
Number of |
|
Total |
|
Steven L. Newman |
|
19,374 |
|
28,862 |
|
30,906 |
|
|
|
79,142 |
|
Arnaud Bobillier |
|
22,746 |
|
17,945 |
|
11,722 |
|
3,138 |
|
55,551 |
|
Ihab Toma |
|
986 |
|
4,548 |
|
11,416 |
|
3,138 |
|
20,088 |
|
Eric B. Brown |
|
8,815 |
|
18,916 |
|
11,256 |
|
2,671 |
|
41,658 |
|
Ricardo H. Rosa |
|
12,216 |
|
16,030 |
|
12,768 |
|
4,183 |
|
45,197 |
|
John H. Briscoe |
|
2,764 |
|
8,553 |
|
6,480 |
|
3,619 |
|
21,416 |
|
Robert L. Long (c) |
|
|
|
75,029 |
|
|
|
|
|
75,029 |
|
Cheryl D. Richard (c) |
|
|
|
5,327 |
|
670 |
|
|
|
5,997 |
|
Total |
|
66,901 |
|
175,210 |
|
85,218 |
|
16,749 |
|
344,078 |
|
(a) Shares held include privately held shares, U.S. retirement savings plan shares and employee stock purchase plan shares.
(b) The number of shares includes the vesting of time-based restricted share units (RSUs) and performance based contingent deferred units (CDUs). These totals include 148,577 and 66,391 in 2011 and 2012 for shares vesting from 2009 and 2010 CDUs, respectively. In 2013 all shares to vest are annual traunches of time-based awards.
(c) Mr. Long and Ms. Richard are no longer employees of the Company as of December 31, 2010 and therefore we do not disclose their common share holdings.
Furthermore, as of December 31, 2011 and 2010, the following executive officers of the Company held the following vested and unvested stock options:
As of December 31, 2011
Name |
|
Number of |
|
Number of |
|
Number of |
|
Number of |
|
Total |
|
Steven L. Newman |
|
120,782 |
|
59,099 |
|
40,432 |
|
19,207 |
|
239,520 |
|
Ihab Toma |
|
9,567 |
|
11,508 |
|
9,082 |
|
4,366 |
|
34,523 |
|
Nick Deeming |
|
|
|
4,365 |
|
4,365 |
|
4,366 |
|
13,096 |
|
Arnaud Bobillier |
|
41,047 |
|
20,443 |
|
10,261 |
|
4,366 |
|
76,117 |
|
Ricardo H. Rosa |
|
31,891 |
|
18,407 |
|
10,261 |
|
4,366 |
|
64,925 |
|
Rob Shaw |
|
|
|
1,309 |
|
1,310 |
|
1,310 |
|
3,929 |
|
Eric B. Brown (a) |
|
64,870 |
|
|
|
|
|
|
|
64,870 |
|
John H. Briscoe (b) |
|
|
|
|
|
|
|
|
|
|
|
Total |
|
268,157 |
|
115,131 |
|
75,711 |
|
37,981 |
|
496,980 |
|
(a) Mr. Browns option shares were vested on August 31, 2011 in association with his retirement.
(b) All of Mr. Briscoes vested option shares expired 90 days following his August 5, 2011 resignation.
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued
As of December 31, 2010
Name |
|
Number of |
|
Number of |
|
Number of |
|
Number of |
|
Total |
|
Steven L. Newman |
|
71,647 |
|
49,135 |
|
39,892 |
|
21,225 |
|
181,899 |
|
Arnaud Bobillier |
|
20,039 |
|
21,008 |
|
16,078 |
|
5,896 |
|
63,021 |
|
Ihab Toma |
|
2,425 |
|
7,142 |
|
7,143 |
|
4,717 |
|
21,427 |
|
Eric B. Brown |
|
21,272 |
|
21,624 |
|
16,078 |
|
5,896 |
|
64,870 |
|
Ricardo H. Rosa |
|
14,615 |
|
17,276 |
|
14,042 |
|
5,896 |
|
51,829 |
|
John H. Briscoe |
|
8,015 |
|
7,670 |
|
5,359 |
|
1,966 |
|
23,010 |
|
Robert L. Long (a) |
|
328,498 |
|
|
|
|
|
|
|
328,498 |
|
Cheryl D. Richard (b) |
|
11,334 |
|
|
|
|
|
|
|
11,334 |
|
Total |
|
477,845 |
|
123,855 |
|
98,592 |
|
45,596 |
|
745,888 |
|
(a) Mr. Longs 328,498 option shares were vested on February 28, 2010 in association with his retirement.
(b) Ms. Richards 11,334 option shares were vested on May 31, 2010 related to her retirement.
Note 10Credits and Loans Granted to Governing Bodies
In 2011, there were no credits or loans granted to active or former members of the Companys Board of Directors, members of the executive management or to any related persons and at December 31, 2011, there are no such credits or loans outstanding.
Note 11Risk Assessment Disclosure
Transocean Ltd., as the ultimate parent company of Transocean Inc., Transocean Management Ltd., and Transocean Services AS, is fully integrated into the Company-wide internal risk assessment process.
