RIG 10-K Annual Report Dec. 31, 2018 | Alphaminr

RIG 10-K Fiscal year ended Dec. 31, 2018

TRANSOCEAN LTD.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Shareholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 BusinessNote 2 Significant Accounting PoliciesNote 3 Accounting Standards UpdatesNote 4 Business CombinationsNote 5 RevenuesNote 6 Drilling FleetNote 7 Goodwill and Other IntangiblesNote 8 DebtNote 9 Derivative InstrumentsNote 10 Income TaxesNote 11 Earnings (loss) Per ShareNote 12 Postemployment Benefit PlansNote 13 Commitments and ContingenciesNote 14 EquityNote 15 Share Based CompensationNote 16 Supplemental Balance Sheet InformationNote 17 Supplemental Cash Flow InformationNote 18 Financial InstrumentsNote 19 Risk ConcentrationNote 20 Operating Segments, Geographic Analysis and Major CustomersNote 21 Quarterly Results (unaudited)Note 22 Subsequent EventsItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Shareholder MattersItem 13. Certain Relationships, Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedules

Exhibits

2.1 Transaction Agreement, dated August13, 2017, among TransoceanLtd., TransoceanInc, and Songa OffshoreSE (schedules and exhibits have been omitted from this exhibit pursuant to Item601(b)(2) of RegulationSK and will be provided to the Securities and Exchange Commission upon request) Exhibit2.1 to TransoceanLtd.s Current Report on Form8K (Commission File No.00053533) filed on August15, 2017) 2.2 Amendment No.1 to Transaction Agreement, dated September15, 2017, among TransoceanLtd., TransoceanInc. and Songa OffshoreSE Exhibit2.1 to Transocean Ltd.s Current Report on Form8K (Commission File No.00053533) filed on September15, 2017 2.3 Amendment No.2 to Transaction Agreement, dated December19, 2017, among TransoceanLtd., TransoceanInc. and Songa OffshoreSE Exhibit2.1 to TransoceanLtd.s Current Report on Form8K (Commission File No.00053533) filed on December20, 2017 2.4 Agreement and Plan of Merger, dated September3, 2018, by and among TransoceanLtd., Transocean Oceanus HoldingsLimited, Transocean OceanusLimited and Ocean Rig UDWInc. Exhibit2.1 to TransoceanLtd.s Current Report on Form8K (Commission File No.00138373) filed on September4, 2018 3.1 Articles of Association of TransoceanLtd. Exhibit 3.1 to Transocean Ltd.s Current Report on Form 8-K (Commission File No. 001-38373) filed on February 13, 2019 3.2 Organizational Regulations of TransoceanLtd., adopted November18, 2016 Exhibit3.1 to TransoceanLtd.s Current Report on Form8K (Commission File No.00053533) filed on November23, 2016 4.1 Credit Agreement dated June22, 2018, among TransoceanInc., the lenders parties thereto and Citibank, N.A., as administrative agent and collateral agent. Exhibit4.1 to TransoceanLtd.s Current Report on Form8K (Commission File No.00138373) filed on June27, 2018 4.2 Indenture, dated July13, 2018, by and among Transocean Guardian Limited, the Guarantors and Wells Fargo Bank, National Association Exhibit4.1 to TransoceanLtds Current Report on Form8K (Commission File No.00138373) filed on July17, 2018 4.3 Indenture, dated July20, 2018, by and among Transocean PontusLimited, the Guarantors and Wells Fargo Bank, NationalAssociation. Exhibit4.1 to TransoceanLtd.s Current Report on Form8K (Commission File No.00138373) filed on July24, 2018 4.7 Fifth Supplemental Indenture, dated as of December18, 2008, among TransoceanLtd., TransoceanInc. and The Bank of New York Mellon Trust Company,N.A., as trustee Exhibit4.4 to TransoceanLtd.s Current Report on Form8K (Commission File No.33375899) filed on December19, 2008 4.14 SecondSupplemental Indenture dated as of November20, 2001, between Global MarineInc. and Wilmington TrustCompany, as Trustee, relating to Debt Securities of Global MarineInc. Exhibit4.2 to GlobalSantaFeCorporations Annual Report on Form10K (Commission File No.00114634) for the year ended December31, 2004 4.17 Senior Indenture, dated as of