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EX-99.1 - EX-99.1 - Transocean Ltd.a12-5906_1ex99d1.htm

Exhibit 99.2

 

 

Ernst & Young Ltd

 

Maagplatz 1

 

P.O. Box

 

CH-8010 Zurich

 

 

 

Phone

+41 58 286 31 11

 

Fax

+41 58 286 40 20

 

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 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, 2011 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 further confirm that the proposed appropriation of available earnings complies with Swiss law and the company’s 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)

 

 

 

SR-1

 



 

TRANSOCEAN LTD.

STATEMENT OF OPERATIONS

(in CHF thousands)

 

 

 

Year ended
December 31,

 

Year ended
December 31,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Income

 

 

 

 

 

Dividend income

 

 

292,001

 

Interest income

 

56

 

849

 

Total income

 

56

 

292,850

 

 

 

 

 

 

 

General and administrative expenses

 

81,126

 

43,014

 

Depreciation

 

253

 

262

 

Financial expenses

 

9,311

 

24,480

 

Interest expense

 

9,564

 

118

 

Total expenses

 

100,254

 

67,874

 

 

 

 

 

 

 

Net Income (loss)

 

(100,198

)

224,976

 

 

See accompanying notes.

 

SR-2



 

TRANSOCEAN LTD.

BALANCE SHEET

(in CHF thousands)

 

 

 

December 31,

 

December 31,

 

 

 

2011

 

2010

 

Assets

 

 

 

 

 

Cash

 

2,737

 

35,710

 

Receivables from affiliates

 

7,051

 

4,267

 

Trade and other current assets

 

5,734

 

6,908

 

Total current assets

 

15,522

 

46,885

 

 

 

 

 

 

 

Property and equipment

 

1,257

 

1,258

 

Less accumulated depreciation

 

563

 

295

 

Property and equipment, net

 

694

 

963

 

 

 

 

 

 

 

Investment in affiliates

 

17,282,047

 

16,476,198

 

Treasury shares

 

256,949

 

256,949

 

Other non-current assets

 

69

 

78

 

Total assets

 

17,555,281

 

16,781,073

 

 

 

 

 

 

 

Liabilities and shareholders’ equity

 

 

 

 

 

Accounts payable to affiliates

 

212

 

2,103

 

Interest payable to affiliates

 

6,631

 

 

Dividend payable

 

259,451

 

 

Trade and other current liabilities

 

4,896

 

38,360

 

Total current liabilities

 

271,190

 

40,463

 

 

 

 

 

 

 

Long-term note payable to affiliates

 

465,097

 

 

Other non-current liabilities

 

760

 

2,713

 

Total non-current liabilities

 

465,857

 

2,713

 

 

 

 

 

 

 

Share capital

 

5,477,029

 

5,028,529

 

Legal reserve

 

 

 

 

 

General legal reserves

 

 

 

 

 

Reserve from capital contribution

 

9,882,947

 

7,925,000

 

Reserve for treasury shares

 

 

 

 

 

Reserve from capital contribution

 

295,100

 

279,628

 

Free reserve

 

 

 

 

 

Reserve from capital contribution

 

 

3,243,051

 

Dividend reserve from capital contribution

 

1,001,667

 

 

Retained earnings

 

 

 

 

 

Earnings brought forward

 

261,689

 

36,713

 

Net Income (loss) of the period

 

(100,198

)

224,976

 

Total shareholders’ equity

 

16,818,234

 

16,737,897

 

Total liabilities and shareholders’ equity

 

17,555,281

 

16,781,073

 

 

See accompanying notes.

 

SR-3



 

TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS

 

Note 1—General

 

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 2—Summary of Significant Accounting Policies

 

Exchange rate differences—The 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 Company’s 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 liabilities—Current assets and liabilities are recorded at cost less adjustments for impairment of value.

 

Financial assets—Financial assets are recorded at acquisition cost less adjustments for impairment of value.

 

Cash—Cash consists of cash in the bank.

 

Property and equipment—Property 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.

 

SR-4



 

TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued

 

Note 3—Investment in Affiliates

 

(in CHF thousands), except for share capital amount (local currency)

 

 

 

 

 

 

 

Ownership

 

Share
capital amount

 

Investment

 

Company name

 

Purpose

 

Domicile

 

interest

 

(local currency)

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Transocean Inc.

 

Holding

 

Cayman Islands

 

100

%

USD

0.01

 

16,476,108

 

16,476,108

 

Transocean Management Ltd.

 

Management and administration

 

CH - Geneva

 

90

%

CHF

100.00

 

90

 

90

 

Transocean Services AS

 

Management and administration

 

Norway

 

99

%

NOK

100.00

 

805,849

 

 

 

Principal indirect investments in affiliates include:

 

Company name

 

Purpose

 

Domicile

 

Ownership
interest

 

 

 

 

 

 

 

 

 

Global Marine Inc.

 

Leasing/Operating

 

United States

 

100

%

GSF Leasing Services GmbH

 

Leasing

 

CH - Zug

 

100

%

Sedco Forex Holdings Limited

 

Leasing/Operating

 

Cayman Islands

 

100

%

Sedco Forex International Inc.

 

Leasing/Operating

 

Panama

 

100

%

Transocean Drilling Offshore S.a.r.l.

 

Leasing/Operating

 

Luxembourg

 

100

%

Transocean Financing GmbH

 

Financing

 

CH - Zug

 

100

%

Transocean Hungary Holdings LLC

 

Leasing/Operating

 

Hungary

 

100

%

Transocean Norway Drilling AS

 

Holding

 

Norway

 

100

%

Transocean Offshore Deepwater Drilling Inc.

 

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

 

Leasing

 

CH - Zug

 

100

%

Triton Hungary Investments 1 Kft.

