Attached files
| file | filename |
|---|---|
| EX-99.2 - EXHIBIT - Transocean Ltd. | prreschedule.htm |
| EX-99.1 - EXHIBIT - Transocean Ltd. | a7nov14impairment-delaypr.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8‑K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 7, 2014
TRANSOCEAN LTD.
(Exact name of registrant as specified in its charter)
Switzerland | 000-53533 | 98-0599916 |
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
10 Chemin de Blandonnet 1214 Vernier, Geneva Switzerland | CH-1214 | |
(Address of principal executive offices) | (zip code) | |
Registrant’s telephone number, including area code: +41 (22) 930-9000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01 Other Events.
On November 7, 2014, Transocean Ltd. (the "Company") issued a press release announcing that it had postponed its third quarter 2014 earnings release and conference call previously scheduled for 9:00 a.m. EST, 3:00 p.m. CET, Friday, November 7, 2014. The Company also announced that it expects its third quarter 2014 results to include a non-cash charge of $1.97 billion related to the impairment of goodwill, and expects an impairment of the Deepwater Rig asset group of $788 million due to the deterioration of the market outlook, reflecting the recent decline in dayrates and utilization for this particular asset class.
Subsequently, also on November 7, 2014, the Company issued a press release announcing that it intended to issue its earnings release for the third quarter 2014 on Monday, November 10, 2014 and that it had also rescheduled its quarterly earnings conference call to 8:00 a.m. EST, 2:00 p.m. CET, on Monday, November 10, 2014.
The Company's press releases are filed as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. Statements that are not historical facts, are forward-looking statements that involve certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated.
Forward-Looking Statements
The statements described in this Current Report on Form 8-K and press release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements contain words such as “possible,” “intend,” “will,” “if,” “expect” or other similar expressions. Forward-looking statements are based on management’s current expectations and assumptions, and are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, actual results could differ materially from those indicated in these forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, changes in impairments, operating hazards and delays, risks associated with international operations, actions by customers and other third parties, the future prices of oil and gas and other factors, including those and other risks discussed in the company’s most recent Annual Report on Form 10-K for the year ended December 31, 2013, and in the company’s other filings with the SEC, which are available free of charge on the SEC’s website at www.sec.gov. Should one or more of these risks or uncertainties materialize (or the other consequences of such a development worsen), or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or expressed or implied by such forward-looking statements. All subsequent written and oral forward-looking statements attributable to the company or to persons acting on our behalf are expressly qualified in their entirety by reference to these risks and uncertainties. You should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of the particular statement, and we undertake no obligation to publicly update or revise any forward-looking statements to reflect events or circumstances that occur, or which we become aware of, after the date hereof, except as otherwise may be required by law.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Press Release dated November 7, 2014 | |
99.2 | Press Release dated November 7, 2014 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: November 7, 2014 | TRANSOCEAN LTD. | |||
By: /s/ Jill S. Greene | ||||
Authorized Person | ||||
Index to Exhibits
Exhibit
Number Description
99.1 | Press Release dated November 7, 2014 |
99.2 | Press Release dated November 7, 2014 |