December11, 2007, between TransoceanInc. and Wells Fargo Bank, NationalAssociation Exhibit4.36 to TransoceanInc.s Annual Report on Form10K (Commission File No.33375899) for the year ended December31, 2007 4.18 FirstSupplemental Indenture, dated as of December11, 2007, between TransoceanInc. and Wells Fargo Bank, NationalAssociation Exhibit4.37 to TransoceanInc.s Annual Report on Form10K (Commission File No.33375899) for the year ended December31, 2007 4.19 ThirdSupplemental Indenture, dated as of December18, 2008, among TransoceanLtd., TransoceanInc. and Wells Fargo Bank, National Association, as trustee Exhibit4.3 to TransoceanLtd.s Current Report on Form8K (Commission File No.33375899) filed on December19, 2008 4.20 FourthSupplemental Indenture, dated as of September21, 2010, among TransoceanLtd., TransoceanInc. and Wells Fargo Bank, NationalAssociation, as trustee Exhibit4.1 to TransoceanLtd.s Quarterly Report on Form10Q (Commission File No.00053533) for the quarter ended September30, 2010 4.21 FifthSupplemental Indenture, dated as of December5, 2011, among TransoceanLtd., TransoceanInc. and Wells Fargo Bank, National Association, as trustee Exhibit4.3 to TransoceanLtd.s Current Report on Form8K (Commission File No.00053533) filed on December5, 2011 4.22 SixthSupplemental Indenture, dated as of September13, 2012, among TransoceanInc., TransoceanLtd. and Wells Fargo Bank, NationalAssociation, as trustee Exhibit4.3 to TransoceanLtd.s Current Report on Form8K (Commission File No.00053533) filed on September13, 2012 4.23 Credit Agreement dated June30, 2014 among TransoceanInc., the lenders parties thereto and JPMorgan Chase Bank,N.A., as administrative agent, Citibank,N.A. and DNB Bank,ASA, New York Branch, as cosyndication agents, and The Bank of TokyoMitsubishi UFJ,Ltd., Crdit Agricole Corporate and Investment Bank and Wells Fargo Bank, NationalAssociation, as codocumentation agents Exhibit4.1 to TransoceanLtd.s Current Report on Form8K (Commission File No.00053533) filed on July2, 2014 4.24 Guarantee Agreement dated June30, 2014 among TransoceanLtd. and JPMorgan Chase Bank,N.A., as administrative agent under the Credit Agreement Exhibit4.2 to TransoceanLtd.s Current Report on Form8K (Commission File No.00053533) filed on July2, 2014 4.25 Indenture, dated as of July21, 2016, by and among TransoceanInc., the Guarantors and Wells Fargo Bank, NationalAssociation Exhibit4.1 to TransoceanLtd.s Current Report on Form8K (Commission File No.00053533) filed on July22, 2016 4.26 Indenture, dated as of October19, 2016, by and among Transocean Phoenix 2Limited, TransoceanLtd., TransoceanInc., Triton CapitalIIGmbH and Wells Fargo Bank, NationalAssociation Exhibit4.1 to TransoceanLtd.s Current Report on Form8K (C omission File No.00053533) filed on October20, 2016 4.27 Indenture, dated December8, 2016, by and among Transocean ProteusLimited, the Guarantors and Wells FargoBank, NationalAssociation Exhibit4.1 to TransoceanLtd.s Current Report on Form8K (Commission File No.00053533) filed on December8, 2016 4.28 Indenture dated as of October17, 2017, by and among TransoceanInc., the guarantors party thereto and Wells Fargo Bank, NationalAssociation Exhibit4.1 to TransoceanLtd.s Current Report on Form8K (Commission File No.00053533) filed on October17, 2017 4.29 Indenture, dated January30, 2018, among TransoceanInc., TransoceanLtd., as guarantor, and Computershare Trust Company N.A. and Computershare Trust Company of Canada, as co-trustees Exhibit4.1 to TransoceanLtd.s Current Report on Form8K (Commission File No.00038373) filed on January30, 2018 4.30 Form of 0.50%Exchangeable Senior Bonds due 2023 ExhibitA of Exhibit4.1 to TransoceanLtd.s Current Report on Form8K (Commission File No.00038373) filed on January30, 2018 4.31 Registration Rights Agreement, dated as of January30, 2018, among TransoceanLtd., TransoceanInc., and the security holders named therein Exhibit4.3 to TransoceanLtd.s Current Report on Form8K (Commission File No.00038373) filed on January30, 2018 4.32 Indenture, dated October25, 2018, among TransoceanInc., the guarantors party thereto and Wells Fargo Bank, NationalAssociation, as trustee Filed herewith 4.33 Indenture, dated February1, 2019, by and among TransoceanPoseidon Limited, the Guarantors and Wells Fargo Bank, NationalAssociation, as trustee and collateral agent Exhibit4.1 to TransoceanLtd.s Current Report on Form8K (Commission File No.00138373) filed on February1, 2019 * 10.1 First Amendment to TransoceanLtd. 2015LongTerm Incentive Plan AnnexB to TransoceanLtd.s definitive proxy statement (Commission File No.00138373) filed on March20, 2018 10.2 Form of Voting and Support Agreement, by and among TransoceanLtd. and certain shareholders of Ocean Rig UDWInc. Exhibit10.1 to TransoceanLtd.s Current Report on Form8K (Commission File No.001-38373) filed on September4, 2018 10.3 Form of Voting and Support Agreement, by and among OceanRig UDWInc. and certain shareholders of TransoceanLtd. Exhibit10.2 to TransoceanLtd.s Current Report on Form8K (Commission File No.00138373) filed on September4, 2018. * 10.4 LongTerm Incentive Plan of TransoceanLtd. (as amended and restated as of February12, 2009) Exhibit10.5 to TransoceanLtd.s Annual Report on Form10K (Commission File No.00053533) for the year ended December31, 2008 * 10.5 First Amendment to LongTerm Incentive Plan of TransoceanLtd. (as amended and restated as of February12, 2009) Exhibit10.1 to TransoceanLtd.s Current Report on Form8K (Commission File No.00053533) filed on May22, 2013 * 10.7 GlobalSantaFeCorporation Key Employee Deferred Compensation Plan effective January1, 2001 and Amendment to GlobalSantaFeCorporation Key Employee Deferred Compensation Plan effective November20, 2001 Exhibit10.33 to the GlobalSantaFeCorporation Annual Report on Form10K (Commission File No.00114634) for the year ended December31, 2004 * 10.8 Amendment to TransoceanInc. Deferred Compensation Plan Exhibit10.1 to TransoceanInc.s Current Report on Form8K (Commission File No.33375899) filed on December29, 2005 10.11 Amended and Restated Tax Sharing Agreement effective as of February4, 2004 between TransoceanHoldingsInc. and TODCO Exhibit10.1 to TransoceanInc.s Current Report on Form8K (Commission File No.33375899) filed on November30, 2006 * 10.14 Form of 2008 Director Deferred Unit Award Exhibit10.20 to TransoceanLtd.s Annual Report on Form10K (Commission File No.00053533) for the year ended December31, 2008 * 10.15 Form of 2009 Director Deferred Unit Award Exhibit10.19 to TransoceanLtd.s Annual Report on Form10K (Commission File No.00053533) for the year ended December31, 2009 * 10.16 Terms and Conditions of 2013 Director Deferred Unit Award Exhibit10.14 to TransoceanLtd.s Annual Report on Form10K (Commission File No.00053533) for the year ended December31, 2015 * 10.17 Terms and Conditions of 2014 Director Deferred Unit Award Exhibit10.15 to TransoceanLtd.s Annual Report on Form10K (Commission File No.00053533) for the year ended December31, 2015 * 10.18 Terms and Conditions of 2015 Director Restricted Share Unit Award Exhibit10.16 to TransoceanLtd.s Annual Report on Form10K (Commission File No.00053533) for the year ended December31, 2015 * 10.19 Performance Award and Cash Bonus Plan of TransoceanLtd. Exhibit10.21 to TransoceanLtd.s Annual Report on Form10K (Commission File No.00053533) for the year ended December31, 2008 * 10.20 Amendment to Performance Award and Cash Bonus Plan of TransoceanLtd. Exhibit10.20 to TransoceanLtd.s Annual Report on Form10K (Commission File No.00053533) for the year ended December31, 2012 * 10.21 Terms and Conditions of 2014 Executive Equity Award Exhibit10.19 to TransoceanLtd.s Annual Report on Form10K (Commission File No.00053533) for the year ended December31, 2015 * 10.22 Terms and Conditions of 2015 Executive Equity Award Exhibit10.20 to TransoceanLtd.s