 

Holding

 

Hungary

 

100

%

Triton Nautilus Asset Leasing GmbH

 

Leasing

 

CH - Zug

 

100

%

 

SR-5



 

TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued

 

Note 4—Shareholders’ Equity

 

(in CHF thousands except share data)

 

 

 

 

 

 

 

Legal reserve

 

Free reserve

 

 

 

 

 

 

 

Ordinary shares

 

General legal
reserves - reserve
from capital

 

Reserve for
treasury shares -
reserve from
capital

 

Reserve from
capital

 

Dividend reserve
from capital

 

Retained

 

Total
shareholder’s

 

 

 

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 5—Treasury Shares.

 

Conditional share capital—Transocean 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 capital—At 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 distribution—In 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.

 

SR-6



 

TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued

 

Note 5—Treasury 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 subsidiary—The 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 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 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.

 

SR-7



 

TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued

 

Note 6—Significant 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 Company’s 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 Company’s shares:

 

As of December 31, 2010

 

Name and address of beneficial owner

 

Shares
beneficially owned (b)

 

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.

 

SR-8



 

TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued

 

Note 7—Board 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 Company’s 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.

 

SR-9



 

TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued

 

The following table summarizes the compensation of our non-employee directors for 2011:

 

Name

 

Function

 

Total
compensation
(a)

 

Fees earned
(b)

 

Annual
deferred
units (c)

 

Annual
deferred
units in
shares

 

 

 

 

 

(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.

 

SR-10



 

TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued

 

The following table summarizes the compensation of our non-employee directors for 2010:

 

Name

 

Function

 

Total
compensation (a)

 

Fees earned
(b)

 

Annual
deferred
units (c)

 

Annual
deferred
units in
shares

 

 

 

 

 

(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.

 

SR-11


 


 

TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued

 

Note 8—Executive 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 Company’s 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 Company’s 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
and other
non share-based
compensation

 

Total
share-based
compensation

 

Total
compensation

 

 

 

 

 

 

 

(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.

 

SR-12



 

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
compensation
(a)

 

Swiss tax
on global
earnings
and benefts

 

Employer’s
pension
contributions

 

Employer’s
social
security
payments (b)

 

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)                                  Employer’s 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. Deeming’s bonus represents an annual bonus of CHF 250,132 and a sign-on bonus paid in February 2011 of CHF 382,663.

 

SR-13



 

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
compensation
(a)

 

Swiss tax
on global
earnings
and benefts

 

Employer’s
pension
contributions

 

Employer’s
social
security
payments (b)

 

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)                                  Employer’s 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. Long’s 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. Richard’s 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. Brown’s 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
compensation

 

Swiss tax
on global
earnings
and benefts

 

Employer’s
pension
contributions

 

Employer’s
social
security
payments

 

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.

 

SR-14



 

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
units - 2011 (a)

 

Fair value - 2011
restricted stock
units (b)

 

2011 contingent
deferred units in
shares(c)

 

Fair value – 2011
contingent
deferred units
(b)

 

Option
shares - 2011 (d)

 

Fair value – 2011
options (b)

 

Total fair value of
share-based
awards granted in
2011

 

 

 

 

 

(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 Shaw’s, 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
units - 2010 (a)

 

Fair value - 2010
restricted stock
units (b)

 

2010 contingent
deferred units in
shares(c)

 

Fair value – 2010
contingent
deferred units
(b)

 

Option
shares - 2010 (d)

 

Fair value – 2010
options (b)

 

Total fair value of
share-based
awards granted in
2010

 

 

 

 

 

(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.

 

SR-15



 

TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued

 

Note 9—Share 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
unvested
deferred units
and restricted
shares (a)

 

Options and
SARs

 

Vested and
unvested
deferred units
and restricted
shares (a)

 

Options and
SARs

 

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
shares held (a)

 

Number of
granted shares
vesting in 2012
(b)

 

Number of
granted shares
vesting in 2013
(b)

 

Number of
granted shares
vesting in 2014
(b)

 

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. Brown’s 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.

 

SR-16



 

TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued

 

As of December 31, 2010

 

Name

 

Total number of
shares held (a)

 

Number of
granted shares
vesting in 2011
(b)

 

Number of
granted shares
vesting in 2012
(b)

 

Number of
granted shares
vesting in 2013
(b)

 

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
granted option
shares vested
and oustanding

 

Number of
granted option
shares vesting in
2012

 

Number of
granted option
shares vesting in
2013

 

Number of
granted option
shares vesting in
2014

 

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. Brown’s option shares were vested on August 31, 2011 in association with his retirement.

(b)                               All of Mr. Briscoe’s vested option shares expired 90 days following his August 5, 2011 resignation.

 

SR-17



 

TRANSOCEAN LTD.

NOTES TO STATUTORY FINANCIAL STATEMENTS - Continued

 

As of December 31, 2010

 

Name

 

Number of
granted option
shares vested
and oustanding

 

Number of
granted option
shares vesting in
2011

 

Number of
granted option
shares vesting in
2012

 

Number of
granted option
shares vesting in
2013

 

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. Long’s 328,498 option shares were vested on February 28, 2010 in association with his retirement.

(b)         Ms. Richard’s 11,334 option shares were vested on May 31, 2010 related to her retirement.

 

Note 10—Credits and Loans Granted to Governing Bodies

 

In 2011, there were no credits or loans granted to active or former members of the Company’s 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 11—Risk 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 management’s 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 12—Guarantees 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 13—Contingencies

 

Overview—On 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 claims—Two 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.

 

SR-18



 

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 company’s 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 claims—In 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 Tax—The 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 14—Related 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.

 

SR-19



 

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

 

 

SR-20