The Company-wide internal risk assessment process consists of regular reporting to the Board of Directors of Transocean Ltd. on identified risks and managements reaction to them. The procedures and actions to identify the risks, and where appropriate remediate, are performed by specific corporate functions (i.e. Treasury, Legal, Internal Audit, Engineering and Operations) as well as by the operating divisions of the Company.
These functions and divisions have the responsibility to support and monitor the Company-wide procedures and processes to ensure their effective operation.
Note 12Guarantees and Commitments
Transocean Inc., our wholly-owned subsidiary, is the issuer of certain debt securities that we have guaranteed. The guaranteed debt includes certain short and long-term commercial paper, notes, revolving credit facilities, debentures and convertible note obligations totaling USD 9.7 billion (CHF 9.1 billion) and USD 9 billion (CHF 8.5 billion) as of December 31, 2011 and 2010, respectively. There are no significant restrictions on our ability to obtain funds from our consolidated subsidiaries or entities, accounted for under the equity method, through dividends, loans or return of capital distributions.
Note 13Contingencies
OverviewOn April 22, 2010, the Ultra-Deepwater Floater Deepwater Horizon, a rig owned and operated by our wholly-owned subsidiaries, sank after a blowout of the Macondo well caused a fire and explosion on the rig. Transocean Ltd. and several of our wholly-owned subsidiaries have been named in lawsuits related to the Macondo well incident. Although the potential impact is uncertain, the Company and its subsidiaries have excess liability insurance coverage as well as contractual indemnities from the operator of the well.
Federal securities claimsTwo consolidated federal securities class actions are currently pending, in the U.S. District Court, Southern District of New York, naming us and certain of our current and former officers and directors as defendants. One of these actions generally alleges violations of Section 10(b) of the U.S. Securities Exchange Act of 1934 (the Exchange Act), Rule 10b-5 promulgated under the Exchange Act and Section 20(a) of the Exchange Act in connection with the Macondo well incident. The plaintiffs are generally seeking awards of unspecified economic damages, including damages resulting from the decline in our stock price after the Macondo well incident.
TRANSOCEAN LTD.
NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued
The second action was filed by a former shareholder of a predecessor company, alleging that the proxy statement related to our shareholder meeting in connection with our merger with the predecessor company violated Section 14(a) of the Exchange Act, Rule 14a-9 promulgated thereunder and Section 20(a) of the Exchange Act. The plaintiff claims that the predecessor companys shareholders received inadequate consideration for their shares as a result of the alleged violations and seeks rescission and compensatory damages. We and the individual defendants have filed motions to dismiss in both of these actions, which are awaiting decision by the judges in those actions.
Shareholder derivative claimsIn June 2010, two shareholder derivative suits were filed by our shareholders naming us as a nominal defendant and certain of our current and former officers and directors as defendants in the District Courts of the U.S. State of Texas. These suits allege breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement and waste of corporate assets in connection with the Macondo well incident. The plaintiffs are generally seeking to recover, on behalf of Transocean, damages to the corporation and disgorgement of all profits, benefits and other compensation from the defendants. The two actions have been consolidated before a single judge and plaintiffs are schedule to file an amended complaint.
Swiss Value Added TaxThe Company is part of a group of Swiss entities, which are jointly and severally liable for the whole Swiss Value Added Tax (VAT) amount due to the Swiss Tax authorities by this group.
Note 14Related Party Transactions
We issued 15 million of our shares (treasury shares) to Transocean Inc. upon Redomestication in 2008, 12 million and 13 million of which remain available as of December 31, 2011 and 2010, respectively, for our future use to satisfy our obligation to deliver shares in connection with awards granted under our incentive plans, warrants or other right to acquire our shares.
In 2010, we received cash dividends amounting to CHF 292 million from our 100 percent-owned subsidiary, Transocean Inc. There were no cash dividends in 2011.
On June 1, 2011, Transocean Ltd. entered into a credit agreement for a USD 2 billion revolving credit facility with Transocean Inc., the lender. The variable interest rate was 2.5 percent on December 31, 2011. The outstanding balance was USD 495 million (CHF 465 million) for the year ended December 31, 2011.
Transocean Ltd. subsidiaries perform certain general and administrative services on our behalf, including executive administration, procurement and payables, treasury and cash management, personnel and payroll, accounting and other administrative functions. These expenses are in general and administrative expenses in the statement of operations and totaled CHF 16 million and 15 million for the years ended December 31, 2011 and 2010, of which CHF 10 million and CHF 12 million related to personnel expenses for the year ended December 31, 2011 and 2010, respectively.
TRANSOCEAN LTD.
Proposed Appropriation of Available Earnings
The Board of Directors proposes that the Annual General Meeting on May 18, 2012 approve the following appropriation:
|
|
December 31, |
|
December 31, |
|
(in CHF thousands) |
|
2011 |
|
2010 |
|
|
|
|
|
|
|
Balance brought forward from previous years |
|
261,689 |
|
36,713 |
|
Net profit / (loss) of the year |
|
(100,198 |
) |
224,976 |
|
Total available earnings |
|
161,491 |
|
261,689 |
|
|
|
|
|
|
|
Balance to be carried forward on this account |
|
161,491 |
|
261,689 |
|