Annual Report on Form10K (Commission File No.00053533) for the year ended December31, 2015 * 10.23 Terms and Conditions of the July2008 Nonqualified Share Option Award Exhibit10.2 to TransoceanInc.s Form10Q (Commission File No.33375899) for the quarter ended June30, 2008 * 10.24 Terms and Conditions of the February2009 Nonqualified Share Option Award Exhibit10.30 to TransoceanLtd.s Annual Report on Form10K (Commission File No.00053533) for the year ended December31, 2008 * 10.25 Terms and Conditions of the February2012 Long Term Incentive Plan Award Exhibit10.28 to TransoceanLtd.s Annual Report on Form10K (Commission File No.00053533) for the year ended December31, 2011 * 10.26 TransoceanLtd. Incentive Recoupment Policy Exhibit10.30 to TransoceanLtd.s Annual Report on Form10K (Commission File No.00053533) for the year ended December31, 2012 10.27 Form of Novation Agreement dated as of November27, 2007 by and among GlobalSantaFeCorporation, Transocean Offshore Deepwater DrillingInc. and certain executives Exhibit10.1 to TransoceanInc.s Current Report on Form8K (Commission File No.33375899) filed on December3, 2007 * 10.38 GlobalSantaFe 2003LongTerm Incentive Plan (as Amended and Restated Effective June7, 2005) Exhibit10.4 to GlobalSantaFeCorporations Quarterly Report on Form10Q (Commission File No.00114634) for the quarter ended June30, 2005 * 10.39 TransoceanLtd. Pension Equalization Plan, as amended and restated, effective January1, 2009 Exhibit10.41 to TransoceanLtd.s Annual Report on Form10K (Commission File No.00053533) for the year ended December31, 2008 * 10.40 TransoceanU.S. Supplemental Retirement Benefit Plan, as amended and restated, effective as of November27, 2007 Exhibit10.11 to TransoceanInc.s Current Report on Form8K (Commission File No.33375899) filed on December3, 2007 * 10.42 TransoceanU.S. Supplemental Savings Plan Exhibit10.44 to TransoceanLtd.s Annual Report on Form10K (Commission File No.00053533) for the year ended December31, 2008 10.43 Form of Indemnification Agreement entered into between TransoceanLtd. and each of its Directors and Executive Officers Exhibit10.1 to TransoceanInc.s Current Report on Form8K (Commission File No.33375899) filed on October10, 2008 * 10.44 Form of Assignment Memorandum for Executive Officers Exhibit10.6 to TransoceanLtd.s Current Report on Form8K (Commission File No.00053533) filed on December19, 2008 10.45 Drilling Contract between Vastar Resources,Inc. and R&BFalcon DrillingCo. dated December9, 1998 with respect toDeepwaterHorizon, as amended Exhibit10.1 to TransoceanLtd.s Quarterly Report on Form10Q (Commission File No.00053533) for the quarterly period ended June30, 2010 * 10.46 Executive Severance Benefit Policy Exhibit10.1 to TransoceanLtd.s Current Report on Form8K (Commission File No.00053533) filed on February23, 2012 * 10.47 TransoceanLtd. 2015 LongTerm Incentive Plan AnnexB to TransoceanLtd.s definitive proxy statement (Commission File No.00053533) filed on March23, 2015 10.48 Term Sheet Agreement for a Transocean and PSC/DHEPDS Settlement, dated May20, 2015, among Triton Asset LeasingGmbH, Transocean DeepwaterInc., Transocean Offshore Deepwater DrillingInc., Transocean HoldingsLLC, the Plaintiffs Steering Committee in MDL2179, and theDeepwaterHorizonEconomic and Property Damages Settlement Class Exhibit10.3 to TransoceanLtd.s Quarterly Report on Form10Q (Commission File No.00053533) for the quarter ended June30, 2015 10.49 Confidential Settlement Agreement, Mutual Releases and Agreement to Indemnify, dated May20, 2015, among Transocean Offshore Deepwater DrillingInc., Transocean DeepwaterInc., Transocean HoldingsLLC, Triton Asset LeasingGmbH, BP Exploration and ProductionInc. and BPAmerica ProductionCo. Exhibit10.6 to TransoceanLtd.s Quarterly Report on Form10Q (Commission File No.00053533) for the quarter ended June30, 2015 10.50 Transocean Punitive Damages and Assigned Claims Settlement Agreement, dated May29, 2015, among Transocean Offshore Deepwater DrillingInc., Transocean DeepwaterInc., Transocean HoldingsLLC, Triton Asset LeasingGmbH, the Plaintiffs Steering Committee in MDL2179, and theDeepwaterHorizonEconomic and Property Damages Settlement Class Exhibit10.7 to TransoceanLtd.s Quarterly Report on Form10Q (Commission File No.00053533) for the quarter ended June30, 2015 * 10.51 Employment Agreement among TransoceanLtd., Transocean Offshore Deepwater DrillingInc. and JohnStobart dated December1, 2015 Exhibit10.60 to TransoceanLtd.s Annual Report on Form10K (Commission File No.00053533) for the year ended December31, 2015 * 10.52 Employment Agreement with Keelan Adamson dated August10, 2018 Exhibit10.1 to TransoceanLtd.s Current Report on Form8K (Commission File No.00138373) filed on August14, 2018. * 10.53 Employment Agreement with Jeremy D.Thigpen effective September1, 2016 Exhibit10.1 to TransoceanLtd.s Quarterly Report on Form10Q (Commission File No.00053533) for the quarter ended September30, 2016 * 10.54 Employment Agreement with Mark L.Mey effective September1, 2016 Exhibit10.2 to TransoceanLtd.s Quarterly Report on Form10Q (Commission File No.00053533) for the quarter ended September30, 2016 10.55 Preacceptance, dated August13, 2017, between TransoceanLtd. and PerestroikaAS Exhibit10.1 to TransoceanLtd.s current report on Form8K (Commission File No.00053533) filed on August15, 2017 10.56 Preacceptance, dated August13, 2017, between TransoceanLtd. and certain funds affiliated with AsiaResearch and Capital ManagementLtd. Exhibit10.2 to TransoceanLtd.s current report on Form8K (Commission File No.00053533) filed on August15, 2017 10.57 Form of Preacceptance among TransoceanLtd. and certain shareholders of Songa OffshoreSE Exhibit10.3 to TransoceanLtd.s current report on Form8K (Commission File No.00053533) filed on August15, 2017 10.58 Form of Amendment No.1 to Preacceptance among TransoceanLtd. and certain shareholders of Songa OffshoreSE Exhibit10.1 to TransoceanLtd.s current report on Form8K (Commission File No.00053533) filed on September15, 2017 10.59 Form of Amendment No.2 to Preacceptance among TransoceanLtd. and certain shareholders of Songa OffshoreSE Exhibit10.1 to TransoceanLtd.s current report on Form8K (Commission File No.00053533) filed on December20, 2017 21 Subsidiaries of TransoceanLtd. Filed herewith 23.1 Consent of Ernst & YoungLLP Filed herewith 24 Powers of Attorney Filed herewith 31.1 Certification of Chief Executive Officer pursuant to Rule13a14(a) of the Securities Exchange Act of 1934 and Section 302 of the SarbanesOxley Act of 2002 Filed herewith 31.2 Certification of Chief Financial Officer pursuant to Rule13a14(a) of the Securities Exchange Act of 1934 and Section 302 of the SarbanesOxley Act of 2002 Filed herewith 32.1 Certification of Chief Executive Officer pursuant to Section 906 of the SarbanesOxley Act of 2002 Furnished herewith 32.2 Certification of Chief Financial Officer pursuant to Section 906 of the SarbanesOxley Act of 2002 Furnished herewith 99.1 Cooperation Guilty Plea Agreement by and among Transocean DeepwaterInc., TransoceanLtd. and the United States Exhibit99.2 to TransoceanLtd.s Current Report on Form8K (Commission File No.00053533) filed on January3, 2013 99.2 ConsentDecree by and among Triton Asset LeasingGmbH, Transocean HoldingsLLC, Transocean Offshore Deepwater DrillingInc., Transocean DeepwaterInc. and the United States Exhibit99.3 to TransoceanLtd.s Current Report on Form8K (Commission File No.00053533) filed on January3, 2013 99.3 Administrative Agreement by and among Transocean DeepwaterInc., Transocean Offshore Deepwater DrillingInc., Triton Asset LeasingGmbH, Transocean Holdings,LLC and the United States Environmental Protection Agency dated effective as of February25, 2013 Exhibit99.4 to TransoceanLtd.s Annual Report on Form10K (Commission File No.00053533) for the year ended December31